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):  May 13, 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 8.01         Other Events

a)   On May 13, 2005,  Level 3  Communications,  Inc. (the  "Company")  issued a
     press  release  relating  to the  filing  by  its  indirect,  wholly  owned
     subsidiary,  Technology Spectrum,  Inc. of a registration statement on Form
     S-1. The press release is filed as Exhibit 99.1 hereto, and is incorporated
     herein by reference as if set forth in full.

b)   On May 17, 2005, the Company issued a press release relating to the actions
     taken  by  its  stockholders  at  the  Company's  2005  Annual  Meeting  of
     Stockholders.  The press  release is filed as Exhibit 99.2  hereto,  and is
     incorporated herein by reference as if set forth in full.


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 May 13,  2005,  relating to the filing by  Technology
     Spectrum, Inc. of a registration statement on Form S-1.

99.2 Press  Release  dated May 17,  2005,  relating to the actions  taken by its
     stockholders at the Company's 2005 Annual Meeting of Stockholders.





                                   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.



May 18, 2005                             By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Senior Vice President