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 23, 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))




1.01 Entry into a Material Definitive Agreement

Level 3  Communications,  Inc. (the "Company") has revised its agreement for the
issuance of restricted  stock units to its  employees.  The form of agreement is
filed as Exhibit 10.1 to this Current Report and is incorporated by reference as
if set forth in full.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On  May  17,  2005,  the  Company's  stockholders  approved  the  amendment  and
restatement  of the Company's  certificate  of  incorporation.  The purposes for
filing the amended and restated  certificate of incorporation  were set forth in
the Company's proxy statement for the 2005 Annual Meeting of  Stockholders.  The
Amended and Restated  Certificate of  Incorporation  of Level 3  Communications,
Inc. is filed as Exhibit 3(i) to this Current Report.

Item 9.01  Financial Statements and Exhibits

(a)      Financial Statements of business acquired

                  None

(b)      Pro forma financial information

                  None

(c)      Exhibits

3(i) Amended   and   Restated   Certificate   of   Incorporation   of   Level  3
     Communications, Inc., dated May 23, 2005.

10.1 Form of Master Deferred Issuance Stock Agreement of Level 3 Communications,
     Inc.






                                   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 27, 2005                             By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Senior Vice President