Washington, D.C. 20549

                                    FORM 13F

                              Form 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: March 31, 2011

Check here if Amendment [x]; Amendment Number: 1
      This Amendment (Check only one):       [x] is a restatement.
                                             [ ] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Intel Corporation
2200 Mission College Boulevard
Santa Clara, CA  95054-1549

Form 13F File Number: 028-04527

Person Signing this Report on Behalf of Reporting Manager:

Cary I Klafter, Corporate Secretary, (408) 765-1215

ATTENTION--Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.  See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)

The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.

Signature, Place, and Date of Signing:

/s/ Cary I. Klafter        Santa Clara, California
-----------------------    May 16, 2011

Report Type (Check only one):

[X]     13F HOLDINGS REPORT. (Check here if all holdings of this reporting
        manager are reported in this report.)

[ ]     13F NOTICE. (Check here if no holdings reported are in this report,
        and all holdings are reported by other reporting manager(s).)

[ ]     13F COMBINATION REPORT. (Check here if a portion of the holdings for
        this reporting manager are reported in this report and a portion are
        reported by other reporting manager(s).)

                             Form 13F SUMMARY PAGE


Report Summary:

Number of Other Included Managers:                     3

Form 13F Information Table Entry Total:                9

Form 13F Information Table Value Total:  $             $974,201

Explanatory Remarks:

The Reporting Manager is filing this amended and restated Form 13F-HR/A
to: (i) delete BCD Semiconductor Mfg Ltd as it was inadvertently included in
the initial Form 13F for the quarter ended March 31, 2011 (the "Initial 13F");
(ii) correct the Fair Market Value listed for HiSoft Technology Intl Ltd; and
(iii) amend the totals reported on the Initial 13F, which are restated in the
above Report Summary.

List of Other Included Managers:

Provide a numbered list of the name(s) and 13F file number(s) of all
institutional investment managers with respect to which this report is filed,
other than the manager filing this report.

      Form 13F File Number    Name

1.    028-13724               Intel Capital (Cayman) Corporation

2.    028-06331               Intel Capital Corporation

3.    028-14014               Intel Technology Asia Pte Ltd

                                                  FORM 13F INFORMATION TABLE

          COLUMN 1               COLUMN 2     COLUMN 3  COLUMN 4      COLUMN 5          COLUMN 6    COLUMN 7        COLUMN 8
----------------------------- --------------- --------- -------- ------------------- ---------- -------- ----------------------
                                                         VALUE     SHRS OR   SH/ PUT/  INVESTMENT    OTHER      VOTING AUTHORITY
----------------------------- --------------- --------- -------- ---------- --- ---- ---------- -------- ------ ---------- ----
ASM INTERNATIONAL NV          NY REGISTER SH  N07045102   10,858      274,268 SH       DEFINED      2            0     274,268    0
CLEARWIRE CORP                CL A            18538Q105   18,633    3,333,333 SH       DEFINED      1            0   3,333,333    0
CLEARWIRE CORP                CL A            18538Q105  186,333   33,333,333 SH       DEFINED      2            0  33,333,333    0
HARMONIC, INC                 COM             413160102    2,823      300,907 SH       DEFINED      1            0     300,907    0
HISOFT TECHNOLOGY INTL LTD    SPONSORED ADR   43358R108   17,039      909,732 SH       DEFINED      1            0     909,732    0
MICRON TECHNOLOGY INC         COM             595112103  516,150   45,000,000 SH       DEFINED      3            0  45,000,000    0
PACIFIC BIOSCIENCES OF CA     COM             69404D108   23,708    1,687,433 SH       DEFINED      2            0   1,687,433    0
PHOTRONICS INC                NOTE 5.500%10/0 719405AF9    5,000    5,000,000 PRN      DEFINED      2            0   5,000,000    0
VMWARE INC                    COM A           928563402  193,657    2,375,000 SH       DEFINED      2            0   2,375,000    0