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 18, 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 5.02(d):  Departure  of  Directors  or  Principal  Officers;   Election  of
     Directors; Appointment of Principal Officers

On February 18, 2005, the Level 3 Communications,  Inc. (the "Registrant") Board
of  Directors  voted  to  expand  the  number  of  directors   constituting  the
Registrant's  Board of Directors  to 10 and to fill the existing  vacancy on the
Board  of  Directors  and the  additional  vacancy  created  by that  expansion.
Effective  March 17, 2005,  Admiral James O. Ellis Jr.,  U.S.  Navy (Ret.),  and
Dr. Albert C. Yates,  former president of Colorado State  University,  will join
the Registrant's Board of Directors as Class II directors. The term of the Class
II  directors  expires  at the 2005  Annual  Meeting of  Stockholders,  at which
Admiral  Ellis and Dr.  Yates will stand for  re-election  along with Richard R.
Jaros, an existing Class II director for a full three year term.

There are no arrangements or  understandings  between these  individuals and the
Registrant pursuant to which these individuals were selected as directors.


Item 9.01  Financial Statements and Exhibits

(a)      Financial Statements of business acquired

                  None

(b)      Pro forma financial information

                  None

(c)      Exhibits

                  None





                                   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 25, 2005                             By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Senior Vice President