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):  April 29, 2004

                          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)






Item 7.  Financial Statements and Exhibits

(a)      Financial Statements of business acquired

                  None

(b)      Pro forma financial information

                  None

(c)      Exhibits

99.1 Press  Release  dated  April  29,  2004,  relating  to first  quarter  2004
     financial results, including second quarter 2004 and certain full year 2004
     financial projections.


Item 12.  Results of Operations and Financial Condition

On April 29,  2004,  Level 3  Communications,  Inc.  ("Level  3") issued a press
release relating to, among other things,  first quarter 2004 financial  results.
This  press  release  is  filed  as  Exhibit  99.1 to this  Current  Report  and
incorporated  by  reference  as if set  forth in full.  The  furnishing  of this
information  shall not be  deemed  an  admission  as to the  materiality  of the
information  included in this Current Report.  This information is not filed but
is furnished to the Securities and Exchange  Commission ("SEC") pursuant to Item
12 of Form 8-K.






                                   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.



April 29, 2004                             By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Senior Vice President