Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BARSHEFSKY CHARLENE
  2. Issuer Name and Ticker or Trading Symbol
INTEL CORP [INTC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
WILMERHALE, 1875 PENNSYLVANIA AVENUE, NW
3. Date of Earliest Transaction (Month/Day/Year)
07/17/2008
(Street)

WASHINGTON, DC 20006
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
COMMON (1) 07/21/2008   M   2,823 A $ 0 2,823 D  
COMMON               6,800 I Joint Account with Spouse
COMMON               8,200 I By 401(k) Plan

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $ 0 (2) 07/17/2008   A     3,376   (3)(4)   (3)(4) COM.STK 3,376 $ 0 16,263 D  
Restricted Stock Units $ 0 (2) 07/17/2008   A     3,377   (3)(4)   (3)(4) COM.STK 3,377 $ 0 19,640 D  
Restricted Stock Units $ 0 (2) 07/17/2008   A     3,377   (3)(4)   (3)(4) COM.STK 3,377 $ 0 23,017 D  
Restricted Stock Units $ 0 (2) 07/21/2008   M     2,823 07/21/2008 07/21/2008 COM.STK 2,823 $ 0 20,194 (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BARSHEFSKY CHARLENE
WILMERHALE
1875 PENNSYLVANIA AVENUE, NW
WASHINGTON, DC 20006
  X      

Signatures

 CHARLENE BARSHEFSKY   07/21/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares acquired on the vesting of restricted stock units.
(2) Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.
(3) Unless earlier forfeited under the terms of the RSU, 33 1/3% of the award vests and converts into common stock on each anniversary of the grant date, unless that date falls on a non-business date, in which case the next business date shall apply.
(4) The reporting person elected to defer settlement of his/her grant of Restricted Stock Units until the termination of his/her service to the Intel Corporation Board of Directors.
(5) This amount includes 2,413 Restricted Stock Units that have vested as to which the settlement has been deferred. Ambassador Barshefsky also holds 39,000 options with the right to buy Intel Corporation common stock and also owns directly 6,838 phantom share units acquired under the Intel Corporation 2006 Deferral Plan for Outside Directors.

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