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

On November 12, 2008, the Board of Directors of Intel Corporation ("Intel") approved revising its Bylaws, effective immediately, to set forth more explicitly the processes that stockholders must follow and to specify additional information that stockholders must provide when proposing director nominations and other business in light of the increased usage of more complex voting/ownership arrangements. As amended, the Bylaws are intended to better assure that stockholders and Intel have a reasonable opportunity to consider nominations and other business proposed to be brought before a meeting of stockholders or to be proposed for a special meeting of stockholders and to allow for full information to be distributed to stockholders. The amendments do not change the timeframes in which advance notice of nominations or other business must be made.

The amendments:

• revise the special meeting provisions to conform the advance notice requirements in the context of proposing business or nominating directors for consideration at a special meeting of stockholders;

• define and otherwise clarify the scope of certain terms, more expressly address the operation of the advance notice provision, require a stockholder who provides notice under the provisions to consent to public disclosure of the information it provides and require an update of the stockholder's information as of the record date for the meeting;

• require a stockholder to disclose additional information on the stockholder's interest in the matters being proposed and interests of the stockholder and its associates in Intel's stock, including disclosure of agreements that involve hedging, short positions and similar arrangements and agreements that involve acquiring, voting, holding or disposing of Intel's stock;

• require that a stockholder nominating a person for election as a director include in the advance notice certain information to enable Intel to determine whether the proposed nominee qualifies as an independent director;

• provide for the applicability of the advance notice provisions to all proposals submitted for inclusion in Intel's proxy statement, except for any non-binding (precatory) proposals that are submitted under Securities Exchange Act Rule 14a-8;

• delete a provision providing for an additional notice period in every instance when the size of the Board is increased;

• provide greater clarity regarding Intel's authority to address non-compliance with the notice requirements; and

• make technical and conforming changes in Article II.

The preceding is qualified in its entirety by reference to the Intel's Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed as part of this Report:

Exhibit Description

Number

3.1 Intel Corporation Bylaws, as amended on November 12, 2008

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