EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2) ____
STATE STREET BANK AND TRUST COMPANY
OF CALIFORNIA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
United States 06-1143380
(Jurisdiction of incorporation (I.R.S. Employee
or organization if not a U.S. Identification No.)
national bank)
725 S. Figueroa Street, Suite 3100, Los Angeles, CA 90017
(Address of principal executive offices) (Zip Code)
State Street Bank and Trust Company of California, N.A.
725 S. Figueroa Street, Suite 3100
Los Angeles, CA 90017
Tel: (213) 362-7338
(Name, address and telephone number of agent for service)
___________________
LEVEL ONE COMMUNICATIONS, INCORPORATED
(Exact name of obligor as specified in its charter)
CALIFORNIA 33-0128224
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9750 Goethe Road
Sacramento, CA 95827
(408) 945-8600
(Address of principal executive offices)
___________________
4% Convertible Subordinated Notes due 2004
(Title of Indenture Securities)
GENERAL
Item 1. General Information.
(a) Comptroller of Currency, Western District Office, 50 Fremont
Street, Suite 3900, San Francisco, California, 94105-2292.
(b) Trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor.
The trustee is not affiliated with the obligor.
Item 3. through Item 15.
No responses are included for Items 3-15 of this form T-1 because the
obligor is not in default on securities issued under indentures under
which State Street Bank and Trust Company of California, N.A. is
trustee.
Item 16. List of Exhibits.
1. Articles of Association of State Street Bank and Trust Company
of California, National Association.*
2. Certificate of Corporate Existence (with fiduciary powers) from
the Comptroller of the Currency, Administrator of National
Banks.*
3. Authorization of the Trustee to exercise fiduciary powers
(included in Exhibits 1 and 2; no separate instrument).
4. By-laws of State Street Bank and Trust Company of California,
National Association.*
5. Consent of State Street Bank and Trust Company of California,
National Association required by Section 321(b) of the Act.*
6. Consolidated Report of Income for the period January 1, 1996 -
September 30, 1996, Federal Financial Institutions Examination
Council, Consolidated Reports of Condition and Income for A Bank
With Domestic Offices Only and Total Assets of Less Than $100
Million -FFIEC 034.*
* The indicated documents have been filed as exhibits with
corresponding exhibit numbers to the Form T-1 of Oasis
Residential, Inc., filed pursuant to Section 305(b)(2) of the
Act, filed with the Securities and Exchange Commission on
November 18, 1996 (Registration No. 033-90488), and are
incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee,
State Street Bank and Trust Company of California, National Association
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Los Angeles, and
State of California, on the ___ day of October, 1997.
STATE STREET BANK AND TRUST COMPANY OF
CALIFORNIA, NATIONAL ASSOCIATION
By: /s/ Jeanie Mar
---------------------------------
Jeanie Mar
Assistant Vice President
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