UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
SystemSoft Corporation
(Name of Issuer)
Common Stock ($.01 par value)
(Title of Class of Securities)
8871926 10 1
(CUSIP Number)
Check the following box if a fee is being paid with this statement
[] (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item I;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in 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 (however, see the Notes).
<PAGE>
CUSIP NO.871926 10 1 13G PAGE 2 OF 4
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. CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
5. SOLE VOTING POWER
NUMBER OF 2,004,292
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
REPORTING 2,004,292
PERSON WITH 8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,004,292
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* []
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0%
12. TYPE OF REPORTING PERSON
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 871926 10 1 13G PAGE 3 OF 4
Item 1. (a) Name of Issuer: SystemSoft Corporation
(b) Address of Issuer's Principal Executive Offices:
2 Vision Drive
Natick, MA 01760
Item 2. (a) Name of Person Filing: Intel Corporation
(b) Address of Principal Business Office or, if None,
Residence:
2200 Mission College Blvd.
Santa Clara, CA 95052
(c) Citizenship: Delaware
(d) Title of Class of Securities: Common Stock ($.01
par value)
(e) CUSIP Number: 871926 10 1
Item 3. Inapplicable
Item 4. Ownership
(a) Amount beneficially owned: 2,004,292
(b) Percent of class: 8.0% (based on 24,956,913
shares outstanding as of 12/19/96)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct to the
vote: 2,004,292
(ii) Shared power to vote or to direct the
vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 2,004,292
(iv) Shared power to dispose or to direct the
disposition of: 0
Item 5. Inapplicable
Item 6. Inapplicable
Item 7. Inapplicable
Item 8. Inapplicable
Item 9. Inapplicable
Item 10. Inapplicable
<PAGE>
CUSIP NO. 871926 10 1 13G PAGE 4 OF 4
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.
February 6, 1997
Date
/s/F. Thomas Dunlap, Jr.
Signature
F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary
Name/Title
