PROSPECTUS SUPPLEMENT NO. 4
(TO PROSPECTUS DATED OCTOBER 24, 1997, AS SUPPLEMENTED BY
PROSPECTUS SUPPLEMENT NO. 1 DATED NOVEMBER 7, 1997, PROSPECTUS SUPPLEMENT
NO. 2 DATED NOVEMBER 7, 1997, AND SUPPLEMENT NO. 3 DATED NOVEMBER 21,
1997)
$115,000,000
LEVEL ONE COMMUNICATIONS, INCORPORATED
4% CONVERTIBLE SUBORDINATED NOTES DUE 2004
This Prospectus Supplement supplements information contained in that
certain Prospectus dated October 24, 1997, as amended or supplemented
(the "Prospectus") relating to the potential sale from time to time of up
to $115,000,000 aggregate amount of Registrable Notes and the Common
Stock issuable upon conversion thereof by the Selling Holders. This
Prospectus Supplement is not complete without, and may not be delivered
or utilized except in connection with, the Prospectus, including any
amendments or supplements thereto. Capitalized terms used herein but not
defined have the meanings assigned to such terms in the Prospectus.
The following table supplements the information set forth in the
Prospectus under the caption "Selling Securityholders" with respect to
the Selling Securityholders and the respective principal amounts of
Registrable Notes and Common Stock issuable upon conversion thereof
beneficially owned by such Selling Securityholder that may be offered
pursuant to the Prospectus by adding the following line items:
<TABLE>
<CAPTION>
Franklin Investors Securities Trust -
Convertible Securities Fund. $ 500,000 12,500
<S> <C> <C>
Argent Classic Convertible Arbitrage Fund
(Bermuda) L.P.. $2,000,000 50,000
McMahan Securities Co., L.P. $ 88,000 2,200
Natwest Securities Corporation $5,775,000 144,375
Strategic Money Management Company BV $1,000,000 25,000
</TABLE>
Unless otherwise noted, all information provided in this Prospectus
Supplement is as of December 12, 1997.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS DECEMBER 12, 1997.
