INTEL CORP
SC 13D/A, 1997-12-09
SEMICONDUCTORS & RELATED DEVICES
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                         SCHEDULE 13D/A
                                
            Under the Securities Exchange Act of 1934
                        (Amendment No. 2)
                                
                       RADISYS CORPORATION
                        (Name of Issuer)
                                
                          Common Stock
                 (Title of Class of Securities)
                                
                           750459-10-9
                         (CUSIP Number)
                                
                        F. Thomas Dunlap
          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)
                                
                        December 5, 1997
                  (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 [  ].

The  information  required on the remainder of  this  cover  page
shall  not be deemed to be "filed" for the 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.

                          Page 1 of 10
                                




<PAGE>                   Schedule 13D/A        Page 2 of 10 Pages



1.   NAME OF REPORTING PERSON                  Intel Corporation
     S.S.  OR  I.R.S. IDENTIFICATION  NO.  OF  94-1672743
     ABOVE PERSON
                                               
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF          (a) [   ]
     A GROUP                                           (b) [   ]
                                               
3.   SEC USE ONLY                              
                                               
4.   SOURCE OF FUNDS                           N/A
                                               
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
                                               
  NUMBER OF   7.     SOLE VOTING POWER         1,236,167
   SHARES                                      
BENEFICIALLY  8.     SHARED VOTING POWER       N/A
  OWNED BY                                     
    EACH      9.     SOLE DISPOSITIVE POWER    1,236,167
  REPORTING                                    
 PERSON WITH  10.    SHARED DISPOSITIVE POWER  N/A
                                               
11.  AGGREGATE AMOUNT BENEFICIALLY  OWNED  BY  1,236,167
     EACH REPORTING PERSON
                                               
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW               [   ]
     (11) EXCLUDES CERTAIN SHARES
                                               
13.  PERCENT  OF CLASS REPRESENTED BY  AMOUNT               15.7%
     IN ROW (11)
                                               
14.  TYPE OF REPORTING PERSON                                  CO

<PAGE>                   Schedule 13D/A        Page 3 of 10 Pages

Item 1.   Security and Issuer.
                 
          (a)    Name and Address of Principal Executive Offices
                 of Issuer:
                 RadiSys Corporation
                 5445 N.E. Dawson Creek Drive
                 Hillsboro, OR 97124
                 
          (b)    Title of Class of Equity  
                 Securities:               Common Stock
                 
Item 2.   Identity and Background.
                 
          (a)    Name of Person Filing:    Intel Corporation
                 
                                           The executive
                                           officers and
                                           directors of Intel
                                           Corporation are set
                                           forth on Appendix A
                                           hereto.
                                           
          (b)    Principal Business:       Manufacturer of
                                           microcomputer
                                           components, modules
                                           and systems
                 
          (c)    Address of Principal Business and Principal
                 Office:
                 
                 2200 Mission College Boulevard
                 Santa Clara, CA 95052-8119
                 
          (d)    Criminal Proceedings:
                 
                 During the last five years neither the
                 Reporting Person nor any officer or director of
                 the Reporting Person has been convicted in any
                 criminal proceeding.
                 
          (e)    Civil Proceedings:
                 
                 During the last five years neither the
                 Reporting Person nor any officer or director of
                 the Reporting Person has been party to any
                 civil proceeding of a judicial or
                 administrative body of competent jurisdiction
                 as a result of which such person would have
                 been subject to any judgment, decree or final
                 order enjoining future violations of or
                 prohibiting or mandating activities subject to
                 Federal or State securities laws or finding any
                 violation with respect to such laws.
                 
          (f)    State of Incorporation:   Delaware
          
<PAGE>                   Schedule 13D/A        Page 4 of 10 Pages
          
Item 5.   Interest in Securities of the Issuer.
                 
          (a)    Number of Shares        
                 Beneficially Owned:     1,236,167 shares
                                         
                 Right to Acquire:       0 shares
                                         
                 Percent of Class:       15.7% (based upon
                                         7,872,639 shares of
                                         Common Stock
                                         outstanding)

          (b)    Sole Power to Vote,     
                 Dispose of or Direct    
                 the Vote or Disposition 
                 of Shares:              1,236,167 shares
                                         
          (c)    Recent Transactions:
                 
                 On  December 5, 1997, the Reporting Person sold
                 230,500 shares of the Issuer's Common Stock  in
                 an  open  market  transaction  at  a  price  of
                 $42.875 per share.
                 
          (d)    Rights with Respect to Dividends or     N/A
                 Sales Proceeds:
                                                         
          (e)    Date of Cessation of Five Percent       N/A
                 Beneficial Ownership:
                 
                                                                 
                            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: December 8, 1997.         
                                 
                                 INTEL CORPORATION
                                 
                                 By: /s/F. Thomas Dunlap, Jr.
                                     F. Thomas Dunlap, Jr.
                                     Vice President, General
                                     Counsel and Secretary
                                 


<PAGE>                   Schedule 13D/A        Page 5 of 10 Pages

                           APPENDIX A
                                
                            DIRECTORS
                                
The following is a list of all Directors of Intel Corporation and
certain other information with respect to each Director:

Name:             Craig R. Barrett
                  
Business          2200  Mission  College Boulevard, Santa  Clara,
Address:          CA 95052
                  
Principal         President and Chief Operating Officer of  Intel
Occupation:       Corporation
                  
Name, principal   Intel    Corporation,   a    manufacturer    of
business and      microcomputer components, modules and systems.
address of        2200 Mission College Boulevard
corporation or    Santa Clara, CA 95052
other
organization in
which employment
is conducted:
                  
                  
Name:             John Browne
                  
Business          The  British Petroleum Company plc,  Britannic
Address:          House, 1 Finsbury Circus, London EC2M 7BA
                  
Principal         Group Chief Executive
Occupation:
                  
Name, principal   The   British   Petroleum  Company   plc,   an
business and      integrated oil company.
address of        Britannic House, 1 Finsbury Circus
corporation or    London EC2M 7BA
other
organization in
which employment
is conducted:
                  
<PAGE>                   Schedule 13D/A        Page 6 of 10 Pages
                  
Name:             Winston H. Chen
                  
Business          Paramitas  Foundation,  3945  Freedom  Circle,
Address:          Suite 760, Santa Clara, CA 95054
                  
Principal         Chairman of Paramitas Foundation
Occupation:
                  
Name, principal   Paramitas Foundation, a charitable foundation.
business and      3945 Freedom Circle, Suite 760
address of        Santa Clara, CA 95054
corporation or
other
organization in
which employment
is conducted:
                  
                  
Name:             Andrew S. Grove
                  
Business          2200  Mission College Boulevard, Santa  Clara,
Address:          CA 95052
                  
Principal         Chairman  of the Board of Directors and  Chief
Occupation:       Executive Officer of Intel Corporation
                  
Name, principal   Intel    Corporation,   a   manufacturer    of
business and      microcomputer components, modules and systems.
address of        2200 Mission College Boulevard
corporation or    Santa Clara, CA 95052
other
organization in
which employment
is conducted:
                  
                  
Name:             D. James Guzy
                  
Business          1340 Arbor Road, Menlo Park, CA 94025
Address:
                  
Principal         Chairman of The Arbor Company
Occupation:
                  
Name, principal   The   Arbor  Company,  a  limited  partnership
business and      engaged   in  the  electronics  and   computer
address of        industry.
corporation or    1340 Arbor Road
other             Menlo Park, CA 94025
organization in
which employment
is conducted:
                  
<PAGE>                   Schedule 13D/A        Page 7 of 10 Pages
                  
Name:             Gordon E. Moore
                  
Business          2200  Mission College Boulevard, Santa  Clara,
Address:          CA 95052
                  
Principal         Chairman  Emeritus  of  the  Board  of   Intel
Occupation:       Corporation
                  
Name, principal   Intel    Corporation,   a   manufacturer    of
business and      microcomputer components, modules and systems.
address of        2200 Mission College Boulevard
corporation or    Santa Clara, CA 95052
other
organization in
which employment
is conducted:
                  
                  
Name:             Arthur Rock
                  
Business          One Maritime Plaza, Suite 1220, San Francisco,
Address:          CA 94111
                  
Principal         Venture Capitalist
Occupation:
                  
Name, principal   Arthur  Rock  and  Company, a venture  capital
business and      firm.
address of        One Maritime Plaza, Suite 1220
corporation or    San Francisco, CA 94111
other
organization in
which employment
is conducted:


Name:             Jane E. Shaw
                  
Business          c/o  Intel  Corporation, 2200 Mission  College
Address:          Boulevard, Santa Clara, CA 95052
                  
Principal         Founder    of    The   Stable    Network,    a
Occupation:       biopharmaceutical consulting company
                  
Name, principal   c/o Intel Corporation
business and      2200 Mission College Boulevard
address of        Santa Clara, CA 95052
corporation or
other
organization in
which employment
is conducted:
                  
<PAGE>                   Schedule 13D/A        Page 8 of 10 Pages
                  
Name:             Leslie L. Vadasz
                  
Business          2200  Mission College Boulevard, Santa  Clara,
Address:          CA 95052
                  
Principal         Senior  Vice  President,  Director,  Corporate
Occupation:       Business Development, Intel Corporation
                  
Name, principal   Intel    Corporation,   a   manufacturer    of
business and      microcomputer components, modules and systems.
address of        2200 Mission College Boulevard
corporation or    Santa Clara, CA 95052
other
organization in
which employment
is conducted:
                  
                  
Name:             David B. Yoffie
                  
Business          Harvard Business School, Soldiers Field Park 1-
Address:          411, Boston, MA 92163
                  
Principal         Max and Doris Starr Professor of International
Occupation:       Business Administration
                  
Name, principal   Harvard   Business  School,   an   educational
business and      institution.
address of        Harvard Business School
corporation or    Soldiers Field Park 1-411
other             Boston, MA 92163
organization in
which employment
is conducted:
                  
                  
Name:             Charles E. Young
                  
Business          10920 Wilshire Blvd., Suite 1835, Los Angeles,
Address:          CA 90024
                  
Principal         Chancellor Emeritus
Occupation:
                  
Name, principal   University  of California at Los  Angeles,  an
business and      educational institution.
address of        10920 Wilshire Blvd., Suite 1835
corporation or    Los Angeles, CA 90024
other
organization in
which employment
is conducted:

<PAGE>                   Schedule 13D/A        Page 9 of 10 Pages

                       EXECUTIVE OFFICERS
                                
The  following  is  a  list of all executive  officers  of  Intel
Corporation excluding executive officers who are also  directors.
Unless  otherwise indicated, each officer's business  address  is
2200  Mission  College Boulevard, Santa Clara, California  95052-
8119, which address is Intel Corporation's business address.

Name:       Frank C. Gill
Title:      Executive  Vice  President,  General  Manager,  Small
            Business and Networking Group
Address:    5200  N.E.  Elam Young Parkway, Hillsboro, OR  97124-
            6497
            
Name:       Paul S. Otellini
Title:      Executive   Vice  President,  Director,   Sales   and
            Marketing Group
            
Name:       Gerhard H. Parker
Title:      Executive Vice President, General Manager, Technology
            and Manufacturing Group
            
Name:       Ronald J. Whittier
Title:      Senior Vice President, General Manager, Content Group
            
Name:       Albert Y. C. Yu
Title:      Senior     Vice    President,    General     Manager,
            Microprocessor Products Group
            
Name:       Michael A. Aymar
Title:      Vice  President,  General Manager, Consumer  Products
            Group
            
Name:       Andy D. Bryant
Title:      Vice President and Chief Financial Officer
            
Name:       Dennis L. Carter
Title:      Vice President, Director, Sales and Marketing Group
            
Name:       F. Thomas Dunlap, Jr.
Title:      Vice President, General Counsel and Secretary
            
Name:       Patrick P. Gelsinger
Title:      Vice  President,  General Manager, Business  Platform
            Group
Address:    5200  N.E.  Elam Young Parkway, Hillsboro, OR  97124-
            6497
            
Name:       John H. F. Miner
Title:      Vice  President,  General Manager, Enterprise  Server
            Group
Address:    5200  N.E.  Elam Young Parkway, Hillsboro, OR  97124-
            6497
            
<PAGE>                   Schedule 13D/A       Page 10 of 10 Pages
            
Name:       Stephen P. Nachtsheim
Title:      Vice   President,  General  Manager,  Mobile/Handheld
            Products Group
            
Name:       Ronald J. Smith
Title:      Vice    President,    General   Manager,    Computing
            Enhancement Group
            
Name:       Arvind Sodhani
Title:      Vice President, Treasurer
            
Name:       Michael R. Splinter
Title:      Vice President, Assistant General Manager, Technology
            and Manufacturing
            Group









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