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 3, 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 Management Presentation.


Item 9.  Regulation FD Disclosure

On May 3,  2004,  Level 3  Communications,  Inc.  ("Level  3")  began  using the
presentation  filed as Exhibit  99.1,  which  presentation  is  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 9 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.



May 3, 2004                             By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Senior Vice President