FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 30, 1997

OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-22068

LEVEL ONE COMMUNICATIONS, INCORPORATED

State: California I.R.S. Employer ID No.:  33-0128224

Address: 9750 Goethe Road, Sacramento, CA 95827

Telephone: (916) 855-5000



Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter periods that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes   X      No _______

The number of Common Shares of the registrant outstanding on
March 30, 1997, was 13,417,289.








<PAGE>


INDEX


PART I. FINANCIAL INFORMATION                PAGE

Item 1. Financial Statements

  Consolidated Balance Sheets as of
  March 30,1997, and December 30, 1996         3

  Consolidated Statements of Income for the
  Three Months Ended March 30, 1997,
  and March 30, 1996                           4

  Consolidated Statements of Cash Flows
  for the Three Months Ended March 30, 1997,
   and March 30, 1996                          5

  Notes to Financial Statements                6

Item 2. Management's Discussion and Analysis
  of Financial Condition and Results
  of Operations                                8

PART II. OTHER INFORMATION

Item 1. Litigation                             14

Item 6. Exhibits and Reports on Form 8-K       14

  Signatures                                   S-1








<PAGE>
LEVEL ONE COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE AMOUNTS)      March 30, 1997       Dec. 29, 1996
  (unaudited)
ASSETS
Current Assets:
Cash and cash equivalents                $16,410              $20,251
Short-term investments                    18,673               10,211
Accounts receivable, net of
allowance for doubtful accounts           20,038               18,279
of $156 and $156 for 1997 and 1996,
respectively
Inventories                               10,211                9,990
Deferred income tax benefits               2,504                2,504
Prepaid expenses                           2,029                2,351

Total current assets                      69,865               63,586

Property and equipment, net               25,792               23,676

Long-term investments                     11,210               12,440
Foundry deposits                           8,000                8,000
Other assets                               4,295                4,400

Total assets                            $119,162             $112,102

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of
 capital lease obligations                $1,126               $1,129
Accounts payable                           6,470                4,778
Accrued payroll costs                      2,027                1,985
Income taxes payable                       2,107                1,338
Other accrued liabilities                  3,641                3,485
Total current liabilities                 15,371               12,715

Capital lease obligations,
 less current portion                      2,932                3,194
Deferred lease expense                       585                  612

Total liabilities                         18,888               16,521

Shareholders' Equity:
Common stock, no par value                84,466               83,203
Authorized - 105,000,000 shares
Outstanding - 13,416,936 and 13,116,227
 shares for 1997 and 1996, respectively
Unrealized gain on available-for-sale
  securities, net of tax                      12                    12
Retained earnings                         15,796                12,366

Total shareholders' equity               100,274                95,581

Total liabilities and
 shareholders' equity                   $119,162              $112,102


         THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL  PART  OF  THESE
         STATEMENTS.
         3


<PAGE>
LEVEL ONE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(IN THOUSANDS EXCEPT EARNINGS  PER SHARE) Three months ended

                                        MARCH 30, 1997     March 30, 1996

Revenues                                $30,107            $27,542
Cost  of sales                           12,900             11,588
Gross margin                             17,207             15,954

Research & development                    6,341              5,675

Sales & marketing                         4,299              4,001

General & administrative                  1,802              1,766

Total operating expenses                 12,442              11,442

Operating income                          4,765               4,512

Interest and other income, net              366                 392

Income before provision
  for income taxes                        5,131               4,904

Provision for income taxes                1,674               1,618

Net income                               $3,457              $3,286


Earnings per Share                        $0.25               $0.24

Weighted Average Common
  Shares Outstanding                     14,108              13,686


         THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL  PART  OF  THESE
         STATEMENTS.
         4


<PAGE>

LEVEL ONE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
                                                  For three months ended
(IN THOUSANDS)                          March 30, 1997        March 30, 1996

Cash flows from operating activities:
Net income                              $3,457                 $3,286
Adjustments to reconcile net income 
  to net cash provided by 
  operating activities:
  Depreciation and amortization          2,153                  1,584
  Purchased research &
    development expenses                     0                      0
Changes in assets and liabilities:
  Accounts receivable                   (1,759)                   944
  Inventories                             (221)                  (992)
  Deferred tax assets                        0                      0
  Prepaid expenses                         322                      9
  Accounts payable and
     accrued liabilities                 2,659                   (248)
  Deferred revenues                          0                    (36)

Net cash provided by
  operating activities                   6,611                   4,547

Cash flows from investing activities:
Purchase of short-term investments     (19,410)                 (1,400)
Proceeds from sales and
  maturities of short term
     investments                        10,948                   4,732
Purchase of long-term investments       (5,940)                    (20)
Proceeds from sales and
    maturities of long term
     investments                         7,170                       0
Capital expenditures                    (4,132)                 (1,427)
Payments for related
  party notes receivable                     0                    (450)
Payments for foundry deposits
  and other assets                         (32)                 (5,779)

     Net cash provided by (used in)
       investing activities            (11,396)                 (4,344)

Cash flows from financing activities:
Net principal payments under
    capital lease obligations             (292)                   (264)
Proceeds from issuance of stock, net of
   repurchases and costs of issuance     1,236                     639

     Net cash provided by (used in)
       financing activities                944                     375

Net increase (decrease) in cash
      and cash equivalents              (3,841)                    578
Cash and cash equivalents at
       beginning of period              20,251                  21,628

Cash and cash equivalents at
        end of period                  $16,410                 $22,206

Supplementary disclosure of cash and noncash transactions
Cash payments for:
     Interest                              162                      91
     Income taxes                          905                     301



         THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL  PART  OF  THESE
         STATEMENTS.
         5


<PAGE>




LEVEL ONE COMMUNICATIONS, INCORPORATED


NOTES TO FINANCIAL STATEMENTS (UNAUDITED)



NOTE 1 - BASIS OF PRESENTATION

THE  ACCOMPANYING  UNAUDITED  FINANCIAL  STATEMENTS  HAVE  BEEN
PREPARED  IN  ACCORDANCE  WITH  GENERALLY  ACCEPTED  ACCOUNTING
PRINCIPLES  FOR  INTERIM  FINANCIAL  INFORMATION  AND WITH  THE
INSTRUCTIONS  TO  FORM  10-Q AND ARTICLE 10 OF REGULATION  S-X.
ACCORDINGLY, THEY DO NOT  INCLUDE  ALL  OF  THE INFORMATION AND
FOOTNOTES REQUIRED BY GENERALLY ACCEPTED ACCOUNTING  PRINCIPLES
FOR   COMPLETE   FINANCIAL   STATEMENTS.   IN  THE  OPINION  OF
MANAGEMENT,  ALL ADJUSTMENTS (CONSISTING  OF  NORMAL  RECURRING
ACCRUALS) CONSIDERED  NECESSARY  FOR  A  FAIR PRESENTATION HAVE
BEEN  INCLUDED.  OPERATING RESULTS FOR THE  THREE-MONTH  PERIOD
ENDED MARCH  30,  1997,  ARE  NOT NECESSARILY INDICATIVE OF THE
RESULTS THAT MAY BE EXPECTED FOR  THE  YEAR ENDING DECEMBER 28,
1997.  THE INFORMATION REPORTED IN THIS  FORM  10-Q  SHOULD  BE
READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND FOOTNOTES
CONTAINED  IN THE COMPANY'S FORM 10-K FILED WITH THE SECURITIES
AND EXCHANGE  COMMISSION  FOR THE YEAR ENDED DECEMBER 29, 1996,
AND  SUBSEQUENT  FILINGS  WITH   THE  SECURITIES  AND  EXCHANGE
COMMISSION.

NOTE 2 - EARNINGS PER SHARE

NET  INCOME PER SHARE IS COMPUTED USING  THE  WEIGHTED  AVERAGE
NUMBER  OF SHARES OF COMMON STOCK OUTSTANDING, AND THE DILUTIVE
COMMON EQUIVALENT  SHARES  OUTSTANDING  FROM  STOCK OPTIONS AND
WARRANTS (USING THE TREASURY STOCK METHOD).  EFFECTIVE DECEMBER
28, 1997, THE COMPANY IS REQUIRED TO ADOPT FINANCIAL ACCOUNTING
STANDARDS  BOARD  NO.  128,  EARNINGS  PER SHARE.  Among  other
things,  the new standard will require replacement  of  primary
EPS with basic  EPS.   Basic  EPS would be computed by dividing
reported earnings available to  common stockholders by weighted
average shares outstanding.  No dilution  for  any  potentially
dilutive securities would be included.  Fully diluted  EPS, now
called  diluted EPS, would still be required.  The Company  has
not quantified the effect of applying the new standard.




         6


<PAGE>


Note 3 - Inventories

Inventories, stated at the lower of cost (first in, first out)
or market, consist of:


      (IN THOUSANDS)    March 30, December 30,
                        1997      1996
      Raw materials     $       2  $       32

      Work-in-process   8,746      7,948

      Finished goods                   2,010
                        1,463


                        $ 10,211   $  9,990


Note 4 - Property and Equipment

Property and equipment, net is comprised of the following:



      (IN THOUSANDS)     March 30,   December
                         1997        30, 1996

      Machinery and      $25,235     $25,254
      equipment

      Furniture and      16,103          11,899
      fixtures

      Leasehold              3,432      3,485
      improvements


                         $44,770     $40,638


      Less - accumulated (18,978)     (16,962)
      depreciation


                         $25,792     $23,676




         7


<PAGE>


LEVEL ONE COMMUNICATIONS, INCORPORATED
_____


Item 2.

Management's Discussion and Analysis of Financial Condition and
Results of Operations.

The following  information  should  be read in conjunction with
the  unaudited  interim  financial  statements  and  the  notes
thereto included in Item 1 of this Quarterly Report on Form 10-
Q,  the  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations contained  in the Company's
Form 10-K filed with the Securities and Exchange  Commission on
March 31, 1997.

This  report  contains  forward-looking  statements within  the
meaning  of  Section  27A  of the Securities Act  of  1933,  as
amended, and Section 21E of  the  Securities  Exchange  Act  of
1934,  as amended.  Actual results could differ materially from
those projected  in  the forward-looking statements as a result
of the factors set forth  in  "Factors  that  May Affect Future
Results" and elsewhere in this Report.

REVENUES

Revenues increased 9% to $30.1 million in the first  quarter of
1997  compared  to $27.5 million for the same quarter of  1996.
The increases during  the  first  quarter  of 1997 reflect unit
sales  growth  due  to the continued market acceptance  of  the
Company's products in  both  the  networking  and  transmission
markets, and the broadening of the Company's customer base.

International sales were $10.8 million or 36% and $10.2 million
or  37% of sales, respectively, for the first quarter  of  1997
and 1996.  All  sales  are denominated in U.S. dollars, thereby
eliminating  the  impact  of  foreign  currency  exchange  rate
fluctuations on revenues.

GROSS MARGIN

Gross margin  is  affected  by  several  factors,  including  average
selling prices, the mix between  older and newer products, test
equipment utilization, foundry manufacturing  yields, timing of
cost  reductions  and  the  mix between direct and  distributor
sales.  Margin on domestic and  international sales is similar.
Gross margin as a percentage of revenues  in  the first quarter
of 1997  was 57.2%  versus 57.9% in the first quarter  of  1996
and  54.0%  in the fourth quarter of 1996.  Gross margin in the first
quarter of 1997  improved  over  the fourth
quarter   of   1996  due  to  increased  overhead   absorption,
acceleration of  cost  reduction  programs and die shrinks, and
wafer price reductions.

RESEARCH AND DEVELOPMENT

Research and development expenses were $6.3 million or 20.9% of
revenues in the first quarter of 1997  versus  $5.7 million, or
20.6% of  revenues in the first quarter of 1996.  The  research
and  development  expense  increase is due to additions to  the
Company's design engineering  staff  and  related  new  product
design expenses.

SALES AND MARKETING

Sales  and  marketing  expenses  were  $4.3 million or 14.3% of
revenues in the first quarter of 1997 versus  $4.0  million  or
14.5%  of  revenues in the first quarter of 1996. The increased
expenditures  are  attributable to sales commissions associated
with increased revenues,  and  the  expansion  of the Company's
sales and marketing staffs.

GENERAL AND ADMINISTRATIVE

In  the  first  quarter  of  1997,  general  and administrative
expenses  were  $1.8  million or 6.0% of revenues  versus  $1.8
million or 6.4% of revenues in the same period of 1996.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal  sources  of  liquidity as of March 30,
1997, consisted of $35.1 million of cash,  cash equivalents and
short-term  investments,  and $10 million available  under  the
Company's revolving line of  credit.   At  March  30, 1997, the
Company had no outstanding balance under this line  of  credit.
Working capital as of March 30, 1997, was $54.5 million.

During  the  first  three months of 1997, the Company generated
$6.6 million of cash  from operating activities, as compared to
$4.5 million in the same  period  in  1996.  In both years, net
cash  generated  from  operations  in  the  first  quarter  was
primarily   due   to   net   income  before  depreciation   and
amortization  expense.  Disparities   in  such  line  items  as
accounts receivable, accounts payable,  capital expenditures or
foundry deposits reported in the first quarter of 1997 and 1996
reflect differences in timing, and not material  changes in the
Company's operations.



Factors that May Affect Future Results

  The  following  factors  may have an impact on the  Company's
business:

DEPENDENCE UPON INDEPENDENT MANUFACTURERS

  The Company does not manufacture  the  wafers  used  for  its
products.   The  Company's wafers are manufactured by foundries
located in the United  States,  Europe,  and Asia.  The Company
depends  upon these suppliers to produce wafers  at  acceptable
yields and  to  deliver  them in a timely manner at competitive
prices. The Company may sustain  an adverse impact on operating
results  from  problems with the cost,  timeliness,  yield  and
quality of wafer  deliveries from suppliers. From time to time,
the  available industry-wide  foundry  capacity  can  fluctuate
significantly.   During  periods  of  constrained  supply,  the
Company  may  experience  difficulty  in  securing  an adequate
supply  of  wafers,  and/or  its  suppliers  may increase wafer
prices.  The Company's operating results depend  in substantial
part  on  its  ability  to  maintain  or  increase the capacity
available from its existing or new foundries.  In  prior years,
the  Company  has  experienced  increased  costs and delays  in
customer shipments as a result of a foundry  reducing shipments
to the Company without prior notice, requiring  the  Company to
transfer  products  to  a  new  foundry.   Although the Company
believes that it has planned to meet customer demand, there can
be no assurances that unforeseen demand or other  changes  will
not have a material impact on the Company's business.

  The  Company  is  also  dependent  upon  third-party assembly
companies  that  package  the  semiconductor die.  The  Company
depends upon these suppliers to  produce  products  in a timely
manner  and  at competitive prices. The Company may sustain  an
adverse  financial   impact   from   problems  with  the  cost,
timeliness, yield and quality of product  deliveries from these
suppliers.

FACTORS AFFECTING QUARTERLY OPERATING RESULTS

  The   semiconductor  industry  is  characterized   by   rapid
technological change, intense competitive pressure and cyclical
market patterns.   The  Company's  results  of  operations  are
affected  by  a  wide  variety  of  factors,  including general
economic   conditions,   semiconductor   industry  environment,
changes in average selling prices, the timing  of  new  product
introductions  (by  the Company and its customers), use of  new
technologies, the ability to safeguard patents and intellectual
property, and rapid change of demand for products. The level of
net revenues in any specific  quarter  can  also be affected by
the  level of orders placed during that quarter.   The  Company
attempts  to respond to changes in market conditions as soon as
possible;  however,  the  rapidity  of  their  onset  may  make
prediction of and reaction to such events difficult. Due to the
foregoing and  other  factors,  past  results,  such  as  those
described  in  this  report,  may  not  be predictive of future
performance.

DEPENDENCE ON NEW PRODUCTS

  The Company's future success depends on its ability to timely
develop and introduce new products which  compete  effectively.
Because  of  the  complexity  of its products, the Company  may
experience delays in completing development and introduction of
new products, and, as a result,  not  achieve  the market share
anticipated  for  such products. The Company's strategy  is  to
develop  products for  the  fastest  growing  segments  of  the
communications  market.   The Company conducts its own analysis
of market trends and reviews forecasts and information provided
by industry analysts.  Market  conditions may change rapidly as
technology,  economic,  or  user-preference   conditions  cause
different  communications  technologies  to  experience  growth
other than that forecast by the Company or others.    There can
be no assurance that the Company will successfully identify new
product  opportunities  and bring new products to market  in  a
timely  manner,  that products  or  technologies  developed  by
others will not render  the  Company's products or technologies
obsolete or noncompetitive, or that the Company's products will
be  selected  for  design into the  products  of  its  targeted
customers. In addition,  the  average  selling  price  for  any
particular  product  tends to decrease over the product's life.
To offset such price decreases, the Company relies primarily on
obtaining yield improvements  and corresponding cost reductions
in the manufacture of existing  products and on introducing new
products  which  incorporate  advanced   features   and   other
price/performance  factors  such  that  higher  average selling
prices and higher margins are achievable relative  to  existing
product  lines.   To  the  extent  that cost reductions and new
product introductions with higher margins  do  not  occur  in a
timely  manner, or the Company's products do not achieve market
acceptance,  the Company's operating results could be adversely
affected.

INTELLECTUAL PROPERTY

  The Company  relies  upon patent, trademark, trade secret and
copyright law to protect  its intellectual property.  There can
be no assurance that such intellectual  property  rights can be
successfully  asserted or will not be invalidated, circumvented
or challenged.   Litigation,  regardless  of its outcome, could
result in substantial cost and diversion of  resources  for the
Company.  Any infringement claim or other litigation against or
by  the  Company  could have a material effect on the Company's
financial condition  and  results  of  operations.  In November
1995 the Company commenced infringement  litigation  against  a
competitor.  See "Legal Proceedings".

SEMICONDUCTOR INDUSTRY

  The semiconductor industry has historically been cyclical and
subject  to  significant  economic  downturns at various times.
The   Company   may  experience  substantial   period-to-period
fluctuations in operating  results due to general semiconductor
industry  conditions,  overall  economic  conditions  or  other
factors.

  In addition, the securities of many high technology companies
have historically been subject  to  extreme  price  and  volume
fluctuations, a factor which may affect the market price of the
Company's  common  stock.   As  is  common in the semiconductor
industry,  the Company frequently ships  more  product  in  the
third month  of  a  quarter  than  in  the  other months.  If a
disruption in the Company's production or shipping  occurs near
the  end of a quarter, the Company's revenues for that  quarter
could be adversely affected.

  The  Company must order wafers and build inventory in advance
of product  shipments.   There  is  risk that the Company could
produce  excess  or  insufficient  inventories   of  particular
products because the Company's markets are volatile and subject
to rapid technology and price changes.  This inventory  risk is
heightened  because  certain  of  the Company's customers place
orders  with  long  lead  times  which  may   be   subject   to
cancellation  or  rescheduling by that customer.  To the extent
the Company produces  excess  or  insufficient  inventories  of
particular  products, the Company's revenues and earnings could
be adversely affected.

  Increased demand  for  semiconductor products may result in a
reduction in the availability  of  wafers from foundries.  Such
capacity limitations may adversely affect the Company's ability
to deliver products on a timely basis  and affect the Company's
margins.   Additionally,  the  Company  believes   that  during
periods   of  strong  demand  and/or  restricted  semiconductor
capacity, customers  will  over-order  to  assure  an  adequate
supply.   Certain  of  the  Company's  customers  may cancel or
postpone  orders  without  notice  if product becomes available
elsewhere.

  Shortages of components from other  suppliers could cause the
Company's customers to cancel or delay  programs  incorporating
the Company's products, resulting in the cancellation  or delay
of orders for the Company's products.

  Because  the foregoing factors may affect results, historical
results or trends  may  not  be predictive of future results or
trends.



PART II - OTHER INFORMATION

Item 1. Legal Proceedings

  On  November  28,  1995,  the  Company   initiated  a  patent
infringement  suit against Seeq Technologies,  Inc.  in  United
States District  Court for the Northern District of California.
The suit relates to  two  Level  One patents, No. 5,267,269 and
No. 5,249,183, and to certain Seeq  products  used  in Ethernet
system products.  The suit seeks damages and injunctive relief.
Seeq has denied the allegations.  Although the Company does not
believe  such  litigation  will  have a material impact on  the
Company, litigation, regardless of its outcome, could result in
substantial cost and diversion of  resources  of  the  Company.
See "Factors That May Affect Future Results".

  There are no other material pending legal proceedings,  other
than  routine  litigation incidental to the Company's business,
to which the Company is a party or of which any of its property
is the subject.


Item 6. Exhibits and Reports on Form 8-K

(a)Exhibits -  27.1--Financial Data Schedule, March 30, 1997

(b)Reports on Form 8-K -  None.



         8


<PAGE>

SIGNATURES


PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.

  LEVEL ONE COMMUNICATIONS, INCORPORATED



DATE: MAY 13, 1997 BY:
  Robert S. Pepper, Ph.D.
  Chairman of the Board of Directors,
  President and Chief Executive Officer
  (Principal Executive Officer)


Date: May 13_, 1997 By:     John Kehoe
  Vice President and Chief Financial Officer
  (Principal Financial Officer)




          S-1


<PAGE>
[DATE]

[ARTICLE] 5
[LEGEND]
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 30, 1997,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
[/LEGEND]
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
<PERIOD-
TYPE> 3-
MOS
[FISCAL-YEAR-END]          DEC-30-1996
[PERIOD-END]
MAR-30-1997

[CASH]                  16,410

[SECURITIES]
18,673

[RECEIVABLES]                  20,114

[ALLOWANCES]                        156

[INVENTORY]
10,211

[CURRENT-ASSETS]                  69,865

[PP&E]                  44,770

[DEPRECIATION]                  18,978

[TOTAL-ASSETS]                119,162

[CURRENT-LIABILITIES]                 15,371

[BONDS]                        0

<PREFFERRED-MANDATORY>
0

[PREFERRED]
0

[COMMON]                  84,466

[OTHER-SE]                  15,808

[TOTAL-LIABILITY-AND-EQUITY]
119,162

[SALES]                   30,107

[TOTAL-REVENUES]                   30,107

[CGS]                   12,900

[TOTAL-COSTS]                   12,900

[OTHER-EXPENSES]                   12,442

[LOSS-PROVISION]                        0

[INTEREST-EXPENSE]                       162

[INCOME-PRETAX]                    5,131

[INCOME-TAX]                   1,674

[INCOME-CONTINUING]                   3,457

[DISCONTINUED]                         0

[EXTRAORDINARY]                         0

[CHANGES]                         0

[NET-INCOME]                   3,457

[EPS-PRIMARY]        ---

[EPS-DILUTED]                      .25

</TABLE>




          S-1