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


                                   FORM 10-Q/A
                                 Amendment No. 1

      (Mark One)

          [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended September 30, 2005

                                       or

         [  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934

                For the transition period __________to__________

                         Commission file number 0-15658

                          LEVEL 3 COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

Delaware                                                              47-0210602
(State of Incorporation)                                        (I.R.S. Employer
                                                             Identification No.)

1025 Eldorado Blvd., Broomfield, CO                                        80021
(Address of principal executive offices)                              (Zip Code)

                                 (720) 888-1000
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report(s)), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

The number of shares outstanding of each class of the issuer's common stock, as
of November 1, 2005:

                        Common Stock: 701,257,122 shares






                                Explanatory Note

This Amendment No. 1 to Level 3 Communications, Inc.'s Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2005, filed with the
Securities and Exchange Commission on November 9, 2005 (the "Form 10-Q") is
being filed solely to provide corrected certifications pursuant to Exchange Act
Rule 13a-14(a) by inserting the statutory reference to internal control over
financial reporting that was inadvertently omitted from the introductory
sentence of paragraph 4 of the certifications previously filed as Exhibits 31.1
and 31.2 to the Form 10-Q.

There have been no changes from the original Form 10-Q other than as described
above. This Amendment No. 1 does not reflect events occurring after the original
filing of the Form 10-Q, or modify or update in any way disclosures made in the
Form 10-Q.







                                   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.


Dated: May 25, 2006                     /s/ Eric J. Mortensen
                                        Eric J. Mortensen
                                        Senior Vice President, Controller
                                        and Principal Accounting Officer