SecProbe.io

Mail Stop 6010
June 19, 2006

Mr. Andy D. Bryant
Executive Vice President and Chief Financial Officer
Intel Corporation
2200 Mission College Boulevard
San Clara, CA  95054-1549

  RE:  Intel Corporation
   Form 10-K for the year ended December 31, 2005
Form 10-Q for the quarter ended April 1, 2006
Form 8-K filed April 19, 2006
   File No.   0-06217

Dear Mr. Bryant:

We have reviewed your filing  and have the following comments.  We have
limited our review of your filing to those i ssues we have addressed in our comments.
Where indicated, we think you should revise yo ur future documents in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Andy D. Bryant
Intel Corporation
June 19, 2006 Page 2
Form 10-Q for the quarterly period ended April 1, 2006

Note 3. Employee Equity Incentive Plans, page 5
1. There does not appear to be any basis or  context in GAAP for computing the per
share effects of a form of compensation.  Accordingly, in future filings, please
remove share-based compensation effects on earnings per share from the financial
statements.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 17
2. Your disclosure appears to iden tify the following non-GAAP measures:
1. gross margin excluding share-based compensation
2. research and development, excluding share-based compensation
3. marketing, general and administrative,  excluding share-based compensation
4. income taxes, excluding share-based compensation
5. net income, excluding share-based compensation
6. fully-diluted earnings per share, ex cluding the effects of share-based
compensation on both the numerator and the denominator

We do not believe that your disclosure addr esses with sufficient precision each of the
disclosure points identified in the response to Question 8 of the June 13, 2003 Frequently
Asked Questions Regarding the Use of Non-GAAP Financial Measures for each  of your
non-GAAP measures identified above.  We re quest that you consider our observations
below and provide us with a draft of revise d disclosure you would propose to include in
future filings to address them.

FAQ 8 indicates that management shoul d include the following disclosure:
1. the manner in which management uses the non-GAAP measure to conduct or evaluate its business
Your references to “internal manageri al purposes,” “planning and forecasting
future periods,” and “budget and planning pr ocess” appear to be too generalized.
Please propose clarifying disclosure for each  measure that explains more precisely
how management uses them.  Consider questions similar to the following in
crafting such disclosure:  Are your tax strategies determined exclusive of the
effects of share based compensation?  Are the number of full-time equivalent employees working in research and de velopment dependent on the portion of
research and development expense comp rised of share-based compensation?
How does your non-GAAP research and de velopment measure help you make
year-to-year comparisons?  For example, if total GAAP research and development
expenses increased from one-year to the next, but the non-GAAP measure of
research and development decreased because share-based payments constituted a

Mr. Andy D. Bryant
Intel Corporation
June 19, 2006 Page 3
larger portion of total compensation, what does management glean about
performance?

In the fourth paragraph on page 17, you indicate that you include each of the measures identified above to compare period-to-period results on a segment basis.  If each non-GAAP measure identified above is reported to the SFAS 131 chief operating decision maker on a segment basi s for purposes of allocating resources
and assessing performance, please in clude each such amount in your SFAS 131
financial statement footnote disclosure.  If  it is not, please consider the need to
revise the referenced disclosure.

See the second paragraph on page 18.  Clarify in your proposed disclosure whether the weighted average number of  shares used to determine profit-
dependent cash incentive compensation paid  to employees excludes the effects of
123(R) upon the number of diluted shares.  Also, please briefly clarify in your
proposed disclosure how 123(R) affects the number of diluted shares based on
your unique share-based compensation arrangements.

2. the economic substance behind management ’s decision to use such a measure
For each non-GAAP measure, please explai n why management uses the measure
to assess performance.  In this regard, we note that you address measurement
imprecision for a number of your financ ial statement elements in critical
accounting estimates, but you do not appear  to consider such imprecision in
assessing performance.  Similarly, we not e that share-based compensation is one
form of total compensation and such total compensation arrangements, like
organizational structures, management st yles, distribution methods, and marketing
plans, are likely to differ among companies and impact profitability differently.
In that context, please propose disclo sure that helps investors understand why
management singles out share-based compensation.

Also, broadly for all the non-GAAP meas ures, please propose disclosure that
explains how understanding the portion of total compensation represented by
share-based compensation helps management assess performance.

3. the material limitations associated wi th use of the non-GAAP financial measure
as compared to the use of the most directly comparable GAAP financial measure
We are unable to note disclosure responsive to this consideration.  In this regard,
the statements in the third paragraph on page 17 that the non-GAAP measures
should not be viewed as substitutes for GAAP measures or comparable to
similarly titled measures of other companies and the statement in the fourth
paragraph on page 18 stating that shar e-based compensation is an important
element of the company’s compensation st ructure, while factual, do not identify
the material limitations of the non-GAAP m easures you present.  Please provide

Mr. Andy D. Bryant
Intel Corporation
June 19, 2006 Page 4
this disclosure for each  non-GAAP measure you present as well as for the number
of shares included in non-GAAP fu lly-diluted earnings per share.

4. the manner in which management compensa tes for these limitations when using
the non-GAAP financial measure
It appears that you ar e attempting to address this consideration in the fourth
paragraph on page 18; however that para graph appears to be overly generalized
and ambiguous.  Please endeavor to a ddress this consideration with more
precision for each non-GAAP measure.  For example, it is unclear what you mean
in the first sentence when you state th at the non-GAAP measures you present
“should not be viewed as a pro forma pres entation reflecting the elimination of
the underlying share-based compensation pr ograms.”  It is unclear how you think
the measures should be viewed as they  do eliminate share-based compensation.
In the second sentence, it is unclear wh at “this aspect of the non-GAAP financial
measures” is that management takes into  consideration; how management takes it
into consideration; and what specific quantitative and qual itative information,
notwithstanding the reference to the discussion under the caption “Employee
Equity Incentive Plans”, management uses  to compensate for the limitations of
each measure.

5. the substantive reasons why management believes the non-GAAP financial
measure provides useful information to investors.
Refer to the third paragraph on page 18.  Please clarify in your disclosure how the
presentation of non-GAAP measures fac ilitates an investor’s comparison of
performance, as opposed to liquidity, on a GAAP basis among other companies.
In this regard, we note that you address measurement imprecision in critical accounting estimates.

Critical Accounting Estimates, Share-based compensation, page 22
3. Please revise future filings to provide quantified  sensitivity analysis disclosure,
not just qualitative information when disc ussing your critical accounting estimates
and assumptions.  Refer to Section V. Critical Accounting Estimates of Release
No. 33-8350: Interpretation – Commission Guidance Regarding Management’s
Discussion and Analysis of Financial Condition and Results of Operations  for
guidance.

Results of Operations, page 25
4. Although your discussions generally identify  factors responsible for changes in
financial statement line items, sometimes they do not include explanation of how
or why the factors arose.   For example, revise in future filings to:
a. Explain why microprocessor average selling prices and motherboard unit sales
decreased;

Mr. Andy D. Bryant
Intel Corporation
June 19, 2006 Page 5
b. Explain why revenue in your European  region decreased 19% from March 31,
2005 to March 31, 2006; and
c. Revise your narrative to clarify, and to  quantify the impact upon revenues of
changes from both volume and pri ce during each period presented.

This list is not meant to be all-inclusive.  Apply this general guidance in future filings.

Form 8-K filed April 19, 2006
5. We note the non-GAAP information include d in the press release furnished by
Intel in the Form 8-K filed April 19, 2006.  Intel’ s non-GAAP presentation does
not appear consistent with our guidance and requirements on such presentation.
Please refer to our discussion above re garding your disclosure of non-GAAP
measures.  Revise future filings to addr esses with sufficient precision each of the
disclosure points identified in the response to Question 8 of the June 13, 2003
Frequently Asked Questions Regardi ng the Use of Non-GAAP Financial
Measures for each  of your non-GAAP measures identified.

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

Mr. Andy D. Bryant
Intel Corporation
June 19, 2006 Page 6
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Julie Sherman, Staff Accountant at (202) 551-3640 or me at
(202) 551-3554 regarding comments on the financ ial statements and related matters.  In
this regard, do not hesitate to contact Martin James, Senior Assistant Chief Accountant, at
(202) 551-3671 with any other questions.

              Sincerely,

        A n g e l a  J .  C r a n e
Branch Chief