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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

CERTIFICATION  AND NOTICE OF TERMINATION OF REGISTRATION  UNDER SECTION 12(g) OF
THE SECURITIES  EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                         Commission File Number 0-15658

                          Level 3 Communications, Inc.
             (Exact name of registrant as specified in its charter)

1025  Eldorado  Boulevard,   Broomfield,   Colorado  80021-8869  (720)  888-1000

(Address,  including zip code,  and telephone  number,  including  area code, of
registrant's principal executive offices)

Rights to Purchase Series A Junior Participating Preferred Stock, par value $.01
per share
(Title of each class of securities covered by this Form)

                     Common Stock, par value $.01 per share
  (Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)

     Please  place  an X in  the  box(es)  to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

                  Rule 12g-4(a)(1)(i)    X           Rule 12h-3(b)(1)(i)
                  Rule 12g-4(a)(1)(ii)               Rule 12h-3(b)(1)(ii)
                  Rule 12g-4(a)(2)(i)                Rule 12h-3(b)(2)(i)
                  Rule 12g-4(a)(2)(ii)               Rule 12h-3(b)(2)(ii)
                                                     Rule 15d-6

     Approximate  number of holders of record as of the  certification or notice
date: None

     Pursuant to the requirements of the Securities  Exchange Act of 1934, Level
3 Communications,  Inc. has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.

Date:  March 15, 2005         By:   /s/ Neil J. Eckstein, Senior Vice President

Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.


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