PROSPECTUS SUPPLEMENT NO. 1
(TO PROSPECTUS DATED OCTOBER 24, 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:
<TABLE>
<CAPTION>
NationsBanc Montgomery Securities, Inc. 4,000,000 100,000
<S> <C> <C>
BancAmerica Robertson Stephens. 11,750,000 293,750
NatWest Securities Corporation. 1,750,000 43,750
CFW-C, L.P.. 5,350,000 133,750
</TABLE>
Unless otherwise noted, all information provided in this Prospectus
Supplement is as of November 7, 1997.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 7, 1997.
