FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PEARSON GREGORY R

2. Date of Event Requiring Statement (MM/DD/YYYY)
7/30/2014 

3. Issuer Name and Ticker or Trading Symbol

INTEL CORP [INTC]

(Last)        (First)        (Middle)

C/O INTEL CORPORATION, 2200 MISSION COLLEGE BLVD.

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SR , VP SMG /

(Street)

SANTA CLARA, CA 95054       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   66942   D    
Common Stock   92.123   I   By Employee Benefit Plan Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   10/30/2010   (1) 10/30/2016   Common Stock   10917   $19.0418   D    
Employee Stock Option (Right to Buy)   4/15/2011   (1) 4/15/2017   Common Stock   13255   $24.0834   D    
Employee Stock Option (Right to Buy)   4/16/2010   (1) 4/16/2016   Common Stock   8835   $15.665   D    
Employee Stock Option (Right to Buy)   4/16/2010   (1) 4/16/2016   Common Stock   8835   $15.665   D    
Employee Stock Option (Right to Buy)   4/21/2012   (1) 4/21/2018   Common Stock   62820   $21.34   D    
Employee Stock Option (Right to Buy)   4/24/2013   (1) 4/24/2019   Common Stock   74490   $27.42   D    
Employee Stock Option (Right to Buy)   4/25/2014   (1) 4/25/2020   Common Stock   118280   $23.595   D    
Employee Stock Option (Right to Buy)   7/17/2010   (2) 7/17/2015   Common Stock   23560   $21.72   D    
Performance-based Restricted Stock Units   4/22/2017   (3)   (3) Common Stock   9041   $0   (4) D    
Restricted Stock Units   4/21/2012   (5)   (5) Common Stock   15650   $0   (6) D    
Restricted Stock Units   7/22/2014   (7)   (7) Common Stock   48239   $0   (6) D    
Restricted Stock Units   4/24/2013   (5)   (5) Common Stock   24630   $0   (6) D    
Restricted Stock Units   4/25/2014   (5)   (5) Common Stock   47018   $0   (6) D    

Explanation of Responses:
( 1)  The option vests in four equal annual installments beginning on the first anniversary of the grant date, unless that date falls on a non-business date, in which case the next business date shall apply.
( 2)  The option vests in four equal annual installments beginning on the second anniversary of the grant date, unless that date falls on a non-business date, in which case the next business date shall apply.
( 3)  Unless earlier forfeited under the terms of the performance-based RSU, each performance-based RSU vests and converts into no more than 200% of one share of Intel common stock three years after the grant date (together with dividend equivalent shares thereon), unless that date falls on a non-business date, in which case the next business date shall apply.
( 4)  Each performance-based Restricted Stock Unit (RSU) represents the right to receive, following vesting, up to 200% of one share of Intel common stock, together with dividend equivalent shares on the vested number of shares. The resulting number of shares of Intel common stock acquired upon vesting of the performance-based RSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three-year performance period beginning on January 23, 2014 and ending on January 23, 2017, unless that date falls on a date that the NASDAQ Stock Market is closed, in which case the next business date that the NASDAQ Stock Market is open shall apply.
( 5)  Unless earlier forfeited under the terms of the RSU, 25% of the awards vest and convert 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.
( 6)  Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.
( 7)  Unless earlier forfeited under the terms of the RSU, 1/16th of the awards vest and convert into common stock in sixteen substantially equal quarterly tranches, beginning on July 22, 2014. If the quarterly vesting date falls on a non-business date, the next business date shall apply.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PEARSON GREGORY R
C/O INTEL CORPORATION
2200 MISSION COLLEGE BLVD.
SANTA CLARA, CA 95054


SR , VP SMG

Signatures
/s/ Gregory R. Pearson 8/8/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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