Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *
BAKER ROBERT JAYMES
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, GM TECH & MFG GRP
(Last)
(First)
(Middle)

INTEL CORPORATION, 2200 MISSION COLLEGE BLVD.
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/27/2008
(Street)


SANTA CLARA, CA 95054
4. If Amendment, Date Original Filed(Month/Day/Year)
02/10/2009
6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $ 0 (1) 11/26/2008   J   900 (2) 04/21/2007(3)   (3) Common Stock
900
$ 0 5,100
D
 
Restricted Stock Units - Former Spouse $ 0 (1) 11/26/2008   J 900 (2) (4)   04/21/2007(3)   (3) Common Stock
900
$ 0 900
I
By Former Spouse
Restricted Stock Units $ 0 (1) 11/26/2008   J   1,912.5 (2) 04/19/2008(3)   (3) Common Stock
1,912.5
$ 0 17,212.5
D
 
Restricted Stock Units - Former Spouse $ 0 (1) 11/26/2008   J 1,912.5 (2) (4)   04/19/2008(3)   (3) Common Stock
1,912.5
$ 0 1,912.5
I
By Former Spouse
Restricted Stock Units $ 0 (1) 11/26/2008   J4   1,912.5 (5) 04/17/2009(3)   (3) Common Stock
1,912.5
$ 0 23,587.5
D
 
Restricted Stock Units - Former Spouse $ 0 (1) 11/26/2008   J4 1,912.5 (4) (5)   04/17/2009(3)   (3) Common Stock
1,912.5
$ 0 1,912.5
I
By Former Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAKER ROBERT JAYMES
INTEL CORPORATION
2200 MISSION COLLEGE BLVD.
SANTA CLARA, CA 95054
      SR VP, GM TECH & MFG GRP  

Signatures

/s/ Lulu De Guia, attorney-in-fact 04/22/2009
**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) Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.
(2) Number of restricted stock units transferred by the reporting person to his former spouse reflected in the reporting person's original Form 5 was incorrect.
(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, unless that date falls on a non-business date, in which case the next business date shall apply.
(4) Number of Derivative Securities held at the end of the period reflects the transfer on 11/26/08 of 4,725 Restricted Stock Units to the reporting person's former spouse. This transfer is of economic benefit.
(5) The transfer of 1,912.5 restricted stock units by the reporting person to his former spouse was inadvertently omitted from the reporting person's original Form 5.

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

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