SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                          SCHEDULE 13D
                         (Rule 13d-101)

     INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
             TO RULE 13d-1(a) AND AMENDMENTS THERETO
                 FILED PURSUANT TO RULE 13d-2(a)
                         (Amendment 1)*

                           ESOFT, INC.
          --------------------------------------------
                        (Name of Issuer)

                          Common Stock
          --------------------------------------------
                 (Title of Class of Securities)

                            296904105
          --------------------------------------------
                         (CUSIP Number)

                        F. Thomas Dunlap
      Senior 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)

                         October 5, 2001
          --------------------------------------------
     (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 that is  the  subject  of  this
Schedule  13D, and is filing this schedule because of  Rule  13d-
1 (e), 13d-1 (f) or 13d-1 (g), check the following box [  ].

*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 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 (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 10 Pages



CUSIP NO. 296904105       Schedule 13D         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 GROUP**    (a)[ ]
                                                           (b)[ ]
3.   SEC USE ONLY

4.   SOURCE OF FUNDS**                                         WC

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

                7.   SOLE VOTING POWER:                       -0-
  NUMBER OF
    SHARES      8.   SHARED VOTING POWER:                     N/A
 BENEFICIALLY
OWNED BY EACH   9.   SOLE DISPOSITIVE POWER:                  -0-
  REPORTING
 PERSON WITH    10.  SHARED DISPOSITIVE POWER:                N/A

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON:                                        -0-
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES**                                [ ]
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW             0%
     (11):
14.  TYPE OF REPORTING PERSON:                                 CO


CUSIP NO. 296904105       Schedule 13D         Page 3 of 10 Pages


Intel  Corporation  ("Intel" or the "Reporting  Person")  hereby
amends its statement on Schedule 13D, and the cover page thereto
filed  with the Securities and Exchange Commission (the  "13D"),
with  respect to the common stock (the "Common Stock") of eSoft,
Inc.  ("eSoft"  or  the "Issuer").  This Amendment  is  made  to
report the sale of shares of eSoft Common Stock.

ITEM 2.   Identity and Background.

          (a)    Name of Person Filing:

                 Intel Corporation (the "Reporting Person")

          (b)    Address of Principal Business Office:

                 2200 Mission College Boulevard
                 Santa Clara, CA 95052-8119

          (c)    Principal Business:

                 Manufacturer   of   microcomputer   components,
                 modules and systems.

          (d)    Criminal Proceedings:

                 During   the  last  five  years,  neither   the
                 Reporting  Person nor any executive 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 executive 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  was  or  is
                 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)    Place of Organization:

                 Delaware

          Attached  hereto as Appendix A is information required
          by  this Item 2 with respect to the executive officers
          and  directors  of  the Reporting  Person.   All  such
          individuals  are  U.S. citizens, except  as  otherwise
          indicated on Appendix A.



CUSIP NO. 296904105       Schedule 13D         Page 4 of 10 Pages


ITEM 5.   Interest in Securities of the Issuer.

          The  information  contained in Item 4 is  incorporated
          herein by this reference.

          (a)    Number of Shares           -0-
                 Beneficially Owned:

                 Right to Acquire:          -0-

                 Percent of Class:  0% based on an outstanding
                 share amount of 15,748,397 shares as reported
                 in eSoft 10-QSB filed 8/13/01.

          (b)    Sole Power to Vote, Direct
                 the Vote of, or Dispose of   -0-
                 Shares:

          (c)    Recent  Transactions: On August  13,  2001  the
                 Reporting  person sold 50,000 shares of  Common
                 Stock  in  an open market transaction at  $1.02
                 per  share;  On or about August  15,  2001  the
                 Reporting  person sold 2,000 shares  of  Common
                 Stock  in  an open market transaction at  $1.05
                 per  share;  On or about August  16,  2001  the
                 Reporting  person sold 6,250 shares  of  Common
                 Stock  in  an open market transaction at  $1.00
                 per  share;  On or about August  17,  2001  the
                 Reporting  person sold 10,000 shares of  Common
                 Stock  in  an open market transaction at  $1.00
                 per  share;  On or about August  17,  2001  the
                 Reporting  person sold 50,000 shares of  Common
                 Stock  in  an open market transaction at  $0.98
                 per  share; On or about September 7,  2001  the
                 Reporting  person sold 42,813 shares of  Common
                 Stock  in  an open market transaction at  $1.02
                 per  share;  On or about October  5,  2001  the
                 Reporting person sold 266,403 shares of  Common
                 Stock  in  a private transaction at  $1.00  per
                 share.

          (d)    Rights with Respect to Dividends or Sales
                 Proceeds:  N/A

          (e)    Date of Cessation of Five Percent Beneficial
                 Ownership:  On or before 12/13/99; The increase
                 in eSoft's outstanding shares caused a decrease
                 in Reporting person's beneficial ownership to
                 below 5%.



CUSIP NO. 296904105       Schedule 13D         Page 5 of 10 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.

Dated as of October 15, 2001

                                 INTEL CORPORATION


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



CUSIP NO. 296904105       Schedule 13D         Page 6 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.   All
Directors are United States citizens except as indicated below.

Name:             Craig R. Barrett

Business          Intel Corporation, 2200 Mission College
Address:          Boulevard, Santa Clara, CA 95052

Principal         President and Chief Executive Officer
Occupation:

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          BP Amoco p.l.c., Britannic House, 1 Finsbury
Address:          Circus, London EC2M 7BA

Principal         Group Chief Executive
Occupation:

Name, principal   BP Amoco p.l.c., an integrated oil company.
business and      Britannic House, 1 Finsbury Circus
address of        London EC2M 7BA
corporation or
other
organization in
which employment
is conducted:

Citizenship:      British




CUSIP NO. 296904105       Schedule 13D         Page 7 of 10 Pages



Name:             Winston H. Chen

Business          Paramitas Foundation, 3945 Freedom Circle,
Address:          Suite 760, Santa Clara, CA 95054

Principal         Chairman
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          Intel Corporation, 2200 Mission College
Address:          Boulevard, Santa Clara, CA 95052

Principal         Chairman of the Board of Directors
Occupation:

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          The Arbor Company, 1340 Arbor Road, Menlo
Address:          Park, CA 94025

Principal         Chairman
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:




CUSIP NO. 296904105       Schedule 13D         Page 8 of 10 Pages



Name:             Reed E. Hundt

Business          McKinsey & Company, 600 14th Street NW, #300,
Address:          Washington, DC 20005

Principal         Senior Advisor
Occupation:

Name, principal   McKinsey & Company, a management consulting
business and      firm
address of        600 14th Street NW, #300
corporation or    Washington, DC 20005
other
organization in
which employment
is conducted:


Name:             David S. Pottruck

Business          The Charles Schwab Corporation, 101 Montgomery
Address:          Street, San Francisco, CA 94104

Principal         President and Co-Chief Executive Officer
Occupation:

Name, principal   The Charles Schwab Corporation, a securities
business and      brokerage firm
address of        101 Montgomery Street
corporation or    San Francisco, CA 94104
other
organization in
which employment
is conducted:


Name:             Jane E. Shaw

Business          AeroGen, Inc., 1310 Orleans Drive, Sunnyvale,
Address:          CA 94089

Principal         Chairman and Chief Executive Officer
Occupation:

Name, principal   AeroGen, Inc., a pulmonary drug delivery
business and      company
address of        1310 Orleans Drive
corporation or    Sunnyvale, CA 94089
other
organization in
which employment
is conducted:




CUSIP NO. 296904105       Schedule 13D         Page 9 of 10 Pages



Name:             Leslie L. Vadasz

Business          Intel Corporation, 2200 Mission College
Address:          Boulevard, Santa Clara, CA 95052

Principal         Executive Vice President; President, Intel
Occupation:       Capital

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, Morgan Hall 215,
Address:          Soldiers Field Park Road, Boston, MA 02163

Principal         Max and Doris Starr Professor of International
Occupation:       Business Administration

Name, principal   Harvard Business School, an educational
business and      institution.
address of        Morgan Hall 215,Soldiers Field Park Road
corporation or    Boston, MA 02163
other
organization in
which employment
is conducted:


Name:             Charles E. Young

Business          University of Florida, 226 Tigert Hall, P.O.
Address:          Box 113150, Gainesville, FL 32610

Principal         President of the University of Florida
Occupation:

Name, principal   University of Florida
business and      226 Tigert Hall
address of        P.O. Box 113150
corporation or    Gainesville, FL 32610
other
organization in
which employment
is conducted:



CUSIP NO. 296904105       Schedule 13D        Page 10 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:        Andy D. Bryant
Title:       Executive Vice President; Chief Financial and
             Enterprise Services Officer

Name:        Sean M. Maloney
Title:       Executive Vice President; General Manager, Intel
             Communications Group
Citizenship: British

Name:        Paul S. Otellini
Title:       Executive  Vice  President; General  Manager,  Intel
             Architecture Group


Name:        Michael R. Splinter
Title:       Executive Vice President; Director, Sales and
             Marketing Group

Name:        F. Thomas Dunlap, Jr.
Title:       Senior Vice President; General Counsel and
             Secretary

Name:        Ronald J. Smith
Title:       Senior Vice President; General Manager, Wireless
             Communications and Computing Group

Name:        Robert J. Baker
Title:       Vice President; General Manager, Technology and
             Manufacturing Group

Name:        Arvind Sodhani
Title:       Vice President, Treasurer