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 17, 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

On May 17, 2005,  the Board of Directors of Level 3  Communications,  Inc.  (the
"Company"),   based  on  a  recommendation  of  its  Nominating  and  Governance
Committee, determined the following committee assignments for the members of the
Board of Directors.  These committee  assignments were effective upon completion
of the 2005 Annual Meeting of Stockholders.

Executive  Committee of the Board of Directors:  Walter Scott,  Jr.  (Chairman);
James Q. Crowe; and Michael B. Yanney.

Audit Committee of the Board of Directors:  Robert E. Julian (Chairman); John T.
Reed; and Albert C. Yates.

Compensation Committee of the Board of Directors:  Michael B. Yanney (Chairman);
Richard R. Jaros; and Arun Netravali.

Nominating  and  Governance  Committee of the Board of  Directors:  John T. Reed
(Chairman); James O. Ellis, Jr.; and Michael B. Yanney.







                                   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 23, 2005                             By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Senior Vice President