SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  May 20, 2003

                          Level 3 Communications, Inc.
             (Exact name of Registrant as specified in its charter)

Delaware                                                              47-0210602
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

1025 Eldorado Blvd., Broomfield, Colorado                                  80021
(Address of principal executive offices)                              (Zip code)

                                  720-888-1000
               (Registrant's telephone number including area code)

                                 Not applicable
         (Former name and former address, if changed since last report)







Item 5.  Other Events and Regulation FD Disclosure

Director elections

     At the 2003 Annual Meeting of Stockholders of Level 3 Communications,  Inc.
(the "Company") held on May 20, 2003, the Company's stockholders  re-elected the
following  Class III  directors to serve until the 2006 Annual  Meeting or until
their successors are duly elected and qualified:

                                  John T. Reed
                                 Arun Netravali
                                Michael B. Yanney

New Committees

     Effective  May 20, 2003,  the following  members of the Company's  Board of
Directors (the "Board"), are serving on the following committees of the Board:

         Executive Committee:
                  Walter Scott, Jr. (Chairman)
                  James Q. Crowe
                  Michael B. Yanney;

         Audit Committee
                  Robert E. Julian (Chairman)
                  Richard R. Jaros
                  John T. Reed

         Compensation Committee
                  Michael B. Yanney (Chairman)
                  Mogens C. Bay
                  Richard R. Jaros
                  Arun Netravali

         Nominating and Governance Committee
                  John T. Reed (Chairman)
                  Mogens C. Bay
                  Michael B. Yanney

New Chief Financial Officer

     As previously disclosed,  effective May 20, 2003, Mr. Sunit S. Patel is now
the Chief Financial Officer of the Company.

Outperform Stock Options

     Effective  on May 20,  2003,  the Board,  acting  through the  Compensation
Committee  of  the  Board,   determined  that  the  irrevocable  waiver  by  the
registrant's  Group  Vice  Presidents, each


of the members of the Board and R.  Douglas  Bradbury,  Kevin J. O'Hara and
Kenneth E. Stinson,  of their respective rights to exercise any Outperform Stock
Options ("OSOs") or Convertible  Outperform Stock Options  ("C-OSOs") granted to
them during  2001 and the first  quarter of 2002 would be modified to permit the
exercise of OSOs or C-OSOs  granted to them during 2001 and the first quarter of
2002 up to an aggregate of 700,000 shares of the registrant's  common stock, par
value $.01 per share (the "Level 3 Common Stock"), including Mr. James Q. Crowe,
chief executive  officer of the Company,  who had previously waived his exercise
any OSOs or C-OSOs.

     These  irrevocable  waivers were initially  granted by the Company's  Group
Vice Presidents and members of the Board in the spring of 2002. In the Company's
definitive  proxy  statement for the 2002 Annual  Meeting of  Stockholders,  the
Company indicated that although the Company believes that the existing grants of
long term  incentive  ("LTI")  compensation  awards were  necessary  to attract,
retain,  motivate and reward the people  necessary to  implement  the  Company's
business plan, the Board believes that these levels of LTI  compensation  awards
could,  in the case of  relatively  strong  common  stock price growth (that is,
stock  price  appreciation  that is in  excess  of at least  100% per year  from
current  price  levels),  lead to the need to use a  significant  amount  of the
Company's available cash for the settlement of OSO exercises. The waivers of the
right to exercise OSOs and C-OSOs were granted in response to this  possibility.
In its definitive proxy  statement,  the Company also stated that although these
waivers were granted  without any  conditions,  the Board  reserved the right to
modify or terminate these waivers,  in whole or in part, in its sole discretion,
based on among other factors, the rate at which employees exercise awards issued
under the  Company's  1995 Stock  Plan,  the rates of employee  attrition,  or a
combination of these factors or other relevant factors,  in determining  whether
to modify or terminate, in whole or in part, these waivers over time.

Item 7.  Financial Statements and Exhibits

         (a)  Financial Statements of business acquired

              None

         (b)  Pro forma financial information

              None

         (c)  Exhibits

              None






                                   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 3 Communications, Inc.



May 23, 2003                         By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Vice President