SecProbe.io

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                            CONFIDENTIAL
                  FOR INFORMATION OF SEC STAFF ONLY

July 11, 2006

United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street NE
Mail Stop 6010
Washington, D.C.  20549
Attn:  Angela J. Crane

     Re:  Intel Corporation
          December 31, 2005 Form 10-K and
              Subsequent Exchange Act Filings
          File No. 0-06217

Dear Ms. Crane,

     We have received your comment letter dated June 19, 2006, and
the following represents our response to your comments.  For your
ease of reference, we have included your original comments below and
have provided our responses after each comment.

     We would like to advise the staff that it is our intent to use
non-GAAP measures, excluding the effects of share-based compensation,
only in our filings for our fiscal 2006. The Audit Committee of our
Board of Directors has only approved the use of such non-GAAP
measures for 2006. After the first year of adoption of SFAS No.
123(R), we believe the information will become less useful for
investors.

Form 10-Q for the quarterly period ended April 1, 2006

Comment No. 1

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.

Response to Comment No. 1

     We agree with the staff's comment that there is ordinarily no
context for computing the per-share effects of a form of
compensation. However, we believe this disclosure is required by the
Financial Accounting Standards Board (FASB) in Statement of Financial
Accounting Standards No. 123 (revised-2004), "Share-Based Payment,"
(SFAS No. 123(R)). Specifically, SFAS 123(R) paragraph 84 states:

<PAGE>

United States Securities and Exchange Commission
Division of Corporate Finance
July 11, 2006
Page 2

        "In the period that this Statement is adopted,
        an entity shall disclose the effect of the
        change from applying the original provisions
        of Statement 123 on income from continuing
        operations, income before income taxes, net
        income, cash flow from operations, cash flow
        from financing activities, and basic and
        diluted earnings per share."

We believe that the disclosure in our Form 10-Q, a copy of which is
reproduced below, sets forth in tabular format information that
satisfies the requirements of SFAS No. 123(R) paragraph 84:

                                                  Three Months Ended

                                                April 1,    April 2,
(In Millions-Except Per Share Amounts)            2006        2005
--------------------------------------          --------    --------

Cost of sales                                $        86  $     -

Research and development                             135        -

Marketing, general and administrative                153        -
                                                 -------    --------
Share-based compensation effect in income
before taxes                                         374        -

Income taxes                                        (110)       -
                                                 -------    --------

Net share-based compensation effects in net
income                                       $       264  $     -
					        ========    ========

Share-based compensation effects on basic
  earnings per common share                  $      0.05  $     -
                                                ========    ========
Share-based compensation effects on diluted
  earnings per common share                  $      0.04  $     -
                                                ========    ========
Share-based compensation effects on cash
  flow from operations                       $       (61) $     -
                                                ========    ========
Share-based compensation effects on cash
  flow from financing activities             $        61  $     -
                                                ========    ========

     We additionally advise the staff that as this disclosure will no
longer be required subsequent to the year of adoption, we plan to
discontinue presenting the per share impacts beginning with our first
quarter 2007 Form 10-Q filing.

<PAGE>

United States Securities and Exchange Commission
Division of Corporate Finance
July 11, 2006
Page 3

Comment No. 2

Management's Discussion and Analysis of Financial Condition and
Results of Operations, page 17

     2.   Your disclosure appears to identify 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, excluding the effects of share-
     based compensation on both the numerator and the denominator

     We do not believe that your disclosure addresses 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 request that you consider our
observations below and provide us with a draft of revised disclosures
you would propose to include in future filings to address them.

Note: For clarity we will respond to individual portions of comment
#2 separately:

     Our disclosures include the following non-GAAP financial
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.   operating income, excluding share-based compensation
5.   net income, excluding share-based compensation
6.   diluted earnings per share, excluding the effects of share-based
     compensation on both the numerator and the denominator

<PAGE>

United States Securities and Exchange Commission
Division of Corporate Finance
July 11, 2006
Page 4

     We acknowledge the staff's comment concerning more specific
identification of considerations for each individual measure. Because
our non-GAAP measures are all similar in that they each exclude, and
only exclude, the effects of share-based compensation, there are
common elements to the disclosure considerations identified in
Question 8 of the Staff's June 13, 2003 Frequently Asked Questions
regarding the Use of Non-GAAP Financial Measures (the "FAQ") for each
of these financial measures.  We would also like to advise the staff
that in managing the company's business on a consolidated basis,
consistent with how we have managed the business for many years prior
to implementation of SFAS 123(R), we do not include the effects of
share-based compensation, other than in evaluating potential
dilution. The adoption of SFAS No. 123(R) did not change the way we
manage our business. This includes budgeting, planning, forecasting,
assessing performance and allocating resources. The revised
disclosure attached to this letter provides specific information
about each individual measure in accordance with the FAQ, including
particularized examples and disclosure when applicable to each non-
GAAP financial measure.

FAQ 8 indicates that management should include the following
disclosure:

Comment No. 2 section 1:

1.   'the manner in which management uses the non-GAAP measure to
     conduct or evaluate its business'

     Your references to "internal managerial purposes," "planning and
     forecasting future periods," and "budget and planning process"
     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 development dependent on the portion of research
     and development expense comprised of share-based compensation?
     How does your non-GAAP research and development 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 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 basis for purposes of allocating
     resources and assessment performance, please include each such
     amount in your SFAS 131 financial statement footnote disclosure.
     If it is not, please consider the need to revise the referenced
     disclosure.

<PAGE>

United States Securities and Exchange Commission
Division of Corporate Finance
July 11, 2006
Page 5

     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.

Response to comment No. 2 section 1 paragraph 1:

     We acknowledge the staff's comment and, as stated above, have
provided particularized examples and disclosure for each specific
measure in our proposed revised disclosure attached to this letter.

Response to comment No. 2 section 1 paragraph 2:

     We acknowledge the staff's comment about the non-GAAP measures
in relation to the review of segment results by our chief operating
decision maker (the CODM). Operating income is the measure of
profitability that our CODM uses for purposes of assessing
performance and allocating resources. Our CODM does not review income
taxes, net income, or earnings per share on a segment basis as we do
not account for taxes or other income and expense on a segment basis
and in fact we do not calculate such items on a segment basis.
Therefore, we are revising our disclosure in future filings as noted
in the draft attached to this letter to reflect that only certain of
our non-GAAP financial measures are reported to the CODM on a segment
basis.

Response to comment No. 2 section 1 paragraph 3:

     We confirm that our profit-dependent cash incentive compensation
paid to employees, including senior management, is calculated using
formulae that incorporate our weighted average diluted common shares
outstanding, excluding the effects of share-based compensation. The
calculation of diluted common shares outstanding, excluding the
effects of share-based compensation, excludes the proceeds from the
remaining unamortized share-based compensation, and adjusts the
proceeds from tax benefits by excluding the effects of share-based
compensation.  The calculation of diluted common shares outstanding,
excluding the effects of share-based compensation is comparable to
the calculation of diluted common shares outstanding, as reported,
prior to the adoption of SFAS 123(R). We are revising our disclosure
in future filings as noted in the draft attached to this letter to
include the above information for added clarity for the reader.

<PAGE>

United States Securities and Exchange Commission
Division of Corporate Finance
July 11, 2006
Page 6

Comment No. 2 section 2:

2.    'the economic substance behind management's decision to use
          such a measure'

     For each non-GAAP measure, please explain why management uses
     the measure to assess performance.  In this regard, we note that
     you address measurement imprecision for a number of your
     financial statement elements in critical accounting estimates,
     but you do not appear to consider such imprecision in assessing
     performance.  Similarly, we note that share-based compensation
     is one form of total compensation and such total compensation
     arrangements, like organizational structures, management styles,
     distribution methods, and marketing plans, are likely to differ
     among companies and impact profitability differently.  In that
     context, please propose disclosure that helps investors
     understand why management singles out share-based compensation.

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

Response to comment No. 2 section 2:

     The economic substance behind management's decision to use non-
GAAP measures is that at present management has decided to continue
to manage and evaluate the company's operations on the same basis as
prior to adoption of SFAS No. 123(R), at least until there is greater
experience and familiarity with assessing the effects of share-based
compensation. The effects of implementing SFAS No. 123(R) represent a
measurable change in the gross margin, research and development and
marketing, general and administrative expenses, operating income, net
income, and diluted earnings per share, and management believes the
non-GAAP financial measures are appropriate and necessary for both
its own assessment of, and to show the reader, how our performance
compares to fiscal 2005, when these charges were not included in our
results. We will revise our disclosure in future filings as noted in
the draft attached to this letter, to more specifically address the
economic substance and effect on comparability of each non-GAAP
measure used.  These disclosures address how management assesses
performance by excluding share-based compensation from the non-GAAP
financial measures.

     Our decision to single out share-based compensation reflects the
fact that, unlike other critical accounting estimates in which
adjustments and changes in the estimates can fluctuate up or down in
any given period, when comparing 2006 to 2005 share-based
compensation increases the related expenses in all regards. Unlike
other forms of compensation, share-based compensation was not
recognized within cost of sales or any other line item prior to
January 1, 2006 when we adopted the provisions of SFAS No. 123(R).
These period-to-period changes do not reflect and do not provide
comparative information on changes in the compensation arrangements,
organizational structures, management styles, distribution methods or
marketing plans, but reflect solely adoption of the new accounting
standard that significantly affects the company's reported financial
results.  In this regard, we advise the staff that the estimated
difference that share-based compensation will cause when comparing
2006 to 2005 is $1.1B to expenses and 1 percentage point of gross
margin.  On the other

<PAGE>

United States Securities and Exchange Commission
Division of Corporate Finance
July 11, 2006
Page 7

hand, segment managers are held accountable for other forms of
compensation, and as such those compensation charges are included in
the segments result