SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K/A-1

                                 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 20, 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 8.01 Other  Events of the Form 8-K filed with the  Securities  and Exchange
Commission  on October  22,  2004 is amended  and  restated  in its  entirety as
follows:

Item 8.01 Other Events

     On October 20 2004,  Level 3 Financing,  Inc., a wholly owned subsidiary of
Level 3 Communications,  Inc. ("Level 3") entered into a Supplemental  Indenture
dated as of October 20, 2004,  supplementing the Indenture,  dated as of October
1, 2003, among Level 3  Communications,  Inc., as Guarantor,  Level 3 Financing,
Inc.,  as Issuer,  and The Bank of New York,  as  Trustee,  relating  to Level 3
Financing,  Inc.'s  10.75%  Senior  Notes due 2011  (the  "Senior  Notes").  The
Supplemental  Indenture was entered into among Level 3 Financing,  Inc., Level 3
Communications,  LLC  and The  Bank of New  York  as  Trustee.  Pursuant  to the
Supplemental   Indenture,   Level  3   Communications,   LLC  has   provided  an
unconditional,   unsecured  guaranty  of  the  Senior  Notes.  The  Supplemental
Indenture is filed as exhibit 99.1 to this Current  Report and  incorporated  by
reference as if set forth in full.

Item 9.01  Financial  Statements  and  Exhibits  of the Form 8-K filed  with the
Securities  and Exchange  Commission on October 22, 2004 is amended and restated
in its entirety as follows:

Item 9.01.  Financial Statements and Exhibits

(a)      Financial Statements of business acquired

                  None

(b)      Pro forma financial information

                  None

(c)      Exhibits

99.1 Supplemental  Indenture,  dated  as of  October  20,  2004  among  Level  3
     Financing,  Inc., Level 3  Communications,  LLC and The Bank of New York as
     Trustee,  supplementing  the Indenture  dated as of October 1, 2003,  among
     Level 3  Financing,  Inc.  as  Issuer,  Level 3  Communications,  Inc.,  as
     Guarantor  and  The  Bank of New  York  as  Trustee,  relating  to  Level 3
     Financing, Inc.'s 10.75% Senior Notes due 2011.









                                   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 22, 2004                     By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Senior Vice President