PROSPECTUS SUPPLEMENT NO. 5
(TO PROSPECTUS DATED OCOBER 24, 1997, AS SUPPLEMENTED BY
PROSPECTUS SUPPLEMENT NO. 1 DATED NOVEMBER 7, 1997, PROSPECTUS
SUPPLEMENT NO. 2 DATED NOVEMBER 7, 1997, SUPPLEMENT NO. 3 DATED
NOVEMBER 21, 1997, AND SUPPLEMENT NO. 4 DATED DECEMBER 12, 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 (a) deleting the line items "Ameritech
Pension Plan; $750,000; 18,750" and "Forum Capital Markets LP; $500,000;
12,500" and (b) adding the following line items:
BT Holdings (New York) Inc.. . . $ 500,000 12,500
Palladin Partners I L.P. . . . . $ 562,000 14,050
Forum Fulcrum Fd LP. . . . . . . $ 500,000 12,500
Unless otherwise noted, all information provided in this
Prospectus Supplement is as of January 13, 1998.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JANUARY 13, 1998.
