Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
KILROY THOMAS M
  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)
VP, GM SALES & MARKETING GRP
(Last)
(First)
(Middle)
INTEL CORPORATION, 2200 MISSION COLLEGE BLVD.
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2009
(Street)

SANTA CLARA, CA 95054
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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 Stock Option (Right to Buy) $ 25.6875 10/30/2009   D     5,908 03/21/2002(1) 03/21/2011 Common Stock 5,908 (2) 0 D  
Employee Stock Option (Right to Buy) $ 38.8125 10/30/2009   D     10,000 10/10/2004(3) 10/10/2010 Common Stock 10,000 (4) 0 D  
Employee Stock Option (Right to Buy) $ 31.83 10/30/2009   D     5,000 10/16/2004(5) 10/16/2013 Common Stock 5,000 (6) 0 D  
Employee Stock Option (Right to Buy) $ 26.995 10/30/2009   D     16,500 04/15/2005(5) 04/15/2014 Common Stock 16,500 (7) 0 D  
Employee Stock Option (Right to Buy) $ 24.225 10/30/2009   D     14,520 04/10/2006 04/10/2011 Common Stock 14,520 (8) 0 D  
Employee Stock Option (Right to Buy) $ 31.945 10/30/2009   D     10,000 11/27/2006 11/27/2011 Common Stock 10,000 (9) 0 D  
Employee Stock Option (Right to Buy) $ 29.325 10/30/2009   D     10,800 04/09/2007 04/09/2012 Common Stock 10,800 (10) 0 D  
Employee Stock Option (Right to Buy) $ 24.365 10/30/2009   D     10,800 04/13/2007 10/31/2011 Common Stock 10,800 (11) 0 D  
Employee Stock Option (Right to Buy) $ 21.52 10/30/2009   D     125,000 04/19/2008(5) 04/19/2014 Common Stock 125,000 (12) 0 D  
Employee Stock Option (Right to Buy) $ 22.11 10/30/2009   D     160,000 04/17/2009(5) 04/17/2015 Common Stock 160,000 (13) 0 D  
Employee Stock Option (Right to Buy) $ 19.04 10/30/2009   A   260,646   10/30/2010(14) 10/30/2016 Common Stock 260,646 (15) 260,646 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KILROY THOMAS M
INTEL CORPORATION
2200 MISSION COLLEGE BLVD.
SANTA CLARA, CA 95054
      VP, GM SALES & MARKETING GRP  

Signatures

 /s/ Wendy Yemington, attorney-in-fact   11/03/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This option vests in two equal annual installments beginning on the first anniversary of the grant date.
(2) On October 30, 2009, the issuer canceled the stock options tendered by the executive pursuant to the issuer's employee stock option exchange program and granted in exchange for all such options, new options for 1,313 shares.
(3) This option vests in two equal annual installments beginning on the fourth anniversary of the grant date.
(4) On October 30, 2009, the issuer canceled the stock options tendered by the executive pursuant to the issuer's employee stock option exchange program and granted in exchange for all such options, new options for 94 shares.
(5) The option vests in four equal annual installments beginning on the first anniversary of the grant date.
(6) On October 30, 2009, the issuer canceled the stock options tendered by the executive pursuant to the issuer's employee stock option exchange program and granted in exchange for all such options, new options for 1,852 shares.
(7) On October 30, 2009, the issuer canceled the stock options tendered by the executive pursuant to the issuer's employee stock option exchange program and granted in exchange for all such options, new options for 9,166 shares.
(8) On October 30, 2009, the issuer canceled the stock options tendered by the executive pursuant to the issuer's employee stock option exchange program and granted in exchange for all such options, new options for 4,149 shares.
(9) On October 30, 2009, the issuer canceled the stock options tendered by the executive pursuant to the issuer's employee stock option exchange program and granted in exchange for all such options, new options for 1,087 shares.
(10) On October 30, 2009, the issuer canceled the stock options tendered by the executive pursuant to the issuer's employee stock option exchange program and granted in exchange for all such options, new options for 2,400 shares.
(11) On October 30, 2009, the issuer canceled the stock options tendered by the executive pursuant to the issuer's employee stock option exchange program and granted in exchange for all such options, new options for 3,086 shares.
(12) On October 30, 2009, the issuer canceled the stock options tendered by the executive pursuant to the issuer's employee stock option exchange program and granted in exchange for all such options, new options for 104,166 shares.
(13) On October 30, 2009, the issuer canceled the stock options tendered by the executive pursuant to the issuer's employee stock option exchange program and granted in exchange for all such options, new options for 133,333 shares.
(14) The option vests in four equal annual installments beginning on the first anniversary of the grant date, unless that date falls on a non-business date, in which case the next business date shall apply.
(15) On October 30, 2009, the issuer canceled the stock options tendered by the executive pursuant to the issuer's employee stock option exchange program and granted in exchange for all such options, new options for 260,646 shares.

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