As filed with the Securities and Exchange Commission on March 8, 1999. Registration No. 333-59939 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ---------- INTEL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 94-1672743 (State or Other Jurisdiction of (I.R.S. Employer Identification Incorporation or Organization) Number) 2200 Mission College Boulevard Santa Clara, California 95052-8119, (408) 765-8080 (Address, including Zip Code, and Telephone Number Including Area Code, of Registrant's Principal Executive Offices) F. Thomas Dunlap, Jr., Esq. INTEL CORPORATION 2200 Mission College Boulevard Santa Clara, California 95052-8119, (408) 765-8080 (Name, Address, including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copy to: Kenneth R. Lamb, Esq. Lisa A. Fontenot, Esq. Gibson, Dunn & Crutcher LLP One Montgomery Street San Francisco, California 94104 (415) 393-8200 Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the effective date of this Registration Statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [] _____________________ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. DEREGISTRATION OF SECURITIES The purpose of this Post-Effective Amendment No. 2 (this "Amendment") to the Registration Statement on Form S-3 (Registration No. 333-59939) (the "Registration Statement") of Intel Corporation, a Delaware corporation, is to deregister $80,290,000 principal amount of the Puerto Rico Industrial, Tourist, Educational, Medical and Environmental Control Facilities Financing Authority Adjustable Rate Industrial Revenue Bonds, 1983 Series A and B (Intel Corporation Project), which principal amount constitutes those securities registered pursuant to the Registration Statement but not remarketed as of the date this Amendment is filed. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on the 5th day of March, 1999. INTEL CORPORATION By: /s/F. Thomas Dunlap, Jr. --------------------------- F. Thomas Dunlap, Jr. Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. NAME TITLE DATE * Chairman Emeritus, Mar. 5, 1999 Gordon E. Moore Director * Chairman of the Board, Mar. 5, 1999 Andrew S. Grove Director * Director, President and Mar. 5, 1999 Craig R. Barrett Chief Executive Officer (Principal Executive Officer) * Director Mar. 5, 1999 John P. Browne * Director Mar. 5, 1999 Winston H. Chen * Director Mar. 5, 1999 D. James Guzy * Director Mar. 5, 1999 Arthur Rock * Director Mar. 5, 1999 Jane E. Shaw Mar. 5, 1999 * Director Leslie L. Vadasz * Director Mar. 5, 1999 David B. Yoffie * Director Mar. 5, 1999 Charles E. Young * Senior Vice President and Mar. 5, 1999 Andy D. Bryant Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) *By: /s/F. Thomas Dunlap, Jr. --------------------------- F. Thomas Dunlap, Jr. Attorney-in-Fact March 8, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: Intel Corporation/Post-Effective Amendment No. 2 to Form S-3 Registration Statement Ladies and Gentlemen: Intel Corporation (the "Company") hereby submits for filing in electronic form the Company's Post-Effective Amendment No. 2 (the "Amendment") to the Registration Statement on Form S-3 (Registration No. 333-59939) pursuant to Rule 415 of the Securities Act of 1933, as amended, relating to $110,000,000 aggregate principal amount Puerto Rico Industrial, Tourist, Educational, Medical and Environmental Control Facilities Financing Authority ("AFICA") Adjustable Rate Industrial Revenue Bonds, 1983 Series A and B (Intel Corporation Project) (the "Bonds"). The Amendment deregisters the principal amount of Bonds covered by the Registration Statement on Form S-3 which were not tendered for redemption pursuant to the terms of the Bonds and remarketed. In addition, we request that effectiveness of this Amendment be accelerated to 9:00 a.m. (Washington, D.C. time) on March 10, 1999, or as soon thereafter as practicable. If you have any questions about this filing, please contact me at (408) 765-9771. Please provide us in due course with an acceptance notice for this filing and this request for acceleration. Very truly yours, /s/Patrice C. Scatena Senior Attorney Enclosures cc: Lisa A. Fontenot, Esq. Kenneth R. Lamb, Esq.