EXHIBIT 24.1


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public accountants, we hereby consent to incorporation by
reference in this registration statement of our reports dated February 16, 1996
included in Level One Communications, Incorporated's Form 10-K for the year
ended December 30, 1995 and to all references to our Firm included in this
registration statement.



Sacramento, California                                  ARTHUR ANDERSEN & CO.
September 12, 1996