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: June 3, 2004
                        (Date of earliest event reported)



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


        Delaware                      0-06217                   94-1672743
        --------                      -------                   ----------
       (State of                    (Commission                (IRS Employer
     incorporation)                 File Number)            Identification No.)



2200 Mission College Blvd., Santa Clara, California             95052-8119
---------------------------------------------------             ----------
       (Address of principal executive offices)                 (Zip Code)



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




Item 9.     REGULATION FD DISCLOSURE

            Attached hereto as Exhibit 99.1 and incorporated by
            reference herein is the text of Intel Corporation's
            announcement regarding an update to forward-looking
            statements relating to 2004 and the second quarter of 2004
            as presented in a press release of June 3, 2004. The
            information in this report shall be deemed incorporated by
            reference into any registration statement heretofore and
            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            superceded by information as of a subsequent date that is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.




                                   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)


Date: June 3, 2004                         By:   /s/ Andy D. Bryant
                                                -------------------
                                                Andy D. Bryant
                                                Executive Vice President,
                                                Chief Financial Officer and
                                                Principal Accounting Officer