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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1. Name and Address of Reporting Person * HOLT WILLIAM 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) Exec VP GM, Tech & Mfg Grp (Last) (First) (Middle) C/O INTEL CORPORATION, 2200 MISSION COLLEGE BLVD. 3. Date of Earliest Transaction (Month/Day/Year) 01/24/2015 (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 Common Stock 01/24/2015   M   74,640 (1) A $ 0 88,410 D   Common Stock 01/24/2015   F   38,030 (2) D $ 35.935 50,380 D   Common Stock 01/24/2015   M   3,191 (1) A $ 0 53,571 D   Common Stock 01/24/2015   F   1,626 (2) D $ 35.935 51,945 D   Common Stock 01/24/2015   M   4,452 (1) A $ 0 56,397 D   Common Stock 01/24/2015   F   2,269 (2) D $ 35.935 54,128 D   Common Stock 01/26/2015   M   39,595 A $ 21.085 93,723 D   Common Stock 01/26/2015   M   7,820 A $ 26.795 101,543 D   Common Stock 01/26/2015   M   67,205 A $ 21.055 168,748 D   Common Stock 01/26/2015   S   114,620 (3) D $ 35.7737 (4) 54,128 D   Common Stock 01/27/2015   S   40,358 (3) D $ 34.1808 (5) 13,770 D   Common Stock               2.824 I By Employee Benefit Plan Trust

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

Restricted Stock Units

$ 0 (6)

01/24/2015

M

74,640

01/24/2014(7)

(7)

Common Stock

74,640

$ 0

74,640

D

Restricted Stock Units

$ 0 (6)

01/24/2015

M

3,191

04/24/2012(8)

(8)

Common Stock

3,191

$ 0

0

D

Restricted Stock Units

$ 0 (6)

01/24/2015

M

4,452

04/24/2013(9)

(9)

Common Stock

4,452

$ 0

17,811

D

Employee Stock Option (Right to Buy)

$ 21.085

01/26/2015

M

39,595

01/24/2012(10)

01/24/2018

Common Stock

39,595

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 26.795

01/26/2015

M

7,820

01/24/2013(10)

01/24/2019

Common Stock

7,820

$ 0

100,260

D

Employee Stock Option (Right to Buy)

$ 21.055

01/26/2015

M

67,205

01/24/2014(10)

01/24/2020

Common Stock

67,205

$ 0

134,410

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HOLT WILLIAM M C/O INTEL CORPORATION 2200 MISSION COLLEGE BLVD. SANTA CLARA, CA 95054			Exec VP GM, Tech & Mfg Grp

Signatures

/s/ Wendy Yemington, attorney-in-fact		01/28/2015
**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)	Shares acquired on the vesting of restricted stock units.
(2)	Shares withheld for payment of tax liability.
(3)	Transactions reported on this Form 4 were made pursuant to trading instructions adopted by the undersigned on April 25, 2013 that are intended to comply with Rule 10b5-1(c).
(4)	This transaction was executed in multiple trades at prices ranging from $35.575 to $36.20. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(5)	This transaction was executed in multiple trades at prices ranging from $33.57 to $34.68. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(6)	Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.
(7)	Unless earlier forfeited under the terms of the RSU, 20% of the awards vest and convert into common stock on the 2nd anniversary of the grant date, 40% of the awards vest and convert into common stock on the 3rd anniversary of the grant date, 40% of the awards vest and convert into common stock on the 4th anniversary of the grant date, unless any vesting date falls on a non-business date, in which case the next business date shall apply.
(8)	Unless earlier forfeited under the terms of the RSU, 1/12th of the awards vest and convert into common stock in twelve substantially equal quarterly tranches, beginning on April 24, 2012. If the quarterly vesting date falls on a non-business date, the next business date shall apply.
(9)	Unless earlier forfeited under the terms of the RSU, 1/12th of the awards vest and convert into common stock in twelve substantially equal quarterly tranches, beginning on April 24, 2013. If the quarterly vesting date falls on a non-business date, the next business date shall apply.
(10)	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.

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