Company Name:Intel Corp.
Public Availability Date: January 22, 2008

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

January 4, 2008

Client No.
C 42376-00006

Direct Dial
(202) 955-8671

Fax No.
(202) 530-9569

VIA HAND DELIVERY

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re: Stockholder Proposal of Robert D. Morse Exchange Act of 1934Rule 14a-8

Dear Ladies and Gentlemen:

This letter is to inform you that our client, Intel Corporation (the "Company"), intends to omit from its proxy statement and form of proxy for its 2008 Annual Stockholders' Meeting (collectively, the "2008 Proxy Materials") a stockholder proposal and statements in support thereof (the "Proposal") received from Robert D. Morse (the "Proponent").

Pursuant to Rule 14a-8(j), we have:

enclosed herewith six (6) copies of this letter and its attachments;

filed this letter with the Securities and Exchange Commission (the "Commission") no later than eighty (80) calendar days before the Company intends to file its definitive 2008 Proxy Materials with the Commission; and

concurrently sent copies of this correspondence to the Proponent.

Rule 14a-8(k) provides that stockholder proponents are required to send companies a copy of any correspondence that the proponents elect to submit to the Commission or the staff of the Division of Corporation Finance (the "Staff"). Accordingly, we are taking this opportunity to inform the Proponent that if the Proponent elects to submit additional correspondence to the Commission or the Staff with respect to this Proposal, a copy of that correspondence should concurrently be furnished to the undersigned on behalf of the Company pursuant to Rule 14a-8(k).

THE PROPOSAL

The Proposal states:

I, Robert D. Morse, of 212 Highland Avenue, Moorestown, NJ 08057-2717, owner of $2000.00 or more of Intel Corporation stock, held for a year, request the Board of Directors to take action regarding remuneration to any of the top five persons named in Management be limited to $500,000.00 per year, by salary only, plus any nominal perks {i.e.; company car use, club memberships}. This program is to be applied after any existing programs now in force for cash, options, bonuses, SAR's, etc., plus discontinue, if any, severance contracts, in effect, are completed, which I consider part of remuneration programs.

This proposal does not affect any other personnel in the company and their remuneration programs.

A copy of the Proposal, as well as related correspondence with the Proponent, is attached to this letter as Exhibit A.

BASES FOR EXCLUSION

We hereby respectfully request that the Staff concur in our view that the Proposal may be excluded from the 2008 Proxy Materials pursuant to:

Rule 14a-8(h)(3) because neither the Proponent nor his qualified representative attended the Company's 2007 Annual Stockholders' Meeting to present the Proponent's stockholder proposal contained in the Company's 2007 proxy statement; and

Rule 14a-8(b) and Rule 14a-8(f)(1) because the Proponent failed to establish the requisite eligibility to submit the Proposal.

ANALYSIS

I. The Proposal May Be Excluded under Rule 14a-8(h)(3) Because Neither the Proponent Nor His Qualified Representative Attended the Company's 2007 Annual Stockholders' Meeting to Present the Proponent's Stockholder Proposal Contained in the Company's 2007 Proxy Statement.

Under Rule 14a-8(h)(1), a stockholder proponent must attend the stockholders' meeting to present his stockholder proposal or, alternatively, must send a representative who is qualified under state law to present the proposal on the proponent's behalf. Rule 14a-8(h)(3) provides that if a stockholder or his qualified representative fails, without good cause, to appear and present a proposal included in a company's proxy materials, the company will be permitted to exclude all of such stockholder's proposals from the company's proxy materials for any meetings held in the following two calendar years.

The Company intends to omit the Proposal from its 2008 Proxy Materials because the Proponent failed, without good cause, to attend the Company's 2007 Annual Stockholders' Meeting held on May 16, 2007 in Santa Clara, California (the "2007 Annual Meeting") to present a substantially similar proposal that he had submitted for that meeting (the "2007 Proposal"). The Company included the 2007 Proposal in the Company's 2007 proxy statement as Proposal No. 5 (attached hereto as Exhibit B) and was prepared to allow the Proponent, or his qualified representative, to present the 2007 Proposal at the Company's 2007 Annual Meeting. However, neither the Proponent nor a qualified representative attended the 2007 Annual Meeting to present the 2007 Proposal, as noted in the excerpts from the transcript of the 2007 Annual Meeting attached hereto as Exhibit C. Despite this, the Company allowed a vote to be taken on the matter and the Company's stockholders voted against the 2007 Proposal by an overwhelming majority. In the materials submitted with the current Proposal, the Proponent indicates that he did not attend the 2007 Annual Meeting and will not attend the 2008 Annual Meeting because of his need to attend to his wife's medical needs.

The Proponent has indicated that his need to attend to his wife constitutes "good cause" under Rule 14a-8(h)(3) and thus his failure to attend the 2008 Annual Meeting would not provide a basis for the Company to exclude his Proposal. However, the Staff previously has not agreed with this position. Specifically, the Staff permitted exclusion under Rule 14a-8(h)(3) of a stockholder proposal the Proponent submitted to Exxon-Mobil Corp., finding that the Proponent "has not stated a `good cause' for the failure to appear" when the Proponent cited his wife's medical condition as the reason he was unable to attend the annual stockholders meeting. Exxon-Mobil Corp. (avail. Dec. 14, 2004). See also Wm. Wrigley. Jr. Co. (avail. Nov. 21, 2005); Hudson United Bancorp (avail. Oct. 6, 2005); Hudson United Bancorp (avail. Nov. 8, 2004).

The Proponent is highly experienced at making stockholder proposals and is well aware of the rules regarding presentation of stockholder proposals. The Proponent has submitted numerous proposals to various companies over a period of many years, including to the Company, and has repeatedly failed to satisfy Rule 14a-8(h)(1). We note, in particular, that the Staff consistently has permitted exclusion of proposals submitted by the Proponent because of his failure to appear and present his proposals at stockholder meetings. See, e.g., Anthracite Capital, Inc. (avail. Feb. 16, 2007) and Eastman Kodak Co. (avail. Jan. 30, 2006) (each permitting exclusion when the Proponent failed to appear at the previous year's annual meeting, at which the company permitted the proposal to be voted upon for the convenience of stockholders). See also Wm. Wrigley, Jr. Co. (avail. Dec. 5, 2006); Entergy Corp. (avail. Jan. 10, 2006); Lucent Technologies Inc. (avail. Oct. 27, 2004); Poore Brothers, Inc. (avail. Feb. 18, 2004); Wm. Wrigley, Jr. Co. (avail. Dec. 5, 2003); Avaya Inc. (avail. Nov. 14, 2003); Poore Brothers, Inc. (avail. Feb. 21, 2003); NCR Corp. (avail. Jan. 2, 2003); Wm. Wrigley, Jr. Co. (avail. Nov. 20, 2002); Mattel, Inc. (avail. Mar. 22, 2002); Lucent Technologies Inc. (avail. Sept. 21, 1999); Mobil Corp (avail. Sept. 3, 1998).

As a result, the Company believes that under Rule 14a-8(h)(3) it may: (i) exclude the Proposal from the 2008 Proxy Materials, and (ii) omit any proposal made by Proponent from the proxy materials for all stockholders' meetings held in calendar years 2008 and 2009.

II. The Proposal May Be Excluded under Rule 14a-8(b) and Rule 14a-8(f) Because the Proponent Failed To Establish the Requisite Eligibility To Submit the Proposal.

Alternatively, should the Staff not concur that the Proposal is excludable pursuant to Rule 14a-8(h)(3), we respectfully request that the Staff concur that the Company may exclude the Proposal under Rule 14a-8(f)(1) because the Proponent did not substantiate his eligibility to submit the Proposal under Rule 14a-8(b). Rule 14a-8(b)(1) provides, in relevant part, that "[i]n order to be eligible to submit a proposal, [a stockholder] must have continuously held at least $2,000 in market value, or 1%, of the company's securities entitled to be voted on the proposal at the meeting for at least one year by the date [the stockholder submits] the proposal."

The Company received the Proposal from the Proponent via U.S.P.S. mail on August 30, 2007. Rule 14a-8(b)(2) provides that, if the proponent of the stockholder proposal is not listed in the company's records as a stockholder, the burden is on the proponent to verify his eligibility to submit a stockholder proposal. The Company has informed us that the Proponent does not appear on the records of the Company's stock transfer agent as a stockholder of record, and the Proponent did not provide proof of his beneficial holdings of Company stock when he submitted the Proposal. In accordance with Rule 14a-8(f)(1), the Company sent a letter (the "Deficiency Notice") via Federal Express to the Proponent on September 13, 2007, requesting that the Proponent provide the Company with verification of his beneficial ownership not later than 14 calendar days following his receipt of the Company's request. A copy of the Deficiency Notice is attached hereto as Exhibit D. The tracking update from Federal Express provides that the Deficiency Notice was delivered to the Proponent on September 14, 2007. See Exhibit E.

The Proponent responded to the Deficiency Notice on September 26, 2007 (the "Proponent's Response") but still failed to provide sufficient proof of his continuous ownership of the requisite shares of the Company's common stock. See Exhibit F. In the Proponent's Response, the Proponent admitted that he was not able to verify proof of his ownership of Company shares because "no response [was] received from TDAmeritrade." Staff Legal Bulletin No. 14 specifies that when the stockholder is not the registered holder, the stockholder "is responsible for proving his or her eligibility to submit a proposal to the company," which the stockholder may do by one of the two ways provided in Rule 14a-8(b)(2). See Section C.1.c, Staff Legal Bulletin No. 14 (July 13, 2001). As set forth in Rule 14a-8(b), if the stockholder proponent is not the record holder of the securities, he must do one of two things to prove his eligibility to submit a stockholder proposal. The stockholder proponent "can submit a written statement from the record holder of the securities verifying that the [stockholder] has owned the securities continuously for one year as of the time the [stockholder] submitted the proposal." SLB 14. Alternatively, the stockholder proponent may submit copies of Schedule 13D, Schedule 13G, Form 3, Form 4 or Form 5 that reflect his ownership of the Company securities. Thus, while the Proponent did respond to the Deficiency Notice, by his own admittance he did not provide the necessary information - either a statement from the holder of record attesting to his ownership or any of the applicable schedules or forms - as required to establish his eligibility to submit the Proposal to the Company.

Rule 14a-8(f) provides that a company may exclude a stockholder proposal from its proxy materials if the proponent fails to provide evidence of eligibility under Rule 14a-8, including the beneficial ownership requirements of Rule 14a-8(b), provided that the company timely notifies the proponent of the problem and the proponent fails to correct the deficiency within the required time. The Company satisfied its obligation under Rule 14a-8 in the Deficiency Notice to the Proponent, which stated:

the ownership requirements of Rule 14a-8(b);

the type of documentation necessary to demonstrate beneficial ownership under Rule 14a-8(b);

that the Proponent's response had to be transmitted no later than 14 calendar days from the date the Proponent received the Deficiency Notice; and

that a copy of the stockholder proposal rules set forth in Rule 14a-8 was enclosed.

On numerous occasions the Staff has taken a no-action position concerning a company's omission of a stockholder proposal based on a proponent's failure to provide satisfactory evidence of his eligibility under Rule 14a-8(b) and Rule 14a 8(f)(1). See, e.g., General Motors Corp. (avail. Apr. 5, 2007) (concurring with the exclusion of a stockholder proposal and noting that "the proponent appear[ed] to have failed to supply documentary support sufficiently evidencing that he satisfied the minimum ownership requirement for the one-year period as of the date that he submitted the proposal as required by rule 14a-8(b)"). See also Yahoo, Inc. (avail. Mar. 29, 2007); CSK Auto Corp. (avail. Jan. 29, 2007); Motorola, Inc. (avail. Jan. 10, 2005), Johnson & Johnson (avail. Jan. 3, 2005); Agilent Technologies (avail. Nov. 19, 2004); Intel Corp. (avail. Jan. 29, 2004); Seagate Technology (avail. Aug. 11, 2003); J.P. Morgan Chase & Co. (avail. Mar. 13, 2002). More specifically, the Staff previously has concurred with the exclusion of stockholder proposals because a stockholder proponent failed to provide documentary support from the record holder of his continuous ownership of a company's securities. See, e.g., General Motors Corp. (avail. Apr. 3, 2001) (noting that "while it appears that the proponent did provide some indication that he owned shares, it appears that he has not provided a statement from the record holder evidencing documentary support of continuous beneficial ownership of $2,000 or 1% in market value of voting securities, for at least one year prior to the submission of the proposal") (emphasis added); Pall Corp. (avail. Sept. 20, 2005) (concurring with the exclusion of a proposal under Rule 14a-8(b) when the proponent was not a record holder and failed to submit documentary proof of beneficial ownership from a record holder).

Moreover, the Proponent should be well aware of the beneficial ownership requirements of Rule 14a-8(b). The Proponent previously has submitted proposals for inclusion in the Company's 2002, 2003, 2004 and 2006 proxy materials, and in each case the Proponent failed to satisfy the continuous ownership requirement of Rule 14a-8(b), notwithstanding the Company's correspondence noting the procedural deficiencies and explaining how to correct those deficiencies. The Staff granted no-action relief to the Company in each case. See Intel Corp. (avail. Feb. 8, 2006); Intel Corp. (avail. Jan. 29, 2004); Intel Corp. (avail. Mar. 10, 2003); Intel Corp. (avail, Feb. 15, 2002).

Thus, despite the Deficiency Notice and the Proponent's Response, the Proponent has failed to provide the Company with satisfactory evidence of his requisite ownership of Company stock. Accordingly, we ask that the Staff concur that the Company may exclude the Proposal from the 2008 Proxy Materials under Rule 14a-8(b) and Rule 14a-8(f)(1).

CONCLUSION

Based upon the foregoing analysis, we respectfully request that the Staff concur that it will take no action if the Company excludes the Proposal from its 2008 Proxy Materials in reliance on Rule 14a-8(h)(3) and omits any proposal submitted for inclusion at the Company's stockholders meetings in calendar years 2008 and 2009. Alternatively, should the Staff be unable to concur in the exclusion of the Proposal under Rule 14a-8(h)(3), we respectfully request that the Staff concur that it will take no action if the Company excludes the Proposal under Rule 14a-8(b) and Rule 14a-8(f)(1). We would be happy to provide you with any additional information and answer any questions that you may have regarding this subject. Moreover, the Company agrees to promptly forward to the Proponent any response from the Staff to this request that the Staff transmits by facsimile to the Company only.

If we can be of any further assistance in this matter, please do not hesitate to call me at (202) 955-8671, my colleague Elizabeth A. Ising at (202) 955-8287 or Doug A. Stewart, the Company's Senior Attorney, Legal and Corporate Affairs, at (408) 765-5532.

Sincerely,

/s/

Ronald O. Mueller

ROM/js

Enclosures

cc: Doug A. Stewart, Intel Corporation
Robert D. Morse

[INQUIRY LETTER]

October 6, 2007

Chairman Christopher Cox
Securities & Exchange Commission
100 F. Street, N.E.
Washington, DC 20549

Subject: Interference with Ameritrade, Inc. business operations by requesting information.

Dear Mr. Cox:

Note: Deadline Sept. 27\th/ for proof of ownership, etc. and no response received from TDAmeritrade, since not their obligation to be third party to information request, which is an interruption of normal business, and an insult to their integrity, in issuing monthly reports which the S.E.C. rules reject, and I concur with TD Ameritrade and any others.

I supplied TDAmeritrade address & Ph. # to each, and none applied for info direct. I sent in 6 Corporate similar demands with no response to date from TDAmeritrade.

Therefore, if persistence in deleting of my Proposal is presented to the S.E.C. I submit that due diligence was not used in finding my holdings, as they are known in order to send my dividends as they are issued. {Income Tax filed-Exhibit]

I have already submitted family health problems as valid non-attendance reason, along with my proposal.

I am open to further discussion, as the security dealers may resent continued negative publicity by the S.E.C. as to their integrity in issuing client's monthly reports. It appears to me that pressure was used by corporate representatives in obtaining such a restrictive Rule, and the S.E.C. has the right to suspend it.

6 copies to S.E.C. [if required]

1 "to each corporation filing deletion request.

Income tax exhibit to prove holdings quantity/value.

Sincerely,

/s/

[INQUIRY LETTER]

August 30, 2007

Office of The Secretary
Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA 95054-1549

Dear Secretary:

I, Robert D. Morse, of 212 Highland Avenue, Moorestown, NJ 08057-2717, wish to introduce the enclosed Proposal for the Year 2008 Proxy Material. I have held, $2000.00 or more in the company's securities over one year and will continue to hold until after the next meeting date.

I cannot be expected to attend but will try to be represented at the meeting by an alternate selection, if any become known to me.

For the past three years, my close presence to attend my wife's medical needs has escalated and the S.E.C. has been so advised as a "valid reason" for non-attendance.

As proven in previous reports, my shares holdings remain the same, and are held by TD Ameritrade.

TD Ameritrade, Inc.

PO Box 2654

Omaha, NE 68103-2654

Ph: 1 800 934 4448

I note that my asking for letters of authenticity are a disruption of the normal business activities and should not be demanded, regardless of the S.E.C.'s permission to corporations. A Proponent can be called to account in the event of misrepresentation.

Encl.: Proposal and Reasons

Sincerely,

Robert D. Morse

/s/

[APPENDIX]

August 30, 2007

PROPOSAL

I, Robert D. Morse, of 212 Highland Avenue, Moorestown, NJ 08057-2717, owner of $2000.00 or more of Intel Corporation stock, held for a year, request the Board of Directors to take action regarding remuneration to any of the top five persons named in Management be limited to $500,000.00 per year, by salary only, plus any nominal perks {i.e.; company car use, club memberships] This program is to be applied after any existing programs now in force for cash, options, bonuses, SAR's, etc., plus discontinue, if any, severance contracts, in effect, are completed, which I consider part of remuneration programs.

This proposal does not affect any other personnel in the company and their remuneration programs

REASONS

Ever since about Year 1975, when "Against" was removed from "Vote for Directors" box, and no other on the Proxy Vote, and the term "Plurality" voting was contrived, shareowners have lost the "Right of Dissent", which is unconstitutional. No reason given, but the result has been that any Management nominee for Director was elected, even if only one "For" vote was received. This is because "Abstain" and "Withheld" are not deducted from "For". In response, Directors have awarded remuneration to those whom nominated them, to the point of being excessive and still escalating. Millions of dollars of shareowners assets are diverted for the five top Management, year after year, until their retirement or they "Jump Ship" for another company's offer. It is seldom proven to have been "earned" by their efforts, rather than the product or services.

The limit of one half million dollars in remuneration is far above that needed to enjoy an elegant lifestyle. These funds might better be applied to dividends. The savings in climination of personnel needed to process all previous programs could be tremendous. Plus savings on lengthy pages reporting the process in the Report, a help for the National Paperwork Reduction Act.

This can all be accomplished by having Directors eliminate all Rights, Options, S.A.R.'s, retirement and severance, etc. programs, relying on $500.000.00 to be adequate, and Management buying their own stock and retirement programs, if desired.

It is commendable that AT&T, ExxonMobil, Ford Motor [1\st/], perhaps others, have already returned "Against" as requested.

Thank you, and please vote "YES" for this Proposal. It is for Your benefit!

Robert D. Morse

/s/

[STAFF REPLY LETTER]

January 22, 2008

Response of the Office of Chief Counsel Division of Corporation Finance
Re: Intel Corporation
Incoming letter dated January 4, 2008
The proposal relates to compensation.

There appears to be some basis for your view that Intel may exclude the proposal under rule 14a-8(h)(3). We note your representation that Intel included the proponent's proposal in its proxy statement for its 2007 annual meeting, but that neither the proponent nor his representative appeared to present the proposal at this meeting. Moreover, the proponent has not stated a "good cause" for the failure to appear. Under the circumstances, we will not recommend enforcement action to the Commission if Intel omits the proposal from its proxy materials in reliance on rule 14a-8(h)(3). This response will also apply to any future submissions to Intel by the same proponent with respect to any shareholder meetings held during calendar year 2008 and calendar year 2009. In reaching this position, we have not found it necessary to address the alternative basis for omission upon which Intel relies.

Sincerely,

/s/

Heather L. Maples
Special Counsel