SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


                          SCHEDULE 13G
                         (Rule 13d-102)


  INFORMATION STATEMENT FILED PURSUANT TO RULES 13d-1 AND 13d-2
            UNDER THE SECURITIES EXCHANGE ACT OF 1934


                        LIQUID AUDIO INC
         -----------------------------------------------
                        (Name of Issuer)


                          COMMON STOCK
         -----------------------------------------------
                 (Title of Class of Securities)


                           53631T 10 2
         -----------------------------------------------
                         (CUSIP Number)

                        December 31, 1999
         -----------------------------------------------
      Date of Event Which Requires Filing of this Statement

Check  the appropriate box to designate the rule pursuant to which
this Schedule is filed:

    Rule 13d-1(b)
    Rule 13d-1(c)
 X  Rule 13d-1(d)

*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 1 of 4 Pages



CUSIP No. 53631T 10 2         13G               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.   CITIZENSHIP OR PLACE OF ORGANIZATION:  DELAWARE

                5.   SOLE VOTING POWER 2,515,065
  NUMBER OF
    SHARES      6.   SHARED VOTING POWER 0
 BENEFICIALLY
OWNED BY EACH   7.   SOLE DISPOSITIVE POWER 2,515,065
  REPORTING
 PERSON WITH    8.   SHARED DISPOSITIVE POWER 0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON: 2,515,065

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
     EXCLUDES CERTAIN SHARES                                  [ ]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
     13.32%

12.  TYPE OF REPORTING PERSON*
     CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!



CUSIP No. 53631T 10 2         13G               Page 3 of 4 Pages


Item 1.   (a)    Name of Issuer: LIQUID AUDIO INC.
          (b)    Address   of   Issuer's   Principal   Executive
                 Offices:
                 810 Winslow Street
                 Redwood City, CA 94063

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
          (e)    CUSIP Number: 53631T 10 2

Item 3.   Inapplicable

Item 4.   Ownership
          (a)    Amount beneficially owned: 2,515,065
          (b)    Percent of class:  13.32%
          (c)    Number of shares as to which such person has:
                 (i)   Sole  power to vote or to direct  to  the
                       vote: 2,515,065
                 (ii)  Shared  power  to vote or to  direct  the
                       vote:  0
                 (iii) Sole  power  to dispose or to direct  the
                       disposition of: 2,515,065
                 (iv)  Shared power to dispose or to direct  the
                       disposition of:  0

Item 5.   Ownership of Five Percent or Less of a Class.
          If  this  statement is being filed to report the  fact
          that  as  of the date hereof the reporting person  has
          ceased  to  be the beneficial owner of more than  five
          percent   of  the  class  of  securities,  check   the
          following [  ].

Item 6.   Inapplicable

Item 7.   Inapplicable

Item 8.   Inapplicable

Item 9.   Inapplicable

Item 10.  Inapplicable



CUSIP No. 53631T 10 2         13G               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.

                                      January 21, 2000
                             -----------------------------------
                                            Date

                                  /s/F. Thomas Dunlap, Jr.
                             -----------------------------------
                                          Signature

                                    F. Thomas Dunlap, Jr.
                             Vice President, General Counsel and
                                          Secretary
                             -----------------------------------
                                         Name/Title