Statement of Commissioner Orson Swindle

                     in the Matter of Intel Corporation

                              Docket No. 9288

   Shortly after the Commission accepted the consent agreement in this
   matter, I released a statement outlining my concerns about the case
   and asking for public comments addressing certain issues. My statement
   invited views and information on three basic questions. Unfortunately,
   the handful of public comments on the proposed settlement did not
   address these queries in any meaningful way.

   In a nutshell, my previous statement posed these questions:

          (1) Notwithstanding its extremely large share of an alleged
          market for general-purpose microprocessor sales, does Intel
          genuinely possess monopoly power in that market?
          (2) Even if one were to assume that Intel has the monopoly
          power claimed by the complaint, does the information available
          provide reason to believe that Intel's alleged abuse of that
          power entrenched Intel's monopoly position in
          current-generation microprocessors and diminished the
          incentives of firms commercially dependent on Intel to develop
          innovations relating to microprocessor technology? Is the
          result of this likely to be a reduction in "competition to
          develop new microprocessor technology and future generations of
          microprocessor products"?

          (3) Will the proposed order against Intel present the
          Commission with significant noncompliance and enforcement
          problems because the order's prohibitions turn on whether Intel
          takes certain actions "for reasons related to" or "base(d) . .
          . upon the existence of" an intellectual property dispute --
          criteria that, as I pointed out, could "enmesh the Commission
          in expensive, and perhaps intractable, enforcement
          proceedings"?

   I am unable to vote in favor of the consent order because I continue
   to lack reason to believe that Intel's actions against Digital,
   Intergraph, and Compaq would have adversely affected competition and
   innovation in the ways charged in the complaint.

   My concerns with regard to the first and third issues listed above
   have diminished to some extent. As to the allegation of monopoly
   power, some of the factors that once appeared to threaten Intel's
   hegemony have ebbed in recent months, and there is less reason to
   think that Intel's large market share overstates its power in

                 Statement of Chairman Robert Pitofsky and
                    Commissioners Sheila F. Anthony and
                            Mozelle W. Thompson

                     in The Matter of Intel Corporation

                              Docket No. 9288

   Today, the Commission accepts the proposed settlement in this matter
   without modification. Our colleague, Commissioner Swindle, remains
   unpersuaded "that the conduct at issue in this case demonstrably
   threatened to harm the consuming public" because he "cannot accept
   that it could appreciably affect - much less stem - the immense tide
   of invention and improvement that continuously drives this industry."
   We respectfully disagree with Commissioner Swindle for two simple yet
   fundamental reasons.

   First, we continue to have reason to believe that Intel, which the
   majority has reason to believe is a monopolist, engaged in "conduct,
   other than competition on the merits or restraints reasonably
   'necessary' to competition on the merits, that reasonably appear(s)
   capable of making a significant contribution to creating or
   maintaining monopoly power." Barry Wright Corp. v. ITT Grinnell Corp.,
   724 F.2d 227, 230 (1^st Cir. 1983) (Breyer, J.) (quoting III P. Areeda
   & D. Turner, Antitrust Law ¶ 626 at 83 (1978)). Nothing in the public
   comments submitted to the Commission leads us to depart from our
   initial judgment.

   Second, requiring "demonstrable" harm to competition after pretrial
   settlement has no legal basis because it has no practical basis.
   Settlement of the case necessarily prevents us from making any final
   judgment about the actual evidence of harm to competition from Intel's
   conduct.

                          UNITED STATES OF AMERICA
                      BEFORE FEDERAL TRADE COMMISSION

   COMMISSIONERS:

     Robert Pitofsky, Chairman

   Sheila F. Anthony

   Mozelle W. Thompson

   Orson Swindle

                              DOCKET NO. 9288
                             DECISION AND ORDER

   The Commission having heretofore issued its complaint charging the
   respondent named in the caption hereof with violations of Section 5 of
   the Federal Trade Commission Act, as amended, 15 U.S.C. § 45, and the
   respondent having been served with a copy of that complaint, together
   with a notice of contemplated relief; and

   The respondent, its attorneys, and counsel for the Commission having
   thereafter executed an agreement containing a consent Order, an
   admission by respondent of all the jurisdictional facts set forth in
   the complaint, a statement that the signing of said agreement is for
   settlement purposes only and does not constitute an admission by
   respondent that the law has been violated as alleged in such
   complaint, or that the facts as alleged in such complaint, other than
   jurisdictional facts, are true and waivers and other provisions as
   required by the Commission's Rules; and

   The Secretary of the Commission having thereafter withdrawn this
   matter from adjudication in accordance with § 3.25(c) of its Rules;
   and

   The Commission having considered the matter and having thereupon
   accepted the executed consent agreement and placed such agreement on
   the public record for a period of sixty (60) days, and having duly
   considered the comments filed thereafter by interested persons
   pursuant to § 3.25(f) of its Rules, now in further conformity with the
   procedure prescribed in § 3.25(f) of its Rules, the Commission hereby
   makes the following jurisdictional findings and enters the following
   Order:

   1. Respondent Intel Corporation is a corporation organized, existing
   and doing business under and by virtue of the laws of the State of
   Delaware with its office and principal place of business located at

                          UNITED STATES OF AMERICA
                      BEFORE FEDERAL TRADE COMMISSION

                              In the Matter of
                     INTEL CORPORATION, a corporation.

                              DOCKET NO. 9288

                     AGREEMENT CONTAINING CONSENT ORDER

   The Agreement herein, by and between Intel Corporation, a corporation,
   by its duly authorized officer, herein sometimes referred to as
   respondent, and its attorney, and counsel for the Federal Trade
   Commission, is entered into in accordance with the Commission's Rule
   governing consent order procedures. In accordance therewith the
   parties hereby agree that:

   1. Respondent Intel Corporation is a corporation organized, existing
   and doing business under and by virtue of the laws of the State of
   Delaware with its office and principal place of business located at
   Mission College Boulevard, Santa Clara, California 95052.

   2. Respondent has been served with a copy of the complaint issued by
   the Federal Trade Commission charging it with violation of section 5
   of the Federal Trade Commission Act, 15 U.S.C. § 45, and has filed
   answers to said complaint denying said charge.

   3. Respondent admits all the jurisdictional facts set forth in
   Paragraphs 1 and 3 of the Commission's complaint in this proceeding.

   4. Respondent waives:

          a. any further procedural steps;

          b. the requirement that the Commission's Decision contain a
          statement of findings of fact and conclusions of law;

          c. all rights to seek judicial review or otherwise to challenge
          or contest the validity of the order entered pursuant to this
          Agreement; and

          d. any claim under the Equal Access to Justice Act.

   5. Respondent shall submit, within thirty (30) days of the date this
   agreement is signed by Respondent, an initial report, pursuant to
   § 2.33 of the Commission's Rules, signed by the Respondent, setting
   forth in detail the manner in which the Respondent will comply with
   the Order when and if entered. Such report will not become part of the

                            Analysis of Proposed
                    Consent Order to Aid Public Comment
     _________________________________________________________________

   The Federal Trade Commission has accepted for public comment an
   Agreement Containing Consent Order with Intel Corporation ("Intel") to
   resolve the matters charged in an administrative Complaint issued by
   the Commission on June 8, 1998. The Agreement has been placed on the
   public record for sixty (60) days for receipt of comments from
   interested members of the public. The Agreement is for settlement
   purposes only and does not constitute an admission by Intel that the
   law has been violated as alleged in the Complaint or that the facts
   alleged in the Complaint, other than jurisdictional facts, are true.

   I. The Complaint

   The Complaint alleges that Intel has monopoly power in the worldwide
   market for general purpose microprocessors. According to the
   Complaint, Intel's market dominance is reflected in a market share
   approximating 80 percent of dollar sales, together with high entry
   barriers including large sunk costs of design and manufacture,
   substantial economies of scale, customers' investments in existing
   software, the need to attract support from software developers, and
   reputational barriers.

   The Complaint alleges that Intel sought to maintain its dominance by,
   among other things, denying advance technical information and product
   samples of microprocessors to Intel customers ("original equipment
   manufacturers" or "OEMs") and threatening to withhold product from
   those OEMs as a means of coercing those customers into licensing their
   patented innovations to Intel.

   A microprocessor is an integrated circuit that serves as the central
   processing unit (or CPU) of computer systems. Microprocessors are
   sometimes described as the "brains" of computers because they perform
   the major data processing functions essential to computer systems.
   Advance technical information about new microprocessor products is
   essential to Intel's OEM customers, who design, develop, manufacture,
   and sell computer system products such as servers, workstations, and
   desktop and mobile personal computers. Computer design and development
   require the effective integration of multiple complex microelectronics
   components (including microprocessors, memory components, core logic
   chips, graphics controllers, and various input and output devices)
   into a coherent system. To achieve such system integration, a computer
   OEM requires product specifications and other technical information
   about each component, such as the electrical, mechanical, and thermal
   characteristics of the microprocessor. OEMs also need advance product
   samples, errata, and related technical assistance in order to perform

                          UNITED STATES OF AMERICA
                      BEFORE FEDERAL TRADE COMMISSION

   COMMISSIONERS:
          Robert Pitofsky, Chairman
          Sheila F. Anthony
          Mozelle W. Thompson
          Orson Swindle

                              In the Matter of

                     INTEL CORPORATION, a corporation.

                              DOCKET NO. 9288

                                 COMPLAINT

   Pursuant to the provisions of the Federal Trade Commission Act, and by
   virtue of the authority vested in it by said Act, the Federal Trade
   Commission, having reason to believe that Intel Corporation ("Intel")
   has engaged in a pattern of conduct, as described herein, that
   violates Section 5 of the Federal Trade Commission Act, as amended, 15
   U.S.C. § 45, and it appearing to the Commission that a proceeding in
   respect thereof would be in the public interest, hereby issues its
   complaint, stating its charges as follows:

   A. The Respondent

   1. Intel Corporation ("Intel") is a corporation organized, existing,
   and doing business under and by virtue of the laws of the State of
   Delaware, with its office and principal place of business located at
   2200 Mission College Boulevard, Santa Clara, California 95052. For the
   fiscal year ended December 31, 1997, Intel reported revenues of
   approximately $25 billion and profits of approximately $6.9 billion.

   2. Intel designs, develops, manufactures, markets, and sells a variety
   of semiconductor products, including microprocessor devices. A
   microprocessor is the central processing unit of a computer system.
   Often described as the "brains" of a computer system, the
   microprocessor serves the essential functions of processing system
   data and controlling other devices integral to the system. Intel's
   microprocessor products include a family of devices that are marketed
   and sold under the trade names Pentium, Pentium with MMX, Pentium Pro,
   and Pentium II (the "Pentium microprocessors").

   3. At all times relevant herein, Intel has been, and is now, a
   corporation as "corporation" is defined in Section 4 of the Federal
   Trade Commission Act, 15 U.S.C. § 44; and at all times relevant