WASHINGTON, D.C. 20549

                            FORM 8-K

                         CURRENT REPORT
                 PURSUANT TO SECTION 13 OR 15(d)

               Date of report:  December 10, 2003
                (Date of earliest event reported)

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

      Delaware               0-6217              94-1672743
     (State of          (Commission File        (IRS Employer
   Incorporation)           Number)          Identification No.)

        2200 Mission College Blvd., Santa Clara, CA 95052
      (Address of Principal Executive Offices and Zip Code)

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


            Attached hereto as Exhibit 99.1 and incorporated  by
            reference  herein is the text of Intel Corporation's
            announcement regarding a reorganization  of  certain
            business  units as presented in a press  release  on
            December  10, 2003.  The information in this  report
            shall  be deemed incorporated by reference into  any
            registration statement heretofore or hereafter filed
            under the Securities Act of 1933, as amended, except
            to the extent that such information is superceded by
            information as of a subsequent date that is included
            in   or   incorporated   by  reference   into   such
            registration  statement.  The  information  in  this
            report shall not be treated as filed for purposes of
            the Securities Exchange Act of 1934, as amended.

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.

Date: December 10, 2003            INTEL CORPORATION

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

                           EXHIBIT 99.1

                          PRESS RELEASE

CONTACT:  Bill Calder
(503) 264-5669


SANTA  CLARA,  Calif.,  Dec.10, 2003  -  Intel  Corporation  today
announced   that   it   is  combining  its  communications-related
businesses  into  a single organization, the Intel  Communications
Group (ICG).

      Intel's communications efforts -- providing building  blocks
for   the  communications  infrastructure  and  the  cellular  and
handheld  computing market segments -- have been  divided  between
two  groups,  ICG  and the Wireless Communications  and  Computing
Group  (WCCG). The newly combined organization will be  headed  by
Sean  Maloney, Intel executive vice president and general  manager
of ICG.

Separately,  the  company announced that Ron Smith,  Intel  senior
vice  president  and general manager of Intel's  WCCG  unit,  will
retire early next year.

      "We  continue  to  drive the convergence  of  computing  and
communications through our product line-up, and with this  we  see
wireless local area networking and wide area cellular technologies
coming  together,"  said  Intel CEO Craig Barrett.  "Consolidation
gives  us  better  product planning and customer  focus  in  these
strategically critical areas going forward."

      ICG will assume WCCG's product portfolio in addition to  its
current  focus  on  network  processors,  wireless  LAN  chipsets,
gigabit   networking   solutions,  network   cards   and   related
infrastructure  technologies.  WCCG  products  include  processors
based  on  Intel XScale technology; along with chipsets, reference
designs, software and other technologies built around

the Intel(R) Personal Internet Client Architecture (Intel(R) PCA).
It  also includes Intel's flash memory business and digital signal
processing activities.

      Smith,  53,  is  a 26-year veteran of the  company  who  led
Intel's movement into CMOS with the development of the process for
manufacturing Intel's 80386 processor. He went on to lead  Intel's
embedded processor and PCI components divisions. More recently, as
general  manager of WCCG, he led Intel's efforts in  flash  memory
and  processors  based on Intel(R) XScale(R)  technology  for  the
cellular and handheld computing market segments.

      "Ron has played an instrumental role at this company and had
many  successes in a number of diverse areas over the years," said
Barrett. "He's been a key contributor to our success, and he  will
be missed. We wish him well in his retirement."

      Intel,  the  world's largest chip maker, is also  a  leading
manufacturer of computer, networking and communications  products.
Additional    information   about   Intel    is    available    at


Intel  is a trademark of Intel Corporation or its subsidiaries  in
the United States and other countries.
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