Filed Pursuant to Rule 424(b)(3)
                                                    Registration No. 333-37957

                        PROSPECTUS SUPPLEMENT NO. 12
          (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,
      SUPPLEMENT NO. 5 DATED JANUARY 13, 1998, SUPPLEMENT NO. 6 DATED 
         FEBRUARY 4, 1998, SUPPLEMENT NO. 7 DATED FEBRUARY 12, 1998,
      SUPPLEMENT NO. 8 DATED FEBRUARY 24, 1998, SUPPLEMENT NO. 9 DATED
    APRIL 10, 1998, SUPPLEMENT NO. 10 DATED JUNE 15, 1998, AND SUPPLEMENT
                         NO. 11 DATED JULY 17, 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 
adding the following line items:


Credit Suisse First Boston                      $500,000        12,500


        The above number is based on the $40.00 per share conversion price 
stated in the Notes. On March 30, 1998, the Company effected a 3:2 stock 
split. By the terms of the Notes and Note Indenture, all conversion prices are
automatically adjusted pro rata.

        Unless otherwise noted, all information provided in this Prospectus 
Supplement is as of August 21, 1998

        THE DATE OF THIS PROSPECTUS SUPPLEMENT IS AUGUST 21, 1998.