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):  February 5, 2004

                          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

99.1 Press Release dated  February 5, 2004,  relating to fourth quarter and full
     year 2003 financial results,  including first quarter 2004 and certain full
     year 2004 financial projections.


Item 12.  Results of Operations and Financial Condition

On February 5, 2004,  Level 3  Communications,  Inc.  ("Level 3") issued a press
release  relating  to,  among other  things,  fourth  quarter and full year 2003
financial  results.  This press release is filed as Exhibit 99.1 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 to the Securities and Exchange  Commission ("SEC") pursuant to Item
12 of Form 8-K.






                                   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.



February 10, 2004                             By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Senior Vice President