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):  November 6, 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)

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Item 5.  Other Events and Regulation FD Disclosure

     On  November 6, 2003,  at a regular  meeting of the Board of  Directors  of
Level 3 Communications, Inc. (the "Company"), the Board of Directors amended and
restated in its entirety  the by-laws of the  Company.  The Amended and Restated
By-Laws of the Company dated  November 6, 2003, are filed as exhibit 3.1 to this
Current Report.

Item 7.  Financial Statements and Exhibits

(a)      Financial Statements of business acquired

                  None

(b)      Pro forma financial information

                  None

(c)      Exhibits

          3.1  Amended  and  Restated  By-Laws of Level 3  Communications,  Inc.
               dated November 6, 2003.


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                                   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.



November 7, 2003                     By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Senior Vice President

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