SC 14D1/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
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                                AMENDMENT NO. 1
                                     
                                      TO

                                 SCHEDULE 14D-1
 
                   TENDER OFFER STATEMENT PURSUANT TO SECTION
                14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
 
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                          CHIPS AND TECHNOLOGIES, INC.
                           (NAME OF SUBJECT COMPANY)
 
                               INTEL CORPORATION
                          INTEL ENTERPRISE CORPORATION
                                   (BIDDERS)
 
                    COMMON STOCK, PAR VALUE $0.01 PER SHARE
            (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
                         (TITLE OF CLASS OF SECURITIES)
 
                                   170021109
                     (CUSIP NUMBER OF CLASS OF SECURITIES)
 
                             F. THOMAS DUNLAP, JR.
                 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                               INTEL CORPORATION
                         2200 MISSION COLLEGE BOULEVARD
                         SANTA CLARA, CALIFORNIA 95052
                                  408-765-1125
  (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZING TO RECEIVE NOTICES
                    AND COMMUNICATIONS ON BEHALF OF BIDDER)
 
                                   COPIES TO:
 
                             RICHARD M. RUSSO, ESQ.
                          GIBSON, DUNN & CRUTCHER LLP
                       1801 CALIFORNIA STREET, SUITE 4100
                             DENVER, COLORADO 80121
                                 (303) 298-5700
 
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                                  INTRODUCTION
 
     This Amendment No. 1 dated September 2, 1997 to Tender Offer Statement on
Schedule 14D-1 dated August 1, 1997 (the "Schedule 14D-1") relates to the offer
by Intel Enterprise Corporation, a Delaware corporation ("Purchaser"), and a
wholly owned subsidiary of Intel Corporation, a Delaware corporation ("Intel"),
to purchase all outstanding shares of common stock, par value $0.01 per share
(the "Common Stock"), of Chips and Technologies, Inc., a Delaware corporation
(the "Company"), and the associated Common Stock purchase rights (the "Rights"
and, together with the Common Stock, the "Shares") issued pursuant to the Rights
Agreement dated as of August 23, 1989, between the Company and Bank of America,
NT & SA, at a price of $17.50 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated as
of August 1, 1997 (the "Offer to Purchase"), and the related Letter of
Transmittal (which together constitute the "Offer").
 
     Capitalized terms used and not otherwise defined herein shall have the
meanings given such terms in the Schedule 14D-1.


ITEM 10.  ADDITIONAL INFORMATION

     Item 10 is hereby amended and supplemented by addition of the following
information thereto:

     A copy of Intel's press release announcing that the Offer has been extended
and that the Offer and withdrawal rights will now expire at 8:00 p.m., New York
City time, on Friday October 17, 1997, filed as Exhibit (a)(9) to the Schedule
14D-1 and is incorporated herein by reference.

ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS

     Item 11 is hereby amended and supplemented by addition of the following
exhibit thereto.

     (a)(9) Press release dated August 28, 1997, issued by Intel.


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                                   SIGNATURE
 
     After due inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
 
Dated: September 2, 1997
                                          INTEL ENTERPRISE CORPORATION
 
                                          By /s/  CARY I. KLAFTER
                                             Cary I. Klafter
                                             President
 
                                   SIGNATURE
 
     After due inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
 
Dated: September 2, 1997
                                          INTEL CORPORATION
 
                                          By /s/  F. THOMAS DUNLAP, JR.
                                             F. Thomas Dunlap, Jr.
                                             Vice-President, General Counsel
                                             and Secretary
 
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                                    EXHIBIT INDEX
 


                                                                                     
EXHIBIT                             EXHIBIT INDEX                                   
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(a)(9)        Press release dated August 28, 1997, issued by Intel.

EX-99.(A)(9)

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                                                             Exhibit (a)(9)

CONTACT:  Tom Waldrop  (408) 765-8478 (press)
          Gordon Casey (408 765- 1679 (financial)


                        INTEL CORPORATION EXTENDS OFFER
                        FOR CHIPS AND TECHNOLOGIES, INC.


SANTA CLARA, Calif., August 28, 1997 -- Intel Corporation today announced that
the expiration date of the $17.50 per share all cash tender offer by Intel's
subsidiary, Intel Enterprise Corporation, for all outstanding shares of common
stock of Chips and Technologies, Inc., has been extended until 8 p.m., New York
City time, on October 17, 1997. This extension is the result of the previously
announced Federal Trade Commission request for additional information concerning
the transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

     As of the close of business on August 28, 1997, approximately 14,266,200
shares of common stock of Chips and Technologies, Inc., had been tendered in
the tender offer. This constitutes approximately 64 percent of Chips and
Technologies' shares outstanding as of commencement of the tender offer.

     Intel, the worlds largest chip maker, is also a leading manufacturer of
personal computer, networking, and communications products. Additional
information is available at www.intel.com/pressroom.