EXHIBIT 5.1
                              
INTERNAL REVENUE SERVICE               DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR             
31 HOPKINS PLAZA              
BALTIMORE, MD 21201-0000      
                              
Date:  Dec. 10, 1992          Employer Identification Number:
                              94-2626437
                              File folder Number:  521018434
INTEL PUERTO RICO, INC.       Person to Contact:  KARL ZORIC
SEE ATTACHMENT I              Contact Telephone Number:
                              (410) 962-0704
c/o MRS. SOLEDAD REICHARD     Plan Name:  THE INTEL PUERTO RICO
MCCONNELL VALDES KELLEY       RETIREMENT SAVINGS PLAN
SIFRE GRIGG                   Plan Number:  102
PO BOX 364225                 
SAN JUAN, PR  00936-4225      
                              
Dear Applicant:

We  have  made a favorable determination on your plan, identified
above,  based  on  the information supplied.   Please  keep  this
letter in your permanent records.

Continued  qualification of the plan under its present form  will
depend on its effect in operation.  (See section 1.401-1(b)(3) of
the  Income Tax Regulations.)  We will review the status  of  the
plan in operation periodically.

The enclosed document explains the significance of this favorable
determination  letter, points out some features that  may  affect
the  qualified  status  of  your employee  retirement  plan,  and
provides information on the reporting requirements for your plan.
It  also describes some events that automatically nullify it.  It
is very important that you read the publication.

This  letter  relates only to the status of your plan  under  the
Internal  Revenue Code.  It is not a determination regarding  the
effect of other federal or local statutes.

This  determination is subject to your adoption of  the  proposed
amendments submitted in your letter dated November 16, 1992.  The
proposed  amendments  should be adopted on  or  before  the  date
prescribed by the regulations under Code section 401(b).

This determination letter is also applicable for the amendment(s)
adopted on September 26, 1991.

This  letter  is  based upon the certification and demonstrations
you  submitted  pursuant to Revenue procedure 91-66.   Therefore,
the  certification and demonstrations are considered an  integral
part of this letter.  Accordingly, YOU MUST KEEP A COPY OF

 2

THESE DOCUMENTS AS A PERMANENT RECORD OR YOU WILL NOT BE ABLE  TO
RELY ON THE ISSUES DESCRIBED IN REVENUE PROCEDURE 91-66.

We  have  sent  a  copy of this letter to your representative  as
indicated in the power of attorney.

If  you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.

Sincerely yours,



/s/District Director
District Director

Enclosures:    Publication 794
               PWBA 515