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 23, 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 7.  Financial Statements and Exhibits

(a)  Financial Statements of business acquired

     None

(b)  Pro forma financial information

     None

(c)  Exhibits

     None

Item 9.  Regulation FD Disclosure

     On September 23, 2003, the Company made the following  simple  calculations
of  various  financial  metrics  available.  This  information  is  based on the
following assumptions,  and is not intended as a projection of management's view
of  the  Company's  expected  performance  during  the  periods  indicated.  The
assumptions  are presented to allow the reader to understand  the  components of
the  calculations  that  are  summarized  in  the  table  of  financial  metrics
presented.  The  following  is  intended as a  simplified  credit  scenario  for
consideration by the reader,  who is cautioned to evaluate the assumptions used.
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.

Assumptions used in the following calculation are for illustrative purposes only
and are not a projection of expected performance:

Revenue growth of 10% a year

Incremental EBITDA margin of 65%

Base capital expenditures of $100 million a year

Incremental Capital expenditures of $0.45 for every incremental $1.00 of revenue

The Company's  Information  Services business generates $30 million of unlevered
cash flow a year

The Companys annual cash need for working capital equals $20 million

Minimum  cash  balance  is $500  million  and  excess  cash  is  used  to  repay
outstanding debt


The  foregoing  assumptions  will  cause the  following  results  for the future
periods indicated:


                                                                   
                             2004         2005          2006         2007         2008
Revenue                    $1.89B       $2.08B        $2.29B       $2.52B       $2.77B
EBITDA                      $585M        $705M         $840M        $990M       $1.15B
EBITDA Margin                 31%          34%           37%          39%          42%
CapEx                       $180M        $190M         $195M        $200M        $210M
ISG Unlevered Cash Flow     $30M         $30M          $30M         $30M         $30M
Working Capital            $(20M)       $(20M)        $(20M)       $(20M)       $(20M)
Unlevered Cash Flow         $420M        $525M         $655M        $800M        $950M
Net Cash Interest         $(410M)      $(425M)       $(440M)      $(420M)      $(330M)
Free Cash Flow               $10M        $100M         $215M        $380M        $620M
Debt                        $5.0B        $4.9B         $4.8B        $4.5B        $3.9B
Debt/EBITDA                  8.6x         7.0x          5.7x         4.5x         3.4x






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