[Adopted  in  Release No. 34-20784 (Section  83,508),  March  22,
1984, effective March 30, 1984, 49 F.R. 12688.]
                                
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                             FORM 15
                                
Certification  and  Notice of Termination of  Registration  under
Section  12(g)  of  the  Securities  Exchange  Act  of  1934   or
Suspension of Duty to File Reports Under Sections 13 and 15(d) of
the Securities Exchange Act of 1934.
                                
                                  Commission File Number:  0-6217
                                
                        INTEL CORPORATION
     (Exact name of registrant as specified in its charter)
                                
2200 MISSION COLLEGE BLVD., SANTA CLARA, CA 95052 (408) 765-8080
  (Address, including zip code, and telephone number, including
     area code, of registrant's principal executive offices)
                                
         1998 STEP-UP WARRANTS TO PURCHASE COMMON STOCK
    (Title of each class of securities covered by this Form)
                                
                  COMMON STOCK, $.001 PAR VALUE
  (Title of all other classes of securities for which a duty to
       file reports under Section 13(a) or 15(d) remains)
                                
Please  place  an  X in the box(es) to designate the  appropriate
rule provision(s) relied upon to terminate or suspend the duty to
file reports:

Rule 12g-4(a)(1)(i)      [X]        Rule 12h-3(b)(1)(ii)     [ ]
Rule 12g-4(a)(1)(ii)     [ ]        Rule 12h-3(b)(2)(i)      [ ]
Rule 12g-4(a)(2)(i)      [ ]        Rule 12h-3(b)(2)(ii)     [ ]
Rule 12g-4(a)(2)(ii)     [ ]        Rule 15d-6               [ ]
Rule 12h-3(b)(1)(i)      [ ]        
                                    
Approximate  number of holders of record as of the certification
or notice date:  ZERO (Warrants expired)

Pursuant to the requirements of the Securities Exchange  Act  of
1934, Intel Corporation has caused this certification/notice  to
be  signed  on  its  behalf by the undersigned  duly  authorized
person.

Date:  March 16, 1998          By:  /s/F. THOMAS DUNLAP, JR.
                                    F. Thomas Dunlap, Jr.
                                    Vice President, General
                                    Counsel and Secretary

Instruction:   This form is required by Rules 12g-4,  12h-3  and
15d-6  of the General Rules and Regulations under the Securities
Exchange  Act  of  1934.  The registrant  shall  file  with  the
Commission  three  copies of Form 15,  one  of  which  shall  be
manually  signed.   It  may  be signed  by  an  officer  of  the
registrant,  by counsel or by any other duly authorized  person.
The name and title of the person signing the form shall be typed
or printed under the signature.