Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Change of Directors and Principal Officer Positions

On January 22, 2009, Craig R. Barrett informed the Board of Directors of Intel Corporation (the "Company") that he will retire from his position as Chairman of the Board at the Company's annual meeting of stockholders, expected to be scheduled for May 2009, and will not stand for re-election as a director. Also on January 22, 2009, the Board elected Jane E. Shaw to be non-executive Chairman of the Board, effective as of completion of Dr. Barrett's current one-year term of office as a director, at the Company's next annual meeting of stockholders. Ms. Shaw has been a director of the Company since 1993 and is Chairman of the Audit Committee of the Board.

The Company's press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed as part of this Report:

Exhibit Number Description
99.1 Press release dated January 23, 2009

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