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):  October 1, 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 October 1, 2003, Level 3 Communications,  Inc. (the "Company") issued a press
release  relating  to  the  termination  of  the  Amended  and  Restated  Credit
Agreement,  dated as of September 30, 1999, among Level 3 Communications,  Inc.,
Level 3  Communications,  LLC, Level 3  International  Services,  Inc.,  Level 3
International,  Inc., BTE Equipment,  LLC,  Eldorado  Funding,  LLC, the lenders
party thereto,  and JPMorgan Chase Bank, as Administrative  Agent and Collateral
Agent (the "Credit  Agreement").  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

     9.1  Press Release dated October 1, 2003,  relating to the  termination  of
          the Credit Agreement






                                   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.


October 1, 2003                      By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Senior Vice President