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):  September 22, 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

     On September 22, 2003,  the Level 3  Communications,  Inc. (the  "Company")
issued a press release  relating to a proposed  private offering of Senior Notes
due 2011 by its first tier,  wholly owned  subsidiary  Level 3 Financing,  Inc.,
which Senior Notes will be  guaranteed  by the  Company.  This press  release is
filed as Exhibit 99.1 to this Current Report and incorporated by reference as if
set forth in full.

Item 7.  Financial Statements and Exhibits

(a) Financial Statements of business acquired

    None

(b)  Pro forma financial information

     None

(c)  Exhibits

     99.1 Press Release dated September 22, 2003,  relating to proposed offering
     of Senior Notes due 2011

     99.2 Press Release dated September 22, 2003, relating to third quarter 2003
     and full year 2003 guidance.

Item  9.  Regulation FD Disclosure

     On  September  22, 2003,  the Company  issued a press  release  relating to
financial guidance for the third quarter 2003 and the full year 2003. This press
release is included as Exhibit 99.2 to this Current Report and  incorporated  by
reference as if set forth in full. The furnishing of this information  shall not
be deemed an admission as to the materiality of the information included in this
Current  Report.  This  information  is not filed but is  furnished  pursuant to
Regulation FD.




                                   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.



September 22, 2003                   By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Senior Vice President