<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
VLSI TECHNOLOGY, INC.
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
918270-10-9
(CUSIP NUMBER)
F. THOMAS DUNLAP, JR.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
INTEL CORPORATION
2200 MISSION COLLEGE BOULEVARD
SANTA CLARA, CA 95052
TELEPHONE: (408) 765-8080
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
FEBRUARY 3, 1995
(DATE OF EVENT WHICH REQUIRES
FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with this statement. [ ]
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purpose of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 1 of 4 Pages
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CUSIP No. 918270-10-9 13D Page 2 of 4 Pages
______________________________________________________________________________
1. NAME OF REPORTING PERSON Intel Corporation
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-1672743
______________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
______________________________________________________________________________
3. SEC USE ONLY
______________________________________________________________________________
4. SOURCE OF FUNDS Working Capital
______________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
______________________________________________________________________________
<TABLE>
<S> <C> <C>
NUMBER OF 7. SOLE VOTING POWER 3,282,811
SHARES
BENEFICIALLY 8. SHARED VOTING POWER N/A
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 3,282,811
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER N/A
______________________________________________________________________________
</TABLE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 3,282,811
______________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
______________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 8%
______________________________________________________________________________
14. TYPE OF REPORTING PERSON CO
______________________________________________________________________________
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CUSIP No. 918270-10-9 13D Page 3 of 4 Pages
Intel Corporation ("Intel" or the "Reporting Person") hereby amends its
statement on Schedule 13D filed with the Securities and Exchange Commission on
July 8, 1992 (the "Initial Statement") and previously amended on August 25,
1992, August 5, 1994, January 31, 1995 and February 3, 1995 with respect to
the common stock (the "Common Stock") of VLSI Technology, Inc. ("VLSI"
or the "Issuer").
Item 6. Interest in Securities of the Issuer.
(a) Number of Shares Beneficially Owned: 605,207
Right to Acquire: 2,677,604 shares
Percent of Class: 8% (based on 36,151,753 shares of
common stock outstanding as reported
by VLSI in its Form 10-Q for the
quarter ended September 30, 1994)
(b) Sole Power to Vote, Direct the
Vote of, or Dispose of Shares: 605,207 shares
(c) Recent Transactions:
On January 31, 1995, the Reporting Person sold 1,000,000 shares of
Common Stock in an open market broker transaction, at a price of
$12.50 per share. On February 1, 1995, the Reporting Person sold
200,000 shares of Common Stock in open market broker transactions,
at a price of $12.75 per share. On February 2, 1995, the Reporting
Person sold 350,000 shares of Common Stock in open market broker
transactions, at a price of $12.50 per share. On February 3, 1995 the
Reporting Person sold 3,000,000 shares of Common Stock at $12.50
per share and 200,000 shares of Common Stock at $13.125 per
share, in each case, in open market broker transactions.
(d) Rights with Respect to Dividends
or Sales Proceeds: N/A
(e) Date of Cessation of Five Percent
Beneficial Ownership: N/A
[/R]
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CUSIP No. 918270-10-9 13D Page 4 of 4 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated as of February 6, 1995.
INTEL CORPORATION
By /s/ F. THOMAS DUNLAP, JR.
------------------------------
F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary
