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):  January 12, 2005

                          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)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[    ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[    ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[    ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[    ]  Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))




Item 2.05  Costs Associated with Exit or Disposal Activities

On January 12, 2005,  Level 3  Communications,  Inc.  ("Level 3") issued a press
release relating to certain workforce reduction actions. In the release, Level 3
indicated that its operating  subsidiaries  will initiate a work force reduction
of  approximately  500 to 600  employees  in its  communications  business.  The
reduction,  which is expected to result in operational  savings of approximately
$60 million to $70 million per year,  will take place  before the end of January
2005. As a result of the planned  reduction,  Level 3 expects to incur severance
charges of  approximately  $20 million to $25  million in the fourth  quarter of
2004 or the first quarter of 2005. Level 3 is taking this action in part so that
its financial and organizational resources are properly allocated and aligned to
take advantage of demand as it develops in  consumer-oriented  voice over IP and
other growth  areas.  In addition,  these  actions are being taken,  in part, to
accelerate Level 3's achievement of positive free cash flow.

Additional  information  regarding  these work force  reduction  actions will be
available  in  connection  with Level 3's fourth  quarter  2004  earnings  press
release and associated conference call.

Item 7.01  Regulation FD Disclosure.

On January 12, 2005,  Level 3  Communications,  Inc.  ("Level 3") issued a press
release relating to certain workforce  reduction actions and the  re-affirmation
of  communications  revenue  guidance for the fourth  quarter  2004.  This press
release is furnished 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 7.01 of Form 8-K.


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Item 9.01  Financial Statements and Exhibits

(a)      Financial Statements of business acquired

                  None

(b)      Pro forma financial information

                  None

(c)      Exhibits

99.1 Press  Release  dated  January 12, 2005, relating to work force reduction.



                                   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.



January 13, 2005                             By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Senior Vice President


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