PROSPECTUS SUPPLEMENT NO. 6
(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, SUPPLEMENT NO. 3 DATED NOVEMBER 21, 1997,
SUPPLEMENT NO. 4 DATED DECEMBER 12, 1997, AND SUPPLEMENT NO. 5 DATED
JANUARY 13, 1998)
$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 "Christian
Science Trustees for Gifts and Endowments; $90,000; 2,250"; "Declaration
of Trust for the Defined Benefit Plans of ICI American Holdings Inc.;
$370,000; 9,250"; "Declaration of Trust for the Defined Benefit Plans of
ZENECA Holdings, Inc.; $255,000; 6,375"; "Delaware State Employees
Retirement Fund; $1,250,000; 31,250"; "First Church of Christ, Scientist-
Endowment; $105,000; 2,625"; "General Motors Employees Domestic Group
Trust; $4,440,000; 111,000"; "J.W. McConnell Family Foundation; $255,000;
6,375"; "Summer Hill Global Partners L.P.; $35,000; 875"; "Thermo
Electron Balanced Investment Fund; $340,000; 8,500"; and "Hillside
Capital Incorporated Corporate Account; $110,000; 2,750"; and (b) adding
the following line items:
<TABLE>
<CAPTION>
Palladin Overseas Fund $ 562,000 14,050
<S> <C> <C>
Societe Generale Securities Corp.. $ 1,000,000 25,000
</TABLE>
Unless otherwise noted, all information provided in this Prospectus
Supplement is as of February 4, 1998.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS FEBRUARY 4, 1998.
