<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                      ____________________

                            FORM 8-K

                         CURRENT REPORT
 Pursuant to Section 13 or 15 (d) of the Securities Exchange Act
                             of 1934


                Date of Report:  January 17, 2007
                (Date of earliest event reported)

                        INTEL CORPORATION
     (Exact name of registrant as specified in its charter)


       Delaware               000-06217            94-1672743
    (State or other          (Commission         (IRS Employer
    jurisdiction of
    incorporation)           File Number)     Identification No.)

  2200 Mission College Blvd., Santa Clara,         95054-1549
                 California
  (Address of principal executive offices)         (Zip Code)

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

Check  the  appropriate  box below if  the  Form  8-K  filing  is
intended to simultaneously satisfy the filing obligation  of  the
registrant  under  any of the following provisions  (see  General
Instruction A.2. below):

[  ]   Written  communications pursuant to  Rule  425  under  the
Securities Act (17 CFR 230.425)

[  ]   Soliciting  material pursuant to  Rule  14a-12  under  the
Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule  14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule  13e-4(c)
under the Exchange Act (17 CFR 240.13e-4c))

<PAGE>

Item 5.03 Amendments  to  Articles  of Incorporation  or  Bylaws;
          Change in Fiscal Year.

          On  January  17, 2007, the Board of Directors  approved
  amendments  to  Article III, Section 1 of the Company's  bylaws
  to  revise  the  provisions with regard to the   majority  vote
  standard  for director elections.  The date for determining  if
  an  election  is contested or uncontested has been  set  at  14
  days  before the Company files its definitive proxy  statement;
  this addition is intended to clarify whether directors will  be
  elected  under  a  majority  or  plurality  standard  prior  to
  soliciting proxies.  The existing resignation requirement   was
  revised  to conform to a new Delaware law recognizing  advance,
  irrevocable contingent resignations, and the general  text  was
  moved  from  the  bylaws to the Company's corporate  governance
  guidelines  (which  are  published on  the  company's  Investor
  relations website). The mandatory recusal provision was  also
  removed  in  light  of  Delaware law considerations.



Item 9.01      Financial Statements and Exhibits.

          (c)  Exhibits.

                         The following exhibits are filed as part
               of this Report:

               Exhibit   Description
               Number

               3.1       Intel Corporation Bylaws, as amended  on
                         January 17, 2007



<PAGE>

                           SIGNATURES

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.

                                 INTEL CORPORATION
                                 (Registrant)


                                 By:  /s/ Cary I. Klafter
                                      --------------------------
                                      Cary I. Klafter
Date:  January 18, 2007               Corporate Secretary


</TEXT>
</DOCUMENT>