THIRD RESTATED CERTIFICATE OF INCORPORATION
 
                               OF
 
                        INTEL CORPORATION
 
 
INTEL CORPORATION, a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:
 
  FIRST:  The name of the corporation is Intel Corporation.
 
  SECOND:  The original Certificate of Incorporation of the
corporation was filed with the Secretary of State of Delaware on
March 1, 1989, and the original name of the corporation was Intel
Delaware Corporation.  The first Restated Certificate of
Incorporation of the corporation was filed with the Secretary of
State of Delaware on May 11, 1993.  The second Restated
Certificate of Incorporation of the corporation was filed with
the Secretary of State of Delaware on March 13, 2003.
 
  THIRD:  Pursuant to Section 245 of the General Corporation Law
of the State of Delaware, the provisions of the Certificate of
Incorporation as heretofore amended and supplemented are hereby
restated and integrated into the single instrument which is
hereinafter set forth, and which is entitled "Third Restated
Certificate of Incorporation of Intel Corporation," without
further amendment and without any discrepancy between the
provisions of the Certificate of Incorporation as heretofore
amended and supplemented and the provisions of such single
instrument as hereinafter set forth.
 
  FOURTH:  The Board of Directors of the corporation has duly
adopted this Third Restated Certificate of Incorporation pursuant
to the provisions of Section 245 of the General Corporation Law
of the State of Delaware in the form set forth as follows:
 
1.   The name of the Corporation is Intel Corporation.
 
2.   The address of its registered office in the State of
     Delaware is 1209 Orange Street, in the City of Wilmington,
     19801, County of New Castle.  The name of its registered
     agent at such address is The Corporation Trust Company.
 
3.   The nature of the business of the Corporation and the
     objects or purposes to be transacted, promoted or carried on
     by it are as follows: To engage in any lawful act or
     activity for which corporations may be organized under the
     General Corporation Law of the State of Delaware.
 
4.   The total number of shares of all classes of stock that the
     Corporation is authorized to issue is ten billion fifty
     million (10,050,000,000) consisting of ten billion
     (10,000,000,000) shares of Common Stock with a par value of
     one-tenth of one cent ($.001) per share and fifty million
     (50,000,000) shares of Preferred Stock with a par value of
     one-tenth of one cent ($.001) per share.  The Preferred
     Stock may be issued in one or more series, and the Board of
     Directors of the Corporation is expressly authorized (i) to
     fix the descriptions, powers, preferences, rights,
     qualifications, limitations, and restrictions with respect
     to any series of Preferred Stock and (ii) to specify the
     number of shares of any series of Preferred Stock.
 
5.   The Board of Directors is expressly authorized to make,
     alter, or repeal the bylaws of the Corporation.
 
6.   Elections of directors need not be by written ballot unless
     the bylaws of the Corporation shall so provide.
 
7.   The Corporation reserves the right to amend, alter, change
     or repeal any provision contained in this Third Restated
     Certificate of Incorporation, in the manner now or hereafter
     prescribed by statute, and all rights conferred upon
     stockholders herein are granted subject to this
     reservation.
 
<PAGE>
 
8.   To the fullest extent permitted by Delaware statutory or
     decisional law, as amended or interpreted, no director of
     this Corporation shall be personally liable to the
     Corporation or its stockholders for monetary damages for
     breach of fiduciary duty as a director.  This Article 8 does
     not affect the availability of equitable remedies for breach
     of fiduciary duties.  Any repeal or modification of the
     provisions of this Article 8 by the stockholders of the
     Corporation shall not adversely affect any right or
     protection of any director existing at the time of such
     repeal or modification.
 
9.   Any action required or permitted to be taken by the
     stockholders of the Corporation must be effected at a duly
     called annual or special meeting of stockholders of the
     Corporation and may not be effected by any consent in
     writing by the stockholders.
 
     IN WITNESS WHEREOF, Intel Corporation has caused this
certificate to be signed by its Senior Vice President and General
Counsel and attested by its Corporate Secretary this 15th day of
May, 2006.
 
                                        By: /s/ D. Bruce Sewell
                                            Senior Vice President
                                          and General Counsel
 
 
 
Attest: /s/ Cary I. Klafter
        Corporate Secretary

 

 

[As Filed: 05-22-2006]