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 5, 2003

(Date of earliest event reported)

INTEL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

0-6217

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 2003 and the second quarter of 2003 as presented in a press release of June 5, 2003. 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and hereafter filed under the Securities Act of 1933, as amended, except to the extent that such information is superceded by information as of a subsequent date that is included in or incorporated by reference into such registration statement.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 5, 2003

  By:   /s/ Andy D. Bryant                    

Andy D. Bryant

Executive Vice President,

Chief Financial Officer and

Principal Accounting Officer

Exhibit Number

Description

99.1

Press release of June 5, 2003 with an announcement regarding an update to forward-looking statements relating to 2003 and the second quarter of 2003.