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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the fiscal year ended December 26, 1998,

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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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)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on
which registered

NONE

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.001 par value

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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Aggregate market value of voting stock held
by non-affiliates of the registrant as of February 26, 1999
$187.0 billion

3,324.7 million shares of Common Stock outstanding as of February 26, 1999 ***

DOCUMENTS INCORPORATED BY REFERENCE

(1) Portions of Annual Report to Stockholders for fiscal year ended December 26,
1998 - Parts I, II and IV.
(2) Portions of the Registrant's Proxy Statement related to the 1999 Annual
Meeting of Stockholders, to be filed subsequent to the date hereof - Part III
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*** Share amounts shown have been adjusted for stock splits through April 1999,
including the stock split declared in January 1999.

PART I **

ITEM 1. BUSINESS

INDUSTRY

Intel Corporation and its subsidiaries (collectively called "Intel," the
"Company" or the "Registrant") design, develop, manufacture and market
computer components and related products at various levels of integration.
Intel's principal components consist of silicon-based semiconductors etched
with complex patterns of transistors. Many of these integrated circuits can
perform the functions of millions of individual transistors, diodes,
capacitors and resistors. The Company was incorporated in California in 1968
and reincorporated in Delaware in 1989.

PRODUCTS

The Company's major products include microprocessors, chipsets, embedded
processors and microcontrollers, flash memory products, graphics products,
network and communications products, systems management software,
conferencing products and digital imaging products. Intel sells its products
to original equipment manufacturers ("OEMs") of computer systems and
peripherals; PC users (including individuals, large and small businesses and
Internet service providers) who buy Intel's PC enhancements, business
communications products and networking products through resellers and retail
and industrial distributors throughout the world; and other manufacturers,
including makers of a wide range of industrial and telecommunications
equipment.

The Company is organized into four operating segments according to Intel's
various product lines: the Intel Architecture Business Group, the Computing
Enhancement Group, the Network Communications Group, and the New Business
Group. Each group has a vice president who reports directly to the Chief
Executive Officer of Intel. Reference is made to the information regarding
revenues and operating profit by reportable segments, and revenues from
unaffiliated customers by geographic region, under the headings "Operating
segment and geographic information" on pages 27 and 28 of the Registrant's
1998 Annual Report to Stockholders and "Management's discussion and analysis
of financial condition and results of operations" on pages 30 and 31, which
information is hereby incorporated by reference.

INTEL ARCHITECTURE BUSINESS GROUP

The Intel Architecture Business Group tailors microprocessors for the
different segments of the computing market, using a tiered branding approach,
and seeks to develop higher performance microprocessors specifically for each
computing market segment. Products in the Intel Architecture Business Group
include processors based on the P6 microarchitecture (including the Intel
- -Registered Trademark- Celeron -TM-, the Pentium -Registered Trademark- II,
the Pentium -Registered Trademark- III, the Pentium -Registered Trademark- II
Xeon -TM- and the Pentium -Registered Trademark- III Xeon -TM- processors)
and related board-level products as well as the Pentium -Registered
Trademark- family of microprocessors.

MICROPROCESSORS. A microprocessor is the central processing unit of a
computer system. It processes system data and controls other devices in the
system, acting as the brains of a computer. Intel's developments in the area
of semiconductor design and manufacturing have made it possible to decrease
the size of circuits etched into silicon, permitting a greater number of
transistors to be used on each microprocessor die, and a greater number of
microprocessors to be placed on each silicon wafer. The result is smaller,
faster microprocessors that consume less power and cost less to manufacture.
In 1998, Intel completed the conversion of microprocessor manufacturing to the

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** Page references to the 1998 Annual Report to Stockholders or to the
Registrant's 1999 Proxy Statement related to the 1999 Annual Meeting of
Stockholders under Item 1 in Part I and Items 5, 6, 7, 7A and 8 in Part II;
Items 10, 11, 12 and 13 in Part III; and Item 14 in Part IV relate to the bound,
printed versions of such Report and Proxy Statement, not to the electronic
versions appearing at the Intel Internet site (www.intel.com and www.intc.com).
However, all data referred to also appears in the electronic versions.

0.25-micron process technology and ended 1998 with all microprocessor
shipments manufactured on the 0.25-micron process. One micron equals one
millionth of a meter, and the length of the individual transistors on a chip
is measured in microns.

In 1998, Intel announced several new microprocessor products aimed at the
various computing market segments ranging from the value PC (systems costing
less than $1,000) to high-performance workstations and servers.

Tailored for the value PC market segment, the Intel Celeron microprocessor
meets the core computing needs and affordability requirements common to many
new PC users. The Celeron processor was introduced in April 1998 at 266 MHz
and was followed in June 1998 by a 300-MHz version. Megahertz ("MHz") is the
standard used to measure the rate at which a microprocessor's internal logic
operates, based on the number of cycles processed per second, with one
megahertz equal to one million cycles per second. In August 1998, Intel
introduced enhanced versions of the Celeron processor, the Intel Celeron 333
MHz and 300A MHz, which include 128 KB of integrated Level 2 ("L2") cache on
the processor core. The memory stored on a chip is measured in bytes, with
approximately 1,000 bytes equaling a kilobyte ("KB"), 1 million bytes
equaling a megabyte ("MB") and 1 billion bytes equaling a gigabyte ("GB").
Cache is a high-speed memory subsystem in which frequently used data is
duplicated for quick access. A second level of cache (L2), located directly
on the microprocessor, can also be used to further increase system
performance.

In January 1999, Intel introduced 366- and 400-MHz versions of the Celeron
processor with 128 KB of integrated L2 cache. The Company introduced the
first mobile Intel Celeron processor in January 1999, running at 266 and 300
MHz and providing a performance boost for low-cost mobile PCs. In March, 1999
Intel announced the Intel Celeron processor at 433 MHz with 128KB of
integrated L2 cache on the processor core.

The Pentium II microprocessor, aimed at the performance desktop and
entry-level server and workstation market segments, comprised the majority of
Intel units sold worldwide in 1998. In January 1998, the Company introduced
the Pentium II processor running at 333 MHz--the first Pentium II processor
manufactured on Intel's 0.25-micron process technology. During 1998, Intel
also introduced versions of the Pentium II processor running at 350, 400 and
450 MHz.

The Pentium II processor for mobile PCs is designed to provide mobile users
with the advanced performance capabilities of the P6 microarchitecture while
meeting power consumption and size requirements. In April 1998, the Company
introduced 233- and 266-MHz versions of the Pentium II processor for mobile
PCs. In September 1998, Intel introduced a 300-MHz version. In January 1999,
the Company introduced the new mobile Pentium II processor running at 333 and
366 MHz as the first Pentium II processor built on a single processor silicon
die, with 256 KB of on-die L2 cache, resulting in higher performance than
previous off-die cache versions.

Specifically designed to meet the requirements of mid-range and
high-performance servers and workstations, the Pentium II Xeon processor
features high-performance, scalability, manageability and mission-critical
reliability. In June 1998, the Company introduced the first Pentium II Xeon
microprocessor, based on the P6 microarchitecture core, operating at 400 MHz
and available with 512 KB and 1 MB L2 cache options. In January 1999, Intel
introduced three new versions of the Pentium II Xeon processor incorporating
512 KB, 1 MB and 2 MB of L2 cache and running at 450 MHz.

During 1998, sales of microprocessors and related board-level products based
on the P6 microarchitecture comprised a majority of the Company's
consolidated revenues and a substantial majority of its gross margin. Sales
of these microprocessors first became a significant portion of the Company's
revenues and gross margin in 1997. Also during 1998, sales of Pentium family
processors, including Pentium processors with MMX -TM- technology, were a
rapidly declining but still significant portion of the Company's revenues and
gross margin. During 1997, sales of Pentium family processors were a majority
of the Company's revenues and gross margin, and in 1996 were a majority of
its revenues and a substantial majority of its gross margin.

In February 1999, Intel introduced the Pentium III microprocessor. Targeted for
the performance desktop personal computer and low-end server and workstation
market segments, the Pentium III processor is the first Intel processor designed
specifically to enhance the Internet experience and offers higher performance
and enhanced multimedia

realism for Internet applications. The Pentium III processor core, which is
based on Intel's P6 microarchitecture, includes Internet Streaming SIMD
Extensions--70 new instructions that enhance the performance of advanced
imaging, 3-D, streaming audio, video and speech recognition applications. The
450- and 500-MHz versions, with 512 KB L2 cache, began shipping in March and
the 550-MHz version is expected to be available in the second quarter of
1999. In March 1999, Intel announced the Intel Pentium III Xeon
microprocessor, targeted to enhance Internet software and application
performance for the mid-range to high-performance server and workstation
market segments. The Pentium III Xeon is initially being offered at a speed
of 500 MHz, available in 512 KB, 1 MB and 2 MB L2 cache versions for two-,
four- and eight-way (and higher) servers and workstations.

The Company's family of 64-bit microprocessors under development is expected
to expand the capabilities of the Intel architecture to address the
high-performance server and workstation market segments while still running
the software that currently operates on the 32-bit Intel processor-based
machines. A 64-bit microprocessor is more complex than a 32-bit
microprocessor and requires a more complex system architecture, but it
handles twice as much data on each clock cycle. Intel has been working with
industry leaders to help them develop operating systems, applications
software and systems that will capitalize on the new IA-64 architecture. The
first processor in Intel's IA-64 product family, the Merced processor, is
expected to be available to OEMs in sample volumes in 1999 and initial
production volumes in mid-2000.

While many of Intel's OEM customers use the Company's microprocessors as
components in designing their own computer products, some OEMs use
Intel-designed board-level products as basic building blocks in their
computer products. OEM customers may buy at this level of integration to
accelerate their time-to-market and to direct their investments to other
areas of their product lines. The Company provides board-level products to
give OEM customers flexibility by enabling them to choose whether to buy at
the component or board level. Board-level products based on Intel's new
microprocessors were introduced simultaneously with each corresponding
microprocessor product in 1998.

COMPUTING ENHANCEMENT GROUP

Intel's Computing Enhancement Group's products include chipsets; embedded
processors, including Pentium processors with MMX technology and StrongARM
- -Registered Trademark- processors; microcontrollers; flash memory products;
and graphics products.

CHIPSETS. The Company's core-logic chipsets support incremental performance,
ease of use and new capabilities for systems based on the Intel Celeron,
Pentium II, Pentium III and Pentium II Xeon microprocessors. Chipsets perform
essential logic functions surrounding the central processing unit and support
and extend the graphics, video and other capabilities of many Intel
processor-based systems. The Company's chipsets are compatible with a variety
of industry-standard buses, such as the Peripheral Components Interconnect
("PCI") Local Bus specification and the Accelerated Graphics Port ("AGP")
specification. A bus is a circuit that carries data between parts of the
system, for example, between the processor and main memory. Revenues from
sales of chipsets represented a majority of revenues for the Computing
Enhancement Group operating segment in 1998.

To help enable computer makers to speed their products to market, chipsets
are introduced along with the corresponding processors. In April 1998, the
440EX was introduced as the first AGPset designed specifically for Intel's
Celeron processor and targets the value PC market segment. The Company
introduced the 440BX AGPset in August 1998, optimizing Pentium II processor
performance for 3-D and video applications with a 100-MHz system bus. With
the June 1998 announcement of the Pentium II Xeon processor, the Company
introduced two chipsets. The Intel 440GX AGPset provides 2 GB-memory support
for workstations and for servers with one or two processors. The Intel 450NX
PCIset for servers with four or more processors provides up to 8 GB-memory
support and multiple 32-bit and 64-bit PCI buses.

EMBEDDED PRODUCTS. The Computing Enhancement Group provides embedded products
such as microprocessors, microcontrollers and memory components to a wide
range of OEMs who use the Company's embedded products in a variety of
applications, including telecommunications, printers, hubs, routers, wide
area networking, intelligent input/output, imaging, storage media, keyboards,
point-of-sale terminals and automotive systems.

Intel i960 -Registered Trademark- processors provide developers with a family
of 32-bit reduced instruction set computing (RISC) processors with integrated
input/output capabilities. In March 1998, Intel announced the i960 JT
processor targeted for markets such as inkjet printers, networking equipment,
remote access equipment and high-speed modems. Introduced in October 1998,
the 100-MHz i960 VH embedded PCI processor reduces the number of components
typically required to design switches, hubs, routers, remote-access equipment
and adapter cards for PCs and servers.

In October 1998, Intel announced the addition of the 166- and 266-MHz
low-power-consumption Pentium processor with MMX technology to its embedded
product line aimed at new point-of-sale, industrial automation and networking
equipment applications.

Intel's StrongARM processors, acquired from Digital Equipment Corporation,
are used in applications requiring a combination of low power and high
performance with lower silicon and system costs. In October 1998, Intel
introduced the SA-1100 StrongARM processor and SA-1101 companion chip to help
give hand-held computing devices e-mail, fax and Internet access capabilities.

FLASH MEMORY. Flash memory components are used to store user data and
computer program code and retain information when the power is off. Intel
- -Registered Trademark- StrataFlash -TM- memory, the first flash memory
product to store multiple bits of data in one memory cell, expands memory
capacity for a variety of consumer and network applications. The Intel Series
200 Flash Miniature Cards, based on the Company's StrataFlash memory, are
designed to be used repeatedly without loss of image quality in applications
such as electronic film for today's digital cameras. New products introduced
in 1998 include the Intel Advanced+ Boot Block flash that improves phone
number security on cellular phones and the Intel Fast Boot Block flash that
reduces memory bottlenecks by increasing memory performance in embedded
systems.

GRAPHICS PRODUCTS. Chips and Technologies, Inc., acquired in January 1998,
has been integrated into the graphics division of the Computing Enhancement
Group. Their product line consists of the HQVideo -TM- family of multimedia
accelerators. These graphics controllers provide enhanced graphics,
full-motion video and other advanced display capabilities for notebook
computers.

In February 1998, the Company announced the Intel740 -TM- graphics accelerator
chip. Optimized for the Pentium II processor platform with Intel's AGPsets,
the Intel740 graphics accelerator chip brings 3-D realism to Intel
architecture PCs.

NETWORK COMMUNICATIONS GROUP

Network Communications Group products are designed to provide network and
Internet connectivity solutions for medium-sized enterprise branch and campus
offices, small businesses and consumers who buy the products through
reseller, OEM and retail channels. These products include hubs, switches and
routers for Ethernet networks, Ethernet client and server adapters, and
communications silicon components.

The Network Communications Group introduced several products in 1998,
including the Intel -Registered Trademark- InBusiness -TM- family of
networking products introduced in January to help small businesses
interconnect their PCs and gain Internet access simply and affordably. In
November 1998, Intel introduced the Intel InBusiness eMail Station, a network
appliance that provides small businesses with professional e-mail
capabilities at an affordable price.

In March 1998, Intel announced the Intel PRO/100+ Adapter and the Intel
PRO/100 Intelligent Server Adapter products to provide cost-effective network
connections for workgroup and high-performance Web servers. In April 1998,
Intel announced its first Gigabit Ethernet networking products: the Intel
PRO/1000 Gigabit Server adapter, and the Intel Gigabit Switch. In May 1998,
the Company announced the industry's first multi-platform, single-chip fast
Ethernet controller, the 82559, designed to eliminate the need for
information technology managers to support different networking solutions for
servers, desktops, network PCs and mobile clients. In September 1998, Intel
announced the Intel 21145 Phoneline/Ethernet LAN controller, which enables
multiple PCs to be connected in a home over existing telephone lines.

Effective February 27, 1999, Intel completed the acquisition of Shiva
Corporation for approximately $185 million in cash before consideration of
cash acquired. The acquisition is aimed at expanding Intel's networking
product line with remote access and virtual private networking solutions for
the small to medium enterprise market segment and the remote needs of
campuses and branch offices.

On March 4, 1999, Intel and Level One Communications, Inc. ("Level One")
announced a definitive merger agreement under which Intel would acquire Level
One. The acquisition is aimed at providing advanced networking capabilities
through increased bandwidth and functionality through silicon integration.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations" under Part II, Item 7 of this Form 10-K for additional
information regarding this proposed transaction.

NEW BUSINESS GROUP

In May 1998, Intel announced the formation of the New Business Group to focus
on nurturing and growing opportunities in new market segments and to position
the Company to serve these emerging market segments. During the second half
of 1998, the New Business Group conducted market research and developed a
strategic plan to execute to that strategy. The New Business Group also has
products for the existing systems management software, conferencing and
digital imaging market segments.

Intel's New Business Group products currently include the Intel-Registered
Trademark- AnswerExpress-SM- Support Suite, an Internet-based PC support
service; the LANDesk-Registered Trademark- Configuration Manager system
management software; the Intel ProShare-Registered Trademark- Video System
500 videoconferencing system; and the Intel-Registered Trademark-Create &
Share-TM- camera pack.

MANUFACTURING

A substantial majority of the Company's wafer production, including
microprocessor fabrication, is conducted at domestic Intel facilities in New
Mexico, Arizona, Oregon, Massachusetts and California. Intel also produces
microprocessor-related board-level products and systems at facilities in
Puerto Rico, Oregon and Washington.

Outside the United States, a significant portion of Intel's wafer production
is conducted at facilities in Ireland and Israel. In May 1998, Intel
announced the opening of the Company's first 0.25-micron microprocessor
production factory in Ireland and the conversion of the existing facility in
Ireland to the 0.25-micron process technology. The Company also expanded its
wafer production facilities in Israel during 1998. A substantial majority of
the Company's components assembly and testing, including assembly and testing
for processors based on the P6 microarchitecture, is performed at facilities
in the Philippines, Malaysia, Ireland and Costa Rica. The Company also
performs components assembly and testing at the newly opened facility in the
People's Republic of China.

To augment both domestic and foreign capacity, Intel uses subcontractors to
perform assembly of certain products and wafer fabrication for certain
components, primarily flash memory and chipsets, and for production capacity
of board-level products and systems.

In February 1999, Intel announced that the first product to be manufactured
using the 0.18-micron process technology, the next generation of process
technology, will be the mobile Pentium II processor. Production of this
processor is expected to begin in the first half of 1999.

In general, if Intel were unable to fabricate wafers or assemble or test its
products abroad, or if air transportation between its foreign facilities and
the United States were disrupted, there could be a material adverse effect
upon the Company's operations. In addition to normal manufacturing risks,
foreign operations are subject to certain additional exposures, including
political instability, currency controls and fluctuations, and tariff, import
and other restrictions and regulations. To date, Intel has not experienced
significant difficulties related to these foreign business risks.

The manufacture of integrated circuits is a complex process. Normal
manufacturing risks include errors and interruptions in the fabrication process
and defects in raw materials, as well as other risks, all of which can affect

yields. A substantial decrease in yields would result in higher manufacturing
costs and the possibility of not being able to produce a sufficient volume of
good units to meet demand.

EMPLOYEES

At December 26, 1998, the Company employed approximately 64,500 people
worldwide.

SALES

Most of Intel's products are sold or licensed through sales offices located
near major concentrations of users throughout the United States, Europe,
Japan, Asia-Pacific and other parts of the world.

The Company also uses industrial and retail distributors and representatives
to distribute its products both within and outside of the United States.
Typically, distributors handle a wide variety of products, including those
competitive with Intel products, and fill orders for many customers. Most of
Intel's sales to distributors are made under agreements allowing for price
protection and/or the right of return on unsold merchandise. Sales
representatives generally do not offer directly competitive products but may
carry complementary items manufactured by others. Representatives do not
maintain a product inventory; instead, their customers place large orders
directly with Intel and are referred to distributors for smaller orders.
Intel sold products to more than 1,000 customers worldwide in 1998. Sales to
Compaq Computer Corporation and Dell Computer Corporation in 1998 represented
13% and 11% of total revenues, respectively. A majority of the sales to these
two customers consisted of Intel Architecture Business Group products, but
they also purchased products from other groups, including products from the
Computing Enhancement Group. No other customer accounted for more than 10% of
total revenues. Sales to the Company's five largest customers accounted for
approximately 42% of total revenues.

Reference is made to the information regarding revenues and operating profit
by reportable segments and revenues from unaffiliated customers by geographic
region under the heading "Operating segment and geographic information" on
pages 27 and 28 of the Registrant's 1998 Annual Report to Stockholders, which
information is hereby incorporated by reference.

BACKLOG

Intel's sales are primarily made pursuant to standard purchase orders for
delivery of standard products. Intel has some agreements that give a customer
the right to purchase a specific number of products during a specified time
period. Although not generally obligating the customer to purchase any
particular number of such products, some of these agreements do contain
billback clauses. Under these clauses, customers who do not purchase the full
volume agreed to are liable for billback on previous shipments up to the
price appropriate for the quantity actually purchased. As a matter of
industry practice, billback clauses are difficult to enforce. The quantity
actually purchased by the customer, as well as the shipment schedules, are
frequently revised during the agreement term to reflect changes in the
customer's needs. In light of industry practice and experience, Intel does
not believe that such agreements are meaningful for determining backlog
amounts. Intel believes that only a small portion of its order backlog is
noncancellable and that the dollar amount associated with the noncancellable
portion is not material. Therefore, Intel does not believe that backlog as of
any particular date is indicative of future results.

COMPETITION

The Company competes in different market segments to various degrees on the
basis of functionality, quality, performance, availability and price. Intel
is engaged in a rapidly advancing field of technology in which its ability to
compete depends upon its ability to improve its products and processes,
develop new products to meet changing customer requirements and to reduce
costs. Prices decline rapidly in the semiconductor industry as unit volumes
grow, as competition develops and as production experience is accumulated.
Many companies compete with Intel in the various computing market segments
and are engaged in the same basic fields of activity, including research and
development. Both foreign and domestic, these competitors range in size from
large multinationals to smaller companies competing in specialized market
segments.

The Company's financial results are substantially dependent on sales of
microprocessors by the Intel Architecture Business Group and to a lesser
extent on sales of other semiconductor components by the Computing
Enhancement Group. A number of competitors are marketing software-compatible
products that are intended to compete with Intel's processors based on the P6
microarchitecture. The Celeron processor, introduced in April 1998 and
followed in August by enhanced versions, competes with existing and future
products in the highly competitive value PC market segment. The Pentium II
processor and the Pentium III processor, introduced in February 1999, compete
with existing and future products in the performance desktop and entry-level
workstation market segment.

Many of Intel's competitors are licensed to use Intel patents. Furthermore,
based on the current case law, Intel's competitors can design microprocessors
that are compatible with Intel microprocessors and avoid Intel patent rights
through the use of foundry services that have licenses with Intel.
Competitors' products may add features, increase performance or sell at lower
prices. The Company also faces significant competition from companies that
offer rival microprocessor architectures. The Pentium II Xeon processor, and
the Pentium III Xeon processor introduced in March 1999, compete in the
mid-range and high-end server and workstation market segments with
established products based on rival architectures. The Company cannot predict
whether its products will continue to successfully compete with such existing
rival architectures or whether new architectures will establish or increase
market acceptance or provide increased competition to the Company's products.
Future distortion of price maturity curves could occur as software-compatible
products enter the market in significant volume or alternative architectures
gain market acceptance.

Intel's strategy is to introduce ever-higher performance microprocessors
tailored for the different segments of the worldwide computing market, using
a tiered branding approach. In line with this strategy, the Company is
seeking to develop higher performance microprocessors for each market
segment. The Company plans to cultivate new businesses and continue to work
with the computing industry to expand Internet capabilities and product
offerings and to develop compelling software applications that can take
advantage of this higher performance, thus driving demand toward the newer
products in each computing market segment. The Company may continue to take
various steps, including reducing microprocessor prices at such times as it
deems appropriate, in order to increase acceptance of its latest technology
and to remain competitive within each relevant market segment. Intel is also
committed to the protection of its intellectual property rights against
illegal use. There can be no assurance, however, that competitors will not
introduce new products (either software compatible or of rival architectural
designs) or reduce prices on existing products. Such developments could have
an adverse effect on Intel's revenues and margins.

RESEARCH AND DEVELOPMENT

The Company's competitive position has developed to a large extent because of
its emphasis on research and development. This emphasis has enabled Intel to
deliver many products before they have become available from competitors and
has permitted Intel's customers to commit to the use of these new products in
the development of their own products. Intel's research and development
activities are directed toward developing new products, hardware technologies
and processes, as well as improving existing products and lowering costs.
Intel is jointly developing a new 64-bit microprocessor architecture and
software optimizations with a third party. These new products, based on the
IA-64 architecture, are expected to be targeted at server, workstation and
enterprise computing market segments. The first product, the Merced
processor, should be available to OEMs in initial production volumes in
mid-2000. The second IA-64 processor is expected to be available for shipment
in 2001. The Company also develops "enabling" software technologies, such as
open software specifications and software tools, to enhance the functionality
and acceptance of the personal computer platform.

In the United States, design and development of components and other products
are performed at Intel's facilities in Arizona, California, Oregon, Texas and
Washington. Outside the United States, Intel maintains product development
facilities in Israel and Malaysia. Intel also maintains research and
development facilities dedicated to improving manufacturing processes in
Arizona, California and Oregon. Intel's expenditures for research and
development were $2,674 million, $2,347 million and $1,808 million in fiscal
years 1998, 1997 and 1996, respectively. At December 26, 1998, Intel had
approximately 13,500 employees engaged in research and development. The
success of Intel's research and development activities is dependent upon
competitive circumstances as well as the Company's ability to bring new
products to market in each computing market segment in a timely and
cost-effective manner.

INTELLECTUAL PROPERTY AND LICENSING

Intellectual property rights that apply to various Intel products include
patents, copyrights, trade secrets, trademarks and maskwork rights. Intel has
established an active program to protect its investment in technology by
enforcing its intellectual property rights. Intel does not intend to broadly
license its intellectual property rights unless it can obtain adequate
consideration. Reference is also made to the heading "Competition" of this
Form 10-K.

Intel has filed and obtained a number of patents in the United States and
abroad. Intel has entered into patent cross-license agreements with many of
its major competitors and other parties.

Intel protects many of its computer programs by copyrighting them. Intel has
registered numerous copyrights with the United States Copyright Office. The
ability to protect or to copyright software in some foreign jurisdictions is
not clear. However, Intel has a policy of requiring customers to obtain a
software license contract before providing a customer with certain computer
programs. Certain components have computer programs embedded in them, and
Intel has obtained copyright protection for some of these programs as well.
Intel has obtained protection for the maskworks for a number of its
components under the Chip Protection Act of 1984.

Intel has obtained certain trademarks and trade names for its products to
distinguish genuine Intel products from those of its competitors and is
currently engaged in a cooperative program with OEMs to identify personal
computers that incorporate genuine Intel microprocessors with the Intel
Inside-Registered Trademark- logo. Intel maintains certain details about its
processes, products and strategies as trade secrets.

As is the case with many companies in the semiconductor industry, Intel has,
from time to time, been notified of claims that it may be infringing certain
intellectual property rights of others. These claims have been referred to
counsel, and they are in various stages of evaluation and negotiation. If it
appears necessary or desirable, Intel may seek licenses for these
intellectual property rights. Intel can give no assurance that licenses will
be offered by all claimants, that the terms of any offered licenses will be
acceptable to Intel or that in all cases the dispute will be resolved without
litigation. Reference is made to the information appearing under the heading
"Legal Proceedings" in Part I, Item 3 of this Form 10-K.

COMPLIANCE WITH ENVIRONMENTAL REGULATIONS

To Intel's present knowledge, compliance with federal, state and local
provisions enacted or adopted for protection of the environment has had no
material effect upon its operations. Reference is made to the information
appearing under the heading "Legal Proceedings" in Part I, Item 3 of this
Form 10-K.

EXECUTIVE OFFICERS

The following sets forth certain information with regard to executive
officers of Intel (ages are as of December 26, 1998):

Craig R. Barrett (age 59) has been a director of Intel since 1992, Chief
Executive Officer since May 1998 and President since 1997. Prior to that, Dr.
Barrett was Chief Operating Officer from 1993 to May 1998 and Executive Vice
President from 1990 to 1997.

Andrew S. Grove (age 62) has been a director of Intel since 1974 and Chairman
of the Board since 1997. Dr. Grove was Chief Executive Officer from 1987 to
May 1998 and President from 1979 to 1997.

Gordon E. Moore (age 69) has been a director of Intel since 1968 and Chairman
Emeritus of the Board since 1997. Prior to that, Dr. Moore was Chairman of
the Board from 1979 to 1997.

Leslie L. Vadasz (age 62) has been a director of Intel since 1988 and Senior
Vice President, Director of Corporate Business Development since 1991.

Paul S. Otellini (age 48) has been Executive Vice President, and General
Manager, Intel Architecture Business Group since January 1998. Prior to that,
Mr. Otellini was Executive Vice President, Director Sales and Marketing Group
from 1996 to January 1998; Senior Vice President and Director, Sales and
Marketing Group from 1994 to 1996; and Senior Vice President and General
Manager, Microprocessor Products Group from 1992 to 1994.

Gerhard H. Parker (age 55) has been Executive Vice President and General
Manager, New Business Group since June 1998. Prior to that, Dr. Parker was
Executive Vice President and General Manager, Technology and Manufacturing
Group from 1996 to June 1998 and Senior Vice President and General Manager,
Technology and Manufacturing Group from 1992 to 1996.

Andy D. Bryant (age 48) has been Senior Vice President and Chief Financial
Officer since January 1999 and Vice President and Chief Financial Officer
from 1994 to January 1999. Prior to that, Mr. Bryant was Vice President and
Director of Finance for the Intel Products Group from 1990 to 1994.

Sean M. Maloney (age 42) has been Senior Vice President and Director, Sales
and Marketing Group since January 1999 and Vice President and Director, Sales
and Marketing Group from February 1998 to January 1999. Prior to that, Mr.
Maloney was Vice President, Sales and General Manager, Asia-Pacific
Operations from 1995 to February 1998 and Technical Assistant to the Chairman
and Chief Executive Officer from 1992 to 1995.

Michael J. Splinter (age 48) has been Senior Vice President and General
Manager, Technology and Manufacturing Group since January 1999 and Vice
President and General Manager, Technology and Manufacturing Group from June
1998 to January 1999. Prior to that, Mr. Splinter was Vice President and
Assistant General Manager, Technology and Manufacturing Group from 1996 to
June 1998; and General Manager, Components Manufacturing from 1992 to 1996.

Albert Y. C. Yu (age 57) has been Senior Vice President and General Manager,
Microprocessor Products Group since 1993.

F. Thomas Dunlap, Jr. (age 47) has been Vice President, General Counsel and
Secretary since 1987.

Arvind Sodhani (age 44) has been Vice President and Treasurer since 1990.

ITEM 2. PROPERTIES

At December 26, 1998, Intel owned the major facilities described below:

No. of
Bldgs. Location Total Sq. Ft. Use
------ -------- ------------- ----

79 United States 17,107,000 Executive and administrative offices, wafer fabrication,
research and development, sales and marketing, computer and
service functions, board and system assembly, and warehousing.

9 Ireland 1,830,000 Wafer fabrication, components assembly and testing,
warehousing and administrative offices.

12 Israel (A) 1,724,000 Wafer fabrication, research and development, warehousing and
administrative offices.

11 Malaysia (B) 1,646,000 Components assembly and testing, research and development,
warehousing and administrative offices.

6 Philippines (C) 1,364,000 Components assembly and testing, warehousing and
administrative offices.

3 Costa Rica 735,000 Components assembly and testing, warehousing and
administrative offices.

5 Puerto Rico 426,000 Board and system assembly, warehousing and administrative
offices.

1 People's Republic 187,000 Components assembly and testing and administrative offices.
of China (D)

1 United Kingdom 184,000 Sales and marketing and administrative offices.

3 Japan 167,000 Sales and marketing and administrative offices.

1 Germany 86,000 Sales and marketing and administrative offices.

At December 26, 1998, Intel also leased 22 major facilities in the United
States totaling approximately 829,000 square feet, and 23 facilities in other
countries totaling approximately 651,000 square feet. These leases expire at
varying dates through 2007 and include renewals at the option of Intel. Intel
believes that its existing facilities are suitable and adequate for its
present purposes, and that the productive capacity in such facilities is, in
general, being utilized. Intel also has 2.2 million square feet of building
space under various stages of construction in the United States and in
various foreign locations, to be used for manufacturing and administrative
purposes.

Intel does not identify or allocate assets or depreciation by operating
segment. Reference is made to information on net property, plant and
equipment by country under the heading "Operating segment and geographic
information" on pages 27 and 28 of the Registrant's 1998 Annual Report to
Stockholders, which information is hereby incorporated by reference.

- --------------
(A) Lease on a portion of the land used for these facilities expires in 2039.
(B) Leases on portions of the land used for these facilities expire in 2003
through 2057.
(C) Leases on portions of the land used for these facilities expire in 2008
through 2046.
(D) Lease on a portion of the land used for these facilities expires in 2046.

ITEM 3. LEGAL PROCEEDINGS

A. LITIGATION

INTERGRAPH CORPORATION V. INTEL
U.S. DISTRICT COURT, NORTHERN DISTRICT OF ALABAMA,
NORTHEASTERN DIVISION (CV-97-N-3023-NE)

In November 1997, Intergraph Corporation ("Intergraph") filed suit in Federal
District Court in Alabama generally alleging that Intel attempted to coerce
Intergraph into relinquishing certain patent rights. The suit initially
alleged that Intel infringes three Intergraph microprocessor-related patents
and has been amended to add two other patents. The suit also includes alleged
violations of antitrust laws and various state law claims. The suit seeks
injunctive relief and unspecified damages. Intel has counterclaimed that the
Intergraph patents are invalid and alleges infringement of seven Intel
patents, breach of contract and misappropriation of trade secrets. In April
1998, the Court ordered Intel to continue to deal with Intergraph on the same
terms as it treats allegedly similarly situated customers with respect to
confidential information and product supply. Intel's appeal of this order was
heard in December 1998. In June 1998, Intel filed a motion for summary
judgment on Intergraph's patent claims on the grounds that Intel is licensed
to use those patents. In July 1998, the Company received a letter stating
that Intergraph believes that the patent damages will be "several billion
dollars by the time of trial." In addition, Intergraph alleges that Intel's
infringement is willful and that any damages awarded should be trebled. The
letter also stated that Intergraph believes that antitrust, unfair
competition and tort and contract damages will be "hundreds of millions of
dollars by the time of trial." The Company disputes Intergraph's claims and
intends to defend the lawsuit vigorously. Although the ultimate outcome of
this lawsuit cannot be determined at this time, management, including
internal counsel, does not believe that the ultimate outcome will have a
material adverse effect on Intel's financial position or overall trends in
results of operations.

B. ENVIRONMENTAL PROCEEDINGS

Intel has been named to the California and U.S. Superfund lists for three of
its sites and has completed, along with two other companies, a Remedial
Investigation/Feasibility study with the U.S. Environmental Protection Agency
("EPA") to evaluate the groundwater in areas adjacent to one of its former
sites. The EPA has issued a Record of Decision with respect to a groundwater
cleanup plan at that site, including expected costs to complete. Under the
California and U.S. Superfund statutes, liability for cleanup of this site
and the adjacent area is joint and several. The Company, however, has reached
agreement with those same two companies which significantly limits the
Company's liabilities under the proposed cleanup plan. Also, the Company has
completed extensive studies at its other sites and is engaged in cleanup at
several of these sites. In the opinion of management, including internal
counsel, the potential losses to the Company in excess of amounts already
accrued arising out of these matters would not have a material adverse effect
on the Company's financial position or overall trends in results of
operations, even if joint and several liability were to be assessed.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II **

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS

(a) Reference is made to the information regarding market, market
price range and dividend information appearing under
"Financial information by quarter (unaudited)" on page 37 of
the Registrant's 1998 Annual Report to Stockholders, which
information is hereby incorporated by reference.

(b) As of February 26, 1999, there were approximately 216,000
registered holders of record of the Registrant's Common Stock.

None in the quarter ended December 26, 1998.

ITEM 6. SELECTED FINANCIAL DATA

Reference is made to the information regarding selected financial data for
the fiscal years 1994 through 1998, under the heading "Financial summary" on
page 13 of the Registrant's 1998 Annual Report to Stockholders, which
information is hereby incorporated by reference.

In addition, the ratios of earnings to fixed charges for each of the five
years in the period ended December 26, 1998 are as follows:

Fiscal year
--------------------------------------------------------------------------
1994 1995 1996 1997 1998

39x 68x 108x 206x 167x

Fixed charges consist of interest expense and the estimated interest
component of rent expense.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Reference is made to the information appearing under the heading
"Management's discussion and analysis of financial condition and results of
operations" on pages 30 through 37 of the Registrant's 1998 Annual Report to
Stockholders, which information is hereby incorporated by reference.

On March 4, 1999, Intel and Level One announced a definitive stock-for-stock
merger agreement valued at approximately $2.2 billion under which Intel would
acquire Level One. The acquisition is aimed at providing advanced networking
capabilities through increased bandwidth and functionality through silicon
integration. Under the terms of the agreement, each share of Level One stock
would be exchanged for 0.86 shares of Intel stock, after adjusting for
Intel's two for one stock split announced in January 1999. Approximately 37.2
million shares of Intel stock would be issued, assuming the conversion of
Level One's outstanding convertible subordinated notes into Level One Common
Stock when permissible under their terms. The completion of this transaction
is subject to compliance with regulatory requirements, Level One stockholder
approval, and conditions customary in a transaction of this type.

On March 17, 1999, the Federal Trade Commission ("FTC" or "Commission")
tentatively approved a settlement agreement (the "Consent Order") jointly
developed by Intel and the FTC's Bureau of Competition. Under the terms of
the Consent Order, if an intellectual property dispute arises and the
customer chooses to waive its right to seek an injunction to block the
manufacture and sale of Intel's processor products, Intel would continue to
share certain advance technical information and product samples with that
customer. Among other things, the Consent Order also allows Intel to continue
to seek value for its intellectual property; make product and information
supply decisions based on business justifications other than the existence of
the intellectual property dispute; and include use restrictions on the use of
its intellectual property. The Commission will give final approval or reject
the Consent Order following a 60-day public comment period. Intel continues
to cooperate with the staff of the FTC in the ongoing investigation
authorized by the Commission in September 1997.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Reference is made to the information appearing under the subheading
"Financial market risks" under the heading "Management's discussion and
analysis of financial condition and results of operations" on pages 32 and 33
of the Registrant's 1998 Annual Report to Stockholders, which information is
hereby incorporated by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated financial statements of Intel Corporation at December 26, 1998
and December 27, 1997, and for each of the three years in the period ended
December 26, 1998 and the Report of Independent Auditors thereon, and Intel
Corporation's unaudited quarterly financial data for the two-year period
ended December 26, 1998 are incorporated by reference from the Registrant's
1998 Annual Report to Stockholders, on pages 13 through 29 and page 37.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

PART III **

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Reference is made to the information regarding Directors and Executive
Officers appearing under the heading "Election of Directors" on pages 3
through 6 of the Registrant's Proxy Statement related to the 1999 Annual
Meeting of Stockholders (the "1999 Proxy Statement"), which information is
hereby incorporated by reference, and to the information under the heading
"Executive Officers" in Part I, Item 1 of this Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

Reference is made to the information appearing under the headings "Directors'
Compensation," "Compensation Committee Interlocks and Insider Participation,"
and "Executive Compensation," on pages 9, 14 and 16, respectively, of the
1999 Proxy Statement, which information is hereby incorporated by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

Reference is made to information appearing in the 1999 Proxy Statement under
the heading "Security Ownership of Certain Beneficial Owners and Management,"
on pages 19 and 20, which information is hereby incorporated by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Reference is made to information appearing in the 1999 Proxy Statement under
the heading "Certain Relationships and Related Transactions," on page 14,
which information is hereby incorporated by reference.

PART IV **

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K

(a) 1. Financial Statements

The financial statements listed in the accompanying index
to financial statements and financial statement schedules
are filed or incorporated by reference as part of this
annual report.

2. Financial Statement Schedule

The financial statement schedule listed in the
accompanying index to financial statements and financial
statement schedules is filed as part of this annual
report.

3. Exhibits

The exhibits listed in the accompanying index to exhibits
are filed or incorporated by reference as part of this
annual report.

(b) Reports on Form 8-K

On October 14, 1998, Intel filed a report on Form 8-K
relating to financial information for Intel Corporation
for the quarter ended September 26, 1998 and
forward-looking statements relating to the Fourth Quarter
of 1998 and the 2nd half of 1998, as presented in a press
release of October 13, 1998.

INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(ITEM 14 (a))

Reference Page
--------------
1998
Annual
Form Report to
10-K Stockholders
---- ------------

Consolidated Balance Sheets
December 26, 1998 and December 27, 1997....................................................................15
Consolidated Statements of Income for
the years ended December 26, 1998,
December 27, 1997 and December 28, 1996....................................................................14
Consolidated Statements of Cash Flows
for the years ended December 26, 1998,
December 27, 1997 and December 28, 1996....................................................................16
Consolidated Statements of Stockholders'
Equity for the years ended December 26, 1998,
December 27, 1997 and December 28, 1996....................................................................17
Notes to Consolidated Financial Statements
December 26, 1998, December 27, 1997 and
December 28, 1996.......................................................................................18-28
Report of Ernst & Young LLP, Independent Auditors............................................................29
Supplemental Information
Financial Information by Quarter (unaudited)...............................................................37
Schedule for years ended December 26, 1998,
December 27, 1997 and December 28, 1996:
II- Valuation and Qualifying Accounts.................................................18

Schedules other than the one listed above are omitted for the reason that
they are not required or are not applicable, or the required information is
shown in the financial statements or notes thereto.

The consolidated financial statements listed in the above index, which are
included in the Company's 1998 Annual Report to Stockholders, are hereby
incorporated by reference. With the exception of the pages listed in the
above index and the portions of such report referred to in Items 1, 5, 6, 7,
7A and 8 of this Form 10-K, the 1998 Annual Report to Stockholders is not to
be deemed filed as part of this report.

INTEL CORPORATION

-------------------------------------

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

December 28, 1996, December 27, 1997 and December 26, 1998
(In Millions)

Additions
Balance at Charged to Balance
Beginning Costs and at End
of Year Expenses Deductions (A) of Year
-------- --------- -------------- -------

1996

Allowance for Doubtful Receivables $57 $25 $14 $68

1997

Allowance for Doubtful Receivables $68 $ 2 $ 5 $65

1998

Allowance for Doubtful Receivables $65 $14 $17 $62

(A) Uncollectible accounts written off, net of recoveries.

INDEX TO EXHIBITS
(Item 14(a))

Description

3.1 Intel Corporation Restated Certificate of Incorporation dated May 11,
1993 and Certificate of Amendment to the Restated Certificate of
Incorporation dated June 2, 1997 (incorporated by reference to Exhibit
3.1 of Registrant's Form 10-K as filed on March 27, 1998).

3.2 Intel Corporation Bylaws as amended (incorporated by reference to
Exhibit 3.1 of Registrant's Form 10-Q for the quarter ended September
26, 1998 as filed on November 10, 1998).

4.1 Agreement to Provide Instruments Defining the Rights of Security
Holders (incorporated by reference to Exhibit 4.1 of Registrant's Form
10-K as filed on March 28, 1986).

10.1 * Intel Corporation 1984 Stock Option Plan as amended and restated,
effective July 16, 1997 (incorporated by reference to Exhibit 10.1 of
Registrant's Form 10-Q for the quarter ended June 27, 1998 as filed on
August 11, 1998).

10.2 * Intel Corporation 1988 Executive Long Term Stock Option Plan as
amended and restated, effective July 16, 1997 (incorporated by
reference to Exhibit 10.2 of Registrant's Form 10-Q for the quarter
ended June 27, 1998 as filed on August 11, 1998).

10.3 * Intel Corporation Executive Officer Bonus Plan as amended and
restated effective January 1, 1995 (incorporated by reference to
Exhibit 10.7 of Registrant's Form 10-Q for the quarter ended April 5,
1995 as filed on May 16, 1995).

10.4 * Intel Corporation Sheltered Employee Retirement Plan Plus, as amended
and restated effective July 15, 1996 (incorporated by reference to
Exhibit 4.1.1 of Registrant's Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 as filed on July 17, 1996).

10.5 * Special Deferred Compensation Plan (incorporated by reference to
Exhibit 4.1 of Registrant's Registration Statement on Form S-8 as filed
on February 2, 1998).

10.6 * Intel Corporation Deferral Plan for Outside Directors, effective
July 1, 1998.

12. Statement Setting Forth the Computation of Ratios of Earnings to Fixed
Charges.

13. Portions of the Annual Report to Stockholders for the fiscal year ended
December 26, 1998 are expressly incorporated by reference herein.

21. Intel Subsidiaries.

23. Consent of Ernst & Young LLP, Independent Auditors.

27. Financial Data Schedule.

* Compensation plans or arrangements in which directors and executive officers
are eligible to participate.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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

By /s/ F. Thomas Dunlap, Jr.
--------------------------
F. Thomas Dunlap, Jr.
Vice President and Secretary
March 25, 1999

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

/s/ Craig R. Barrett /s/ Gordon E. Moore
- -------------------- -------------------
Craig R. Barrett Gordon E. Moore
President, Chief Executive Chairman Emeritus
Officer and Director, of the Board and Director
Principal Executive Officer March 25, 1999
March 25, 1999
/s/ David S. Pottruck
---------------------
/s/ John P. Browne David S. Pottruck
- ------------------ Director
John P. Browne March 25, 1999
Director
March 25, 1999
/s/ Arthur Rock
---------------
/s/ Andy D. Bryant Arthur Rock
- ------------------ Director
Andy D. Bryant March 25, 1999
Senior Vice President, Chief
Financial Officer and Principal
Accounting Officer /s/ Jane E. Shaw
March 25, 1999 ----------------
Jane E. Shaw
Director
/s/ Winston H. Chen March 25, 1999
- -------------------
Winston H. Chen
Director /s/ Leslie L. Vadasz
March 25, 1999 --------------------
Leslie L. Vadasz
Senior Vice President
/s/ Andrew S. Grove Director
- ------------------- March 25, 1999
Andrew S. Grove
Chairman of the Board
and Director /s/ David B. Yoffie
March 25, 1999 -------------------
David B. Yoffie
Director
/s/ D. James Guzy March 25, 1999
- -----------------
D. James Guzy
Director /s/ Charles E. Young
March 25, 1999 --------------------
Charles E. Young
Director
March 25, 1999