Sec Form 4 Filing - CHANDRASEKER ANAND @ INTEL CORP - 2006-04-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CHANDRASEKER ANAND 2. Issuer Name and Ticker or Trading Symbol INTEL CORP [ INTC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SR. VP SALES & MKTG. GRP (Last) (First) (Middle) INTEL CORPORATION, 2200 MISSION COLLEGE BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 04/21/2006 (Street) SANTA CLARA, CA95054 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price COMMON 8,125 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Option (right to buy) $ 19.51 04/21/2006 A 35,000 04/21/2007 04/21/2013 CMN STK. 35,000 $ 0 1,153,045 D Employee Option (right to buy) $ 19.51 04/21/2006 A 35,000 04/21/2008 04/21/2013 CMN STK. 35,000 $ 0 1,188,045 D Employee Option (right to buy) $ 19.51 04/21/2006 A 35,000 04/21/2009 04/21/2013 CMN STK. 35,000 $ 0 1,223,045 D Employee Option (right to buy) $ 19.51 04/21/2006 A 35,000 04/21/2010 04/21/2013 CMN STK. 35,000 $ 0 1,258,045 D Employee Option (right to buy) $ 19.51 04/21/2006 A 52,500 04/21/2011 04/21/2016 CMN STK. 52,500 $ 0 1,310,545 D Restricted Stock Units ( 2 ) 04/21/2006 A 3,000 04/21/2007( 3 ) 04/21/2007( 3 ) CMN STK. 3,000 $ 0 3,000 D Restricted Stock Units ( 2 ) 04/21/2006 A 3,000 04/21/2008( 3 ) 04/21/2008( 3 ) CMN STK. 3,000 $ 0 6,000 D Restricted Stock Units ( 2 ) 04/21/2006 A 3,000 04/21/2009( 3 ) 04/21/2009( 3 ) CMN STK. 3,000 $ 0 9,000 D Restricted Stock Units ( 2 ) 04/21/2006 A 3,000 04/21/2010( 3 ) 04/21/2010( 3 ) CMN STK. 3,000 $ 0 12,000 D Restricted Stock Units ( 2 ) 04/21/2006 A 5,000 04/21/2011( 4 ) 04/21/2011( 4 ) CMN STK. 5,000 $ 0 17,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CHANDRASEKER ANAND INTEL CORPORATION 2200 MISSION COLLEGE BLVD. SANTA CLARA, CA95054 SR. VP SALES & MKTG. GRP Signatures ANAND CHANDRASEKHER 04/24/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 917 shares acquired under the Intel Corporation Stock Participation Plan during February 2006. ( 2 )Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock. ( 3 )Unless earlier forfeited under the terms of the RSU, 25% of the award vests and converts into common stock on each anniversary of the grant date. ( 4 )Unless earlier forfeited under the terms of the RSU, the award vests 100% and converts into common stock on the 5th anniversary of the grant date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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