UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15 (d)
of The Securities Exchange Act of 1934

Date of Report: April 15, 2008
(Date of earliest event reported)

INTEL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware

000-06217

94-1672743

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2200 Mission College Blvd., Santa Clara, California

95054-1549

(Address of principal executive offices)

(Zip Code)

(408) 765-8080
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02   RESULTS OF OPERATIONS AND FINANCIAL CONDITION
 
Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for Intel Corporation for the quarter ended March 29, 2008 and forward-looking statements relating to 2008 and the second quarter of 2008 as presented in a press release of April 15, 2008. The information in this report shall be deemed incorporated by reference into any registration statement heretofore or hereafter filed under the Securities Act of 1933, as amended, except to the extent that such information is superseded by information as of a subsequent date that is included in or incorporated by reference into such registration statement. The information in this report shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
 
Item 7.01 REGULATION FD DISCLOSURE
 
In connection with the company's ongoing program designed to improve operational efficiency and results, the company previously announced that it had determined on August 30, 2006 to undertake a number of additional actions recommended by the company’s Structure and Efficiency Taskforce relating to organizational efficiency, business processes and programs.
 
As part of the company’s structure and efficiency program, the company recorded net restructuring and asset impairment charges of $329 million in the first quarter of 2008. These charges included asset impairment charges of $275 million in the first quarter of 2008 related to assets which were sold subsequent to quarter end in conjunction with the divestiture of our NOR flash memory business.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INTEL CORPORATION

(Registrant)

 

Date:

April 15, 2008

By:

/s/ Stacy J. Smith

Stacy J. Smith

Vice President and Chief Financial Officer

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