SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


                         SCHEDULE 13G/A
                         (Rule 13d-102)


     INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
          TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
             THERETO FILED PURSUANT TO RULE 13d-2(b)
                       (Amendment No. 1)*


               Pacific Century Cyberworks Limited
               -----------------------------------
                        (Name of Issuer)


                         Ordinary Shares
               -----------------------------------
                 (Title of Class of Securities)


                            694059106
               -----------------------------------
                         (CUSIP Number)


                        January 14, 2002
               -----------------------------------
     (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)
 X  Rule 13d-1(c)
    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 (the "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 5 Pages



CUSIP No. 694059106           13G               Page 2 of 5 Pages


1.   NAME OF REPORTING PERSON:                  INTEL CORPORATION
     I.R.S. IDENTIFICATION NO. OF ABOVE                94-1672743
     PERSON:
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:                       -0-
  NUMBER OF
    SHARES      6.   SHARED VOTING POWER:          1,418,048,074*
                                                                *
 BENEFICIALLY
 OWNED BY THE   7.   SOLE DISPOSITIVE POWER:                  -0-
  REPORTING
 PERSON WITH    8.   SHARED DISPOSITIVE POWER:     1,418,048,074*
                                                                *

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE    1,418,048,074*
                                                                *
     REPORTING PERSON:
10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9
     EXCLUDES CERTAIN SHARES*                                [  ]
11.  PERCENT  OF CLASS REPRESENTED BY  AMOUNT  IN           6.20%
     ROW 9:

12.  TYPE OF REPORTING PERSON:*                                CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

** See Item 4 below.



CUSIP No. 694059106           13G               Page 3 of 5 Pages


This  Amendment  No. 1 to Intel Corporation's  Schedule  13G  is
being  made  to  report additional details of  the  transactions
entered  into  among Intel Capital Corporation,  Intel  Pacific,
Inc.  and  Pacific  Century  Regional  Developments  Limited  on
January 14, 2002.

ITEM 1.        Name and Address of Issuer:

               Item 1 is amended as follows:

          (a)  Name   of  Issuer:   Pacific  Century  CyberWorks
               Limited

          (b)  Address of Issuer's Principal Executive Offices:
               c/o 39/F., PCCW Tower, TaiKoo Place
               979 King's Road
               Quarry Bay, Hong Kong

ITEM 4.   Ownership.

          Item 4 is amended as follows:

          (a)  Amount beneficially owned: 1,418,048,074

          (b)  Percent of Class: 6.20%

          (c)  Number of shares as to which such person has:
               (i) Sole power to vote or to direct the vote: -0-
               (ii)  Shared power to vote or to direct the vote:
               1,418,048,074
               (iii)  Sole  power to dispose or  to  direct  the
               disposition of: -0-
               (iv)  Shared  power to dispose or to  direct  the
               disposition of: 1,418,048,074

          Intel Corporation ("Intel") does not directly own  any
          shares of the Issuer.  By reason of the provisions  of
          Rule  13d-3  under  the  Securities  Exchange  Act  as
          amended,  Intel may be deemed to own beneficially  the
          shares  of  the  Issuer  owned beneficially  by  Intel
          Pacific, Inc. ("Intel Pacific") and Intel Capital

          Corporation  ("Intel  Capital"), each  a  wholly-owned
          subsidiary of Intel.  Intel Capital may be  deemed  to
          share  beneficial ownership of 601,109,074  shares  of
          the  Issuer with Pacific Century Regional Developments
          Limited  ("PCRD"), 311,988,000 shares of  which  Intel
          Capital  has  the  right  to acquire  pursuant  to  3%
          secured redeemable exchangeable bonds due 2006 to 2007
          issued   to   Intel  Capital  by  PCRD  ("exchangeable
          bonds").   81,109,074 of such 601,109,074  shares  are
          pledged  by PCRD to Intel Pacific, acting as  security
          trustee,  to  secure  obligations  of  PCRD  to  Intel
          Capital,  and  Intel Pacific may be  deemed  to  share
          beneficial ownership of the pledged shares  with  PCRD
          and Intel Capital.  In addition, Intel Pacific owns or
          has  the  right to acquire 816,939,000 shares  of  the
          Issuer.



CUSIP No. 694059106           13G               Page 4 of 5 Pages


          Since  the date of Intel's initial filing on  Schedule
          13G,  Intel Pacific has sold 42,561,000 shares of  the
          Issuer,  and  has  received  as  security  trustee  an
          additional  59,540,074 shares of the Issuer  in  which
          Intel  Capital and/or Intel Pacific may be  deemed  to
          share beneficial ownership with PCRD.

ITEM 6.   Ownership  of  More  than Five Percent  on  Behalf  of
          Another Person.

          Item 6 is amended as follows:

          Intel  does not directly own any shares of the Issuer.
          By  reason  of the provisions of Rule 13d-3 under  the
          Securities  Exchange  Act as  amended,  Intel  may  be
          deemed  to  own beneficially the shares of the  Issuer
          owned beneficially by Intel Pacific and Intel Capital,
          each   a  wholly-owned  subsidiary  of  Intel.   Intel
          Capital may be deemed to share beneficial ownership of
          601,109,074   shares   of  the   Issuer   with   PCRD,
          representing 2.63% of the 22,868,349,346 shares of the
          Issuer  outstanding as of January 24, 2002.   Pursuant
          to the exchangeable bonds, Intel Capital has the right
          to  acquire  311,988,000 of those 601,109,074  shares.
          81,109,074 of those 601,109,074 shares, representing

          0.35%  of the Issuer's outstanding shares, are pledged
          to  Intel  Pacific,  acting as  security  trustee,  to
          secure  obligations  of PCRD  to  Intel  Capital.   In
          addition,  Intel  Pacific owns or  has  the  right  to
          acquire 816,939,000 shares of the Issuer, representing
          3.57%   of  the  Issuer's  outstanding  shares.    For
          additional information, see the full text of the  Deed
          Poll constituting the exchangeable bonds, attached  as
          Exhibit  12 to Amendment No. 3 to Schedule  13D  filed
          with the Securities and Exchange Commission on January
          15, 2002, by Richard Li Tzar Kai and others.

          To  the  best  knowledge of the Reporting  Person,  no
          person other than Intel Pacific and Intel Capital  has
          the  right  to  receive or the  power  to  direct  the
          receipt  of dividends from, or the proceeds  from  the
          sale  of,  the  shares reported in this Schedule  13G,
          except   that  pursuant  to  the  Securities   Lending
          Agreement (the "Securities Lending Agreement"),  dated
          January  14, 2002 between PCRD and Intel Capital,  and
          the   Share   Charge  Agreement  (the  "Share   Charge
          Agreement"), dated January 14, 2002 between  PCRD  and
          Intel  Pacific, (i) PCRD only has the right to receive
          or  the power to direct the receipt of dividends  from
          shares  lent  to Intel Capital that are not  in  Intel
          Capital's possession to the extent that Intel  Capital
          receives  such dividends and (ii) PCRD does  not  have
          the  right  to  receive or the  power  to  direct  the
          receipt  of proceeds from the sale of shares  lent  to
          Intel  Capital or pledged to Intel Pacific until  such
          shares  have  been returned to PCRD.   For  additional
          information,  see  the  full text  of  the  Securities
          Lending  Agreement  and  the Share  Charge  Agreement,
          attached  as  Exhibits  13 and  15,  respectively,  to
          Amendment  No.  3  to  Schedule  13D  filed  with  the
          Securities  and  Exchange Commission  on  January  15,
          2002, by Richard Li Tzar Kai and others.


CUSIP No. 694059106           13G               Page 5 of 5 Pages


ITEM 10.  Certifications.

          By  signing  below I certify that, to the best  of  my
          knowledge and belief, the securities referred to above
          were not acquired and are not held for the purpose of,
          or  with  the  effect of changing or  influencing  the
          control  of the issuer of the securities and were  not
          acquired and are not held in connection with or  as  a
          participant in any transaction having that purpose  or
          effect.

                             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 20, 2002

                               INTEL CORPORATION


                               By:   /s/ F. Thomas Dunlap, Jr.
                                     ----------------------------
                                     F. Thomas Dunlap, Jr.
                                     Senior Vice President,
                                     General Counsel and
                                     Secretary