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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

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                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported):    March 4, 1999



                                INTEL CORPORATION
               (Exact Name of Registrant as Specified in Charter)




                                                    
          DELAWARE                      0-6217                 94-1672743
(State or Other Jurisdiction       (Commission File          (I.R.S. Employer
     of Incorporation )                 Number)           Identification Number)



                           2200 MISSION COLLEGE BLVD.
                           SANTA CLARA, CA 95052-8119
               (Address of Principal Executive Offices) (Zip Code)

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

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ITEM 5. OTHER EVENTS.

     Attached hereto as Exhibit 99.1 and incorporated by reference herein is a
press release issued by Intel Corporation on March 4, 1999 relating to a
stock-for-stock merger agreement to acquire Level One Communications valued at
approximately $2.2 billion.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(C)  EXHIBITS



     Exhibit No.              Description
     -----------              -----------
                           
        99.1                  Press Release issued March 4, 1999.


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                                   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 hereunto duly authorized.

Dated as of March 12, 1999.

                                INTEL CORPORATION


                                By: /s/ F. Thomas Dunlap, Jr.
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                                   F. Thomas Dunlap, Jr.
                                   Vice President, General Counsel and Secretary

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                                  EXHIBIT INDEX



                                                                    SEQUENTIALLY
                                                                      NUMBERED
EXHIBIT NO.             DOCUMENT                                        PAGE
- -----------             --------                                    ------------
                     
Exhibit 99.1            Press Release issued March 4, 1999.