Exhibit 5.1
[LETTERHEAD OF]
GIBSON, DUNN & CRUTCHER LLP
LAWYERS
1050 Connecticut Avenue, NW
WASHINGTON, D.C.  20036-5306
(202) 955-8500
FACSIMILE: (202) 467-0539

January 27, 1998


Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95052-8119

Re:  Registration Statement on Form S-8 with respect to the Intel
     Corporation Special Deferred Compensation Plan
     
Ladies and Gentlemen:

We  have  examined the Registration Statement on  Form  S-8  (the
"Registration  Statement") to be filed by  Intel  Corporation,  a
Delaware  corporation (the "Company"), with  the  Securities  and
Exchange Commission in connection with the registration under the
Securities  Act  of 1933, as amended, of $10,000,000  of  general
unsecured obligations (the "Obligations") of the Company  to  pay
deferred compensation in the future in accordance with the  Intel
Corporation Special Deferred Compensation Plan ("the SDC Plan").

As  your  counsel, we have examined the Company's Certificate  of
Incorporation  and  Bylaws, each as  amended  to  date,  and  the
records  of certain corporate proceedings and actions  taken  and
proposed  to be taken by the Company in connection with the  sale
and issuance of the Securities under the SDC Plan.

Based upon the foregoing, and in reliance thereon, we are of  the
opinion  that the Obligations being offered under the  SDC  Plan,
when  issued in accordance with the provisions of the  SDC  Plan,
will be valid and binding obligations of the Company, enforceable
in accordance with their terms, except as enforcement thereof may
be  limited  by bankruptcy, insolvency or other laws  of  general
applicability relating to or affecting enforcement of  creditors'
rights or by general principles of equity.

We  hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.

Very truly yours,

/s/Gibson, Dunn & Crutcher LLP

GIBSON, DUNN & CRUTCHER LLP