UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                                   
                               FORM 10-Q

(Mark One)
  X    Quarterly report pursuant to Section 13 or 15(d) of the Securities 
       Exchange Act of 1934 For the quarterly period ended September 28, 1996

                                 OR

       Transition report pursuant to Section 13 or 15(d) of the Securities 
       Exchange Act of 1934 For the transition period from ______ to ______


Commission File Number  0-6217


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

           Delaware                           94-1672743
 (State or other jurisdiction of            (I.R.S. Employer
  incorporation or organization)           Identification No.)


2200 Mission College Boulevard, Santa Clara, California     95052-8119
        (Address of principal executive offices)            (Zip Code)

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

                                    N/A
(Former name, former address, and former fiscal year, if changed since
                             last report.)

Indicate by check mark whether the Registrant (1) has filed all  reports
required  to be filed by section 13 or 15(d) of the Securities  Exchange
Act  of 1934 during the preceding 12 months (or for such shorter  period
that  the  Registrant was required to file such reports),  and  (2)  has
been subject to such filing requirements for the past 90 days. Yes X  No

         Shares outstanding of the Registrant's common stock:

          Class                        Outstanding at September 28, 1996
Common Stock, $.001 par value                    820.6 million




 2

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Intel Corporation
Consolidated Condensed Statements of Income (unaudited)
(in millions, except per share amounts)

                             Three Months Ended    Nine Months Ended
                             ------------------    -----------------
                            Sept. 28,  Sept. 30,  Sept. 28,  Sept. 30,
                             1996        1995       1996       1995
                            --------   --------   --------   --------
Net revenues                $ 5,142    $ 4,171    $14,407    $11,622
Costs and expenses:                                            
  Cost of sales               2,201      2,008      6,772      5,422
  Research and development      449        334      1,288        944
  Marketing, general and                                       
    administrative              565        440      1,600      1,274
                            -------    -------    -------    -------
Operating costs and                                            
  expenses                    3,215      2,782      9,660      7,640
                            -------    -------    -------    -------
Operating income              1,927      1,389      4,747      3,982
Interest expense                 (6)        (7)       (14)       (24)
Interest and other                                             
  income, net                    97        101        262        340
                            -------    -------    -------    -------
Income before provision
  for taxes                   2,018      1,483      4,995      4,298
Provision for taxes             706        552      1,748      1,599
                            -------    -------    -------    -------
Net income                  $ 1,312    $   931    $ 3,247    $ 2,699
                            =======    =======    =======    =======
Earnings per common and 
  common equivalent share   $  1.48    $  1.05    $  3.67    $  3.06
                            =======    =======    =======    =======
Cash dividends declared                                        
  per common share          $  0.05    $  0.04    $  0.14    $  0.11
                            =======    =======    =======    =======
Weighted average number
  of common and common 
  equivalent shares
  outstanding                   885        889        884        883
                            =======    =======    =======    =======

(See Notes to Consolidated Condensed Financial Statements.)




 3

PART I - (continued)

Item 1.  Financial Statements (Continued)

Intel Corporation
Consolidated Condensed Balance Sheets           Sept. 28,   Dec. 30,
(in millions)                                      1996       1995
                                                ---------------------
                                               (unaudited)
ASSETS
Current assets:
  Cash and cash equivalents                    $  3,513     $ 1,463
  Short-term investments                          2,307         995
  Accounts receivable, net                        3,488       3,116
  Inventories:                                                     
    Raw materials                                   320         674
    Work in process                                 712         707
    Finished goods                                  338         623
                                                -------     -------
                                                  1,370       2,004
                                                -------     -------
  Deferred tax assets                               430         408
  Other current assets                              107         111
                                                -------     -------
Total current assets                             11,215       8,097
                                                -------     -------

Property, plant and equipment, at cost           13,621      11,792
Less:  Accumulated depreciation                  (5,363)     (4,321)
                                                -------     -------
Property, plant and equipment, net                8,258       7,471
Long-term investments                             1,407       1,653
Other assets                                        192         283
                                                -------     -------
TOTAL ASSETS                                    $21,072     $17,504
                                                =======     =======

LIABILITIES AND STOCKHOLDERS' EQUITY                               
Current liabilities:                                               
  Short-term debt                               $   409     $   346
  Accounts payable                                  790         864
  Accrued compensation and benefits                 825         758
  Accrued advertising                               331         218
  Other accrued liabilities                         506         328
  Deferred income on shipments to distributors      342         304
  Income taxes payable                              803         801
                                                -------     -------
Total current liabilities                         4,006       3,619
                                                -------     -------
Long-term debt                                      702         400
Deferred tax liabilities                            853         620
Put warrants                                        547         725
Stockholders' equity:                           
  Preferred stock                                    --          --
  Common stock and capital in excess                               
    of par value                                  2,830       2,583
  Retained earnings                              12,134       9,557
                                                -------     -------
Total stockholders' equity                       14,964      12,140
                                                -------     -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $21,072     $17,504
                                                =======     =======

(See Notes to Consolidated Condensed Financial Statements.)





 4

PART I - (continued)

Item 1.  Financial Statements (Continued)

Intel Corporation
Consolidated Condensed Statements of Cash Flows 
(unaudited, in millions)
                                                 Nine Months Ended
                                                 -----------------
                                                Sept. 28,  Sept. 30,
                                                  1996       1995
Cash flows provided by (used for) operating     --------   --------
  activities:
Net income                                      $ 3,247    $ 2,699
Adjustments to reconcile net income to net cash                   
  provided by operating activities:                                        
  Depreciation                                    1,369        985
  Net loss on retirements of property, 
    plant and equipment                              78         51
  Amortization of debt discount                      --          9
  Change in deferred tax assets and liabilities     158        185
  Changes in assets and liabilities:                              
    (Increase) in accounts receivable              (372)    (1,383)
    Decrease (increase) in inventories              634       (941)
    Decrease (increase) in other assets              38       (269)
    (Decrease) increase in accounts payable         (74)       366
    Increase in accrued compensation and benefits    67         42
    Increase in income taxes payable                  2        457
    Increase (decrease) in other liabilities        321       (145)
    Tax benefit from employee stock plans            98         94
    Purchases of trading assets                     (75)        --
    Gain on trading assets                           (5)        --
                                                 ------     ------
    Total adjustments                             2,239       (549)
                                                 ------     ------
Net cash provided by operating activities         5,486      2,150
Cash flows provided by (used for) investing      ------     ------
  activities:
  Additions to property, plant and equipment     (2,234)    (2,570)
  Purchases of long-term, available-for-sale
    investments                                     (40)       (98)
  Sales of long-term, available-for-sale
    investments                                      --        114
  Maturities and other changes in available-
    for-sale investments, net                      (732)       961
                                                 ------     ------
Net cash (used for) investing activities         (3,006)    (1,593)
                                                 ------     ------
Cash flows provided by (used for) financing                       
  activities:
  Increase in short-term debt, net                   63        397
  Additions to long-term debt                       300         --
  Proceeds from sales of shares through employee                  
    stock plans and other                           225        183
  Proceeds from sales of put warrants                56         64
  Repurchase and retirement of common stock        (967)      (971)
  Payment of dividends to stockholders             (107)       (83)
                                                 ------     ------
Net cash (used for) financing activities           (430)      (410)
                                                 ------     ------
Net increase in cash and cash equivalents        $2,050     $  147
                                                 ======     ======
Supplemental disclosures of cash flow                             
  information:
  Cash paid during the period for:                                
   Interest                                      $   35     $   67
   Income taxes                                  $1,384     $  863

Certain 1995 amounts have been reclassified to conform to the 1996 
presentation.

(See Notes to Consolidated Condensed Financial Statements.)





 5

PART I - (continued)

Item 1.  Financial Statements (Continued)

Intel Corporation, Notes to Consolidated Condensed Financial Statements
                                                                       
1.   The   accompanying   interim  consolidated   condensed   financial
     statements  of  Intel Corporation ("Intel," the "Company"  or  the
     "Registrant")  have  been  prepared in conformity  with  generally
     accepted   accounting  principles,  consistent  in  all   material
     respects with those applied in the Annual Report on Form 10-K  for
     the   year   ended  December  30,  1995.  The  interim   financial
     information  is  unaudited, but reflects  all  normal  adjustments
     which  are, in the opinion of management, necessary to  provide  a
     fair  statement of results for the interim periods presented.  The
     interim financial statements should be read in connection with the
     financial  statements in the Company's Annual Report on Form  10-K
     for the year ended December 30, 1995.

2.   Interest and other income includes (in millions):

                         Three Months Ended     Nine Months Ended
                         ------------------     -----------------
                        Sept. 28,  Sept. 30,   Sept. 28,  Sept. 30,
                          1996       1995        1996       1995
                        --------   --------    --------   --------
     Interest income       $ 91       $ 61        $249       $210
     Foreign currency         2          8          16         18
       gains
     Other income
       (expense), net         4         32          (3)       112
                           ----       ----        ----       ----
     Total                 $ 97       $101        $262       $340
                           ====       ====        ====       ====

     Other income for the nine months ended September 30, 1995 included
     approximately  $58  million  from the settlement  of  all  ongoing
     litigation with Advanced Micro Devices, Inc. and $23 million  from
     the   sale  of  a  portion  of  the  Company's  interest  in  VLSI
     Technologies, Inc. (both occurring in the first quarter of  1995),
     and  $37  million  from  the sale of a portion  of  the  Company's
     interest in Altera Corporation in the third quarter of 1995.

3.   Earnings  per  common and common equivalent share as presented  on
     the  face  of the statements of income represent primary  earnings
     per share. Dual presentation of primary and fully diluted earnings
     per   share  has  not  been  made  because  the  differences   are
     insignificant.

4.   The  Company's available-for-sale investments are reported at fair
     value,  with unrealized gains and losses, net of tax, recorded  in
     stockholders'  equity. Realized gains or losses  and  declines  in
     value, if any, judged to be other than temporary on available-for-
     sale securities are reported in other income or expense. Beginning
     in  the  first  quarter of 1996, the Company purchased  securities
     classified  as trading assets. The Company's trading  assets  ($80
     million  at  September 28, 1996) are held to generate  returns  to
     offset   changes  in  certain  liabilities  related  to   deferred
     compensation   arrangements.  The  trading   assets   consist   of
     marketable  equity securities and are stated at fair  value.  Both
     realized  and  unrealized gains and losses on trading  assets  are
     included  in  other  income or expense and  generally  offset  the
     change  in  the  deferred  compensation liability  which  is  also
     included in other income or expense.

5.   As  more  fully  described in the Company's Annual  Report,  Intel
     enters  into derivative financial instruments to reduce  financial
     market   risks.  These  instruments  are  used  to  hedge  foreign
     currency,  equity and interest rate market exposures of underlying
     assets,  liabilities and other obligations. The Company  does  not
     use  derivative financial instruments for speculative  or  trading
     purposes.  The Company's accounting policies for these instruments
     are  based  on  the Company's designation of such  instruments  as
     hedging   transactions.  The  criteria  the   Company   uses   for
     designating an instrument as a hedge include its effectiveness  in
     risk  reduction and one-to-one matching of derivative  instruments
     to underlying transactions.




 6

PART I - (continued)

Item 1.  Financial Statements (Continued)

Intel Corporation, Notes to Consolidated Condensed Financial Statements
(continued)

     Gains  and losses on currency forward contracts, and options  that
     are   designated   and   effective  as   hedges   of   anticipated
     transactions,  for which a firm commitment has been attained,  are
     deferred  and  recognized in income in the same  period  that  the
     underlying transactions are settled. Gains and losses on  currency
     forward  contracts,  options and swaps  that  are  designated  and
     effective  as  hedges of existing transactions are  recognized  in
     income  in  the same period as losses and gains on the  underlying
     transactions  are  recognized  and  generally  offset.  Income  or
     expense on swaps is accrued as an adjustment to the yield  of  the
     related investments or debt they hedge.

6.   During  the  third  quarter of 1996, the Company  repurchased  8.0
     million  shares  of  Common Stock under the  Company's  authorized
     repurchase program at a cost of $598 million. As of September  28,
     1996,  after  reserving  shares  to  cover  the  outstanding   put
     warrants,  approximately  19.3 million shares  remained  available
     under  the repurchase program (total authorization of 110  million
     shares)  authorized  by  the  Board of  Directors.  (See  Item  2.
     Management's Discussion and Analysis for subsequent activity.)

7.   In a series of private placements during the 1991-1996 period, the
     Company  sold put warrants that entitle the holder of each warrant
     to  sell  one share of Common Stock to the Company, at a specified
     price,  if  the holder exercises the warrant. Activity during  the
     first nine months of 1996 is summarized as follows:

                                       Put Warrants Outstanding
                       Cumulative      ------------------------
                        Proceeds       Number        Potential
     (In millions)      Received     Of Warrants     Obligation
     ----------------------------------------------------------
     December 30, 1995     $ 279          12.0          $ 725
     Sales                    18           3.0            175
     Exercises                            (1.8)          (108)
     Expirations              --          (1.5)           (58)
                           -----         -----          -----
     March 30, 1996        $ 297          11.7           $734
     Sales                    18           3.0            202
     Expirations              --          (3.0)          (186)
                           -----         -----          -----
     June 29, 1996         $ 315          11.7          $ 750
     Sales                    20           3.0            226
     Expirations              --          (6.2)          (429)
                           -----         -----          -----
     September 28, 1996    $ 335           8.5          $ 547
                           =====         =====          =====
     
     The  amount  related to the Company's potential buyback obligation
     has  been  reclassified from Stockholders' Equity and recorded  as
     put  warrants.  The  8.5  million  put  warrants  outstanding   on
     September  28, 1996 expire on various dates between November  1996
     and  August 1997 and have exercise prices ranging from  $56.25  to
     $80.75 per share, with an average exercise price of $64. There  is
     no  material dilutive effect on earnings per share for the periods
     presented.  (See Item 2. Management's Discussion and Analysis  for
     subsequent activity.)

8.   On March 29, 1995, Thorn EMI North America Inc. (EMI Group, NA)
     brought suit in Federal Court in Delaware against Intel alleging
     that certain Intel manufacturing processes infringe a U.S. patent.
     In May 1996, the Court granted Intel's motion for summary judgment
     on some of the processes in issue.  In November 1996, the Court
     granted Intel's motion for summary judgment on the remaining
     processes in issue and entered judgment in favor of Intel and
     against EMI on the claims in EMI's complaint.  EMI may appeal this
     decision.

9.   In  August  1996  the  Company  entered  into  a  private  reverse
     repurchase  arrangement  under which  it  borrowed  $300  million,
     payable  in 2001, at a current effective borrowing rate  of  LIBOR
     less  1.5%.   The  funds  received  under  this  arrangement   are
     available for general corporate purposes.





 7

Item 2.   Management's  Discussion and Analysis of Financial  Condition
          and Results of Operations

Results of Operations - Third Quarter of 1996 Compared to Third Quarter of 1995

Revenues  for  Q3  1996 increased by 23% compared to  Q3  1995.  Higher
volumes  of  the  rapidly ramping Pentium(TM) processor family,  partially
offset by lower processor prices and decreasing revenues from sales  of
related  board  level products, drove the overall growth  in  revenues.
Revenues  from   the   Intel486(TM) microprocessor   family    declined
substantially, primarily due to a major shift in market  demand  toward
the  Company's more advanced microprocessors. Chipsets and flash memory
also showed significant revenue growth between these periods.

Cost  of  sales rose by 10% from Q3 1995 to Q3 1996, primarily  due  to
increased unit volumes. Gross margin was 57% in Q3 1996 versus  52%  in
Q3  1995.  The increase in gross margin is due primarily to a shift  in
the mix to higher margin products.

A  majority  and  growing  portion of the  Company's  revenues,  and  a
substantial majority of its gross margin, are derived from sales of the
Pentium  processor  family  including  related  board  level  products.
Although  sales  of  the Intel486 microprocessor family  represented  a
significant portion of Q3 1995 revenues and gross margin, revenues  and
gross margin for these products were negligible for Q3 1996.

Research   and   development  expenses  and  marketing,   general   and
administrative expenses rose by a total of $240 million, or  31%,  from
Q3  1995  to  Q3  1996.  Spending  for  internal  product  and  process
development programs, personnel related spending and Intel Inside(R) and
other  advertising and marketing expenses accounted  for  most  of  the
increase.

Interest and other income for Q3 1996 decreased by $4 million from  the
prior  year  due  primarily to the fact that Q3  1995  included  a  $37
million pretax gain on the sale of a portion of Intel's equity interest
in  another  company,  offset partially by  higher  average  investment
balances in Q3 1996.

The  Company utilizes investments and corresponding interest rate swaps
to  preserve  principal  while enhancing the yield  on  its  investment
portfolio  without  significantly increasing  risk,  and  uses  forward
contracts,  options  and swaps to hedge foreign  currency,  equity  and
interest  rate market exposures. Gains and losses on these  instruments
are generally offset by those on the underlying hedged transactions; as
a result, there was no net impact on the Company's financial results in
either Q3 1996 or Q3 1995 from hedging activities.

The provision for taxes increased by $154 million, or 28%, primarily as
a  result of higher pretax earnings in 1996. In addition, the effective
tax rate decreased from 37.2% for Q3 1995 to 35% for Q3 1996.


Results  of  Operations - First Nine Months of 1996 Compared  to  First
Nine Months of 1995

Revenues for the first nine months of 1996 increased by 24% compared to
the  first  nine months of 1995. Higher volumes of the rapidly  ramping
Pentium  processor family, partially offset by lower  processor  prices
and  decreasing  revenues from sales of related  board  level  products
drove  the  overall  growth  in revenues. Revenues  from  the  Intel486
microprocessor family declined substantially, primarily due to a  major
shift   in   market   demand   toward  the  Company's   more   advanced
microprocessors.  Chipsets  and flash memory  also  showed  significant
revenue growth between these periods.

Cost  of  sales rose by 25% from the first nine months of 1995  to  the
first  nine  months of 1996, primarily due to increased  unit  volumes.
Gross  margin was 53% in the first nine months of 1996 and 53%  in  the
first nine months of 1995.





 8

Results  of  Operations - First Nine Months of 1996 Compared  to  First
Nine Months of 1995 (continued)

A  majority  and  growing  portion of the  Company's  revenues,  and  a
substantial majority of its gross margin, are derived from sales of the
Pentium  processor  family  including  related  board  level  products.
Although  sales  of  the Intel486 microprocessor family  represented  a
significant  portion of revenues and gross margin  in  the  first  nine
months  of  1995,   revenues and gross margin for these  products  were
negligible for the first nine months of 1996.

Research   and   development  expenses  and  marketing,   general   and
administrative expenses rose by a total of $670 million, or  30%,  from
the  first  nine  months  of 1995 to the first  nine  months  of  1996.
Spending   for  internal  product  and  process  development  programs,
personnel related spending and Intel Inside and other advertising  and
marketing expenses accounted for most of the increase.

Interest  and other income for the first nine months of 1996  decreased
by  $78  million over the prior year due primarily to the gains in  the
first  nine  months  of  1995 from the settlement  of  litigation  with
Advanced  Micro  Devices, Inc. and the sale of  a  portion  of  Intel's
interest  in  certain equity investments, partially  offset  by  higher
average investment balances.

The  $10  million decrease in interest expense between the  first  nine
months  of  1995  and the first nine months of 1996  is  primarily  the
result of lower weighted average borrowing balances.

The  Company utilizes investments and corresponding interest rate swaps
to  preserve  principal  while enhancing the yield  on  its  investment
portfolio  without  significantly increasing  risk,  and  uses  forward
contracts,  options  and swaps to hedge foreign  currency,  equity  and
interest  rate market exposures. Gains and losses on these  instruments
are generally offset by those on the underlying hedged transactions; as
a result, there was no net impact on the Company's financial results in
either  the first nine months of 1996 or the first nine months of  1995
from hedging activities.

The  provision for taxes increased by $149 million from the first  nine
months  of 1995 to the first nine months of 1996, primarily due  by  an
increase  in  pretax earnings in 1996.  In addition, the effective  tax
rate decreased from 37.2% for the first nine months of 1995 to 35%  for
the first nine months of 1996.


Financial Condition

The  Company's financial condition remains very strong. As of September
28,  1996,  Intel's  portfolio of cash and  investments  totaled  $7.23
billion,  up  from  $4.11 billion at December 30, 1995.  The  Company's
other  sources  of liquidity include credit lines and commercial  paper
borrowing  arrangements that exceed $1.8 billion in the aggregate.  The
Company   also   retains  the  authority  to  issue  an  aggregate   of
approximately  $1.4 billion in debt, equity and other securities  under
SEC shelf registration statements.

The  Company funded most of its investment needs during the first  nine
months of 1996 with cash generated from operations, which totaled $5.49
billion.  Major  uses  of cash during the first  nine  months  of  1996
included  capital  spending of $2.23 billion for  property,  plant  and
equipment, primarily for microprocessor manufacturing capacity and $967
million to buy back 14.1 million shares of common stock.  Other sources
of  cash  during  the first nine months of 1996 included  $300  million
under  a  private reverse  repurchase  arrangement and $225 million  in
proceeds  from the sale of shares primarily pursuant to employee  stock
plans.

Inventory  levels,  particularly  raw  material  and  finished   goods,
decreased significantly during the first nine months of 1996, primarily
attributable to the sell-through of purchased parts inventory and lower
costs of manufacturing in the first nine months of 1996.

The Company's five largest customers accounted for approximately 30% of
net  revenues  for the nine month period ended September 28,  1996.  At
September 28, 1996, these customers accounted for approximately 25%  of
net accounts receivable.





 9

Item  2.   Management's Discussion and Analysis of Financial  Condition
and Results of Operations (continued)

Financial Condition (continued)

Key  financing activities in the first nine months of 1996 included the
repurchase  of 14.1 million shares of Common Stock for $967 million  as
part  of  the Company's authorized stock repurchase program,  including
1.8  million  shares for $108 million upon the exercise of  outstanding
put  warrants. The Company also sold 9 million put warrants,  receiving
proceeds  of  $56 million, while 10.7 million outstanding put  warrants
expired  unexercised including 3.5 million issued in  Q2  and  Q3  1996
which  expired  upon the Company's stock price reaching certain  levels
above  the exercise price for such warrants. Through November 11, 1996,
3.0  million put warrants expired unexercised, including 1 million  put
warrants  issued  in  Q3 which expired upon the Company's  stock  price
reaching certain levels above the exercise price for such warrants.  As
of  November 11, 1996, Intel had the potential obligation to repurchase
5.5 million shares of Common Stock at an aggregate cost of $337 million
under  outstanding put warrants. The exercise price of  these  warrants
ranges from $56 to $69 per share, with an average exercise price of $61
per  share.  As  of  November 11, 1996, 22.3  million  shares  remained
available  for  repurchase  under the repurchase  authorization,  after
reserving shares to cover outstanding put warrants.

Management considers cash flow from operations and available sources of
liquidity  to  be  adequate  to  meet  business  requirements  in   the
foreseeable  future,  including planned capital  expenditure  programs,
working  capital  requirements,  the put  warrant  obligation  and  the
dividend program.


Outlook

This  outlook section contains a number of forward-looking  statements,
all  of  which are based on current expectations.  Actual  results  may
differ materially.

The  Company's book-to-bill ratio was above 1.0 for Q3 1996 and,  based
upon  current  strength in bookings and billings, the  Company  expects
revenue for the fourth quarter of 1996 to be significantly higher  than
third  quarter  revenue of $5.14 billion.  Fourth quarter  results  are
dependent  upon strong seasonal sales of PCs and on continued  billings
strength  through  the  remainder of the quarter.  Revenue  is  also  a
function  of  the  distribution  of  microprocessor  speeds,  which  is
difficult  to  forecast. Because of the large price difference  between
microprocessors  with the highest and lowest speeds, this  distribution
affects the average price Intel will realize and has a large impact  on
Intel's revenues.

Intel's strategy has been and continues to be to introduce ever  higher
performance  microprocessors and work with  the  software  industry  to
develop compelling applications that can take advantage of this  higher
performance,  thus  driving demand toward the newer products.  In  line
with  this  strategy, the Company continues to be on track to  position
the   120-MHz   and  133-MHz  Pentium  processors  as  the  entry-level
processors in the fourth quarter of 1996. If the market demand does not
continue  to grow and move rapidly toward higher performance  products,
revenue  and  gross margin may be impacted, the manufacturing  capacity
installed  might be under-utilized and capital spending may be  slowed.
The  Company  may continue to reduce microprocessor prices aggressively
and  systematically  to bring its technology to  market.   The  Company
announced  that  it  plans to hold prices on  certain  members  of  the
Pentium processor family through the end of 1996. The Company's pricing
policy is subject to change.

Assuming  continued  strength in billings, the  Company  expects  gross
margin percentage in the fourth quarter to be above the third quarter's
level  of  57 percent. Intel's gross margin percentage varies depending
in part on the mix of microprocessors and related motherboards within a
product  family because motherboards generally have lower gross  margin
percentages than microprocessors. Various other factors, including unit
volumes  and  cost and yield issues, processor speed  mix  and  mix  of
shipments  of  other semiconductors will also continue  to  affect  the
amount   of  cost  of  sales  and  the  variability  of  gross   margin
percentages.





 10

Item 2.  Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)

Outlook (continued)

To implement its strategy, Intel continues to build capacity to produce
high-performance  microprocessors  and  other  products.  The   Company
currently  expects  capital expenditures for 1996 not  to  exceed  $3.4
billion. This spending plan is dependent upon delivery times of various
machines  and construction schedules for new facilities.   The  current
estimate  is  lower than the previous estimate of $3.6 billion  due  to
delays in initiating construction of administrative facilities.

Spending  on  research  and  development  and  marketing,  general  and
administrative expenses is expected to increase about 17 to 20  percent
in  the  fourth  quarter of 1996 from the $1.01 billion  in  the  third
quarter  of 1996, due primarily to seasonally higher advertising  costs
and  revenue dependent expenses such as co-marketing programs.  Expense
projections  in the fourth quarter of 1996 are subject  to  changes  in
revenue dependent expenses.

The  Company's  future  results of operations  and  the  other  forward
looking statements contained in this outlook involve a number of  risks
and  uncertainties. In addition to the factors discussed  above,  among
the  other factors that could cause actual results to differ materially
are  the  following:  business conditions and growth  in  the  personal
computer  industry  and  general economy;  changes  in  customer  order
patterns,  including  timing  of  delivery  and  changes  in   seasonal
fluctuations in PC buying patterns; competitive factors, such as  rival
chip   architectures,  competing  software-compatible  microprocessors,
acceptance  of  new  products and price pressures;  risk  of  inventory
obsolescence  due to shifts in market demand; variations  in  inventory
valuation; timing of software industry product introductions; continued
success  in  technological advances, including the manufacturing  ramp;
excess  or  shortage of manufacturing capacity; risks  associated  with
foreign  operations;  changes in the mix of microprocessor  speeds  and
related motherboards; costs and yield issues associated with production
at  factories;  and  litigation  involving  intellectual  property  and
consumer issues.

Intel   believes  that  it  has  the  product  offerings,   facilities,
personnel,  and  competitive  and  financial  resources  for  continued
business success, but future revenues, costs, margins, product mix  and
profits are all influenced by a number of factors, as discussed above.





 11

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

A.   Litigation

Reference  is  made to Item 3. Legal Proceedings, in  the  Registrant's
Annual  Report on Form 10-K for the year ended December  30,  1995  and
Part  II,  Item  1.  Legal  Proceedings, in the Registrant's  Quarterly
Report on Form  10-Q for the quarterly periods ended April 1, 1996, and
June 29, 1996 for a description of the following legal proceeding.

           Thorn EMI North America, Inc. (EMI Group, NA)
                    vs. Intel, DEL (C95-199)

Subsequent  to the June, 1996 "Markman" hearing, Intel filed  a  motion
for  summary judgment on the processes remaining at issue.  In November
1996,  the  Court  granted Intel's motion for summary judgment  on  the
remaining processes in issue and entered judgment in favor of Intel and
against  EMI  on  the claims in EMI's complaint.  EMI may  appeal  this
decision.


Item 6.   Exhibits and Reports on Form 8-K

(a)  Exhibits


11.1 Statement re: computation of earnings per share.

12.1 Statement setting forth the computation of ratios of earnings
     to fixed charges.

27   Financial Data Schedule.

(b)  Reports on Form 8-K.

No reports on Form 8-K were filed with the Securities and Exchange
Commission during the quarter ended September 28, 1996.





 12

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 thereunto duly authorized.

                           INTEL CORPORATION
                              (Registrant)





Date:   November 11, 1996               By: /s/Andy D. Bryant
                                        ---------------------
                                        Andy D. Bryant
                                        Vice President and
                                        Chief Financial and
                                        Principal Accounting Officer