As filed with the Securities and Exchange Commission on May 13, 2004
                                                        Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          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 Number)

                               1025 Eldorado Blvd.
                           Broomfield, Colorado 80021
          (Address, including zip code, of principal executive offices)

                          TELVERSE COMMUNICATIONS, INC.
                           RESTRICTED STOCK UNIT PLAN
                              (Full title of plan)

                             Thomas C. Stortz, Esq.
                               1025 Eldorado Blvd.
                           Broomfield, Colorado 80021
                                 (720) 888-1000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                             <C>                     <C>                     <C>                     <C>
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of securities to be       Amount to be          Proposed maximum       Proposed maximum           Amount of
registered                     registered (1)        offering price per     aggregate offering      registration fee
                                                         share (2)               price (2)
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, par value
$0.01 per share                  359,176                $2.93                   $1,050,590              $134.00
(the "Common Stock")
</TABLE>

(1)  Represents  359,176 shares of Common Stock of Level 3 Communications,  Inc.
     (the "Common Stock") issuable pursuant to the Telverse Communications, Inc.
     Restricted Stock Unit Plan (the "Plan"). In addition,  pursuant to Rule 416
     under the Securities Act of 1933, as amended (the "Securities  Act"),  this
     Registration Statement covers an indeterminable number of additional shares
     as may  hereafter be offered or issued,  pursuant to the Plans,  to prevent
     dilution   resulting  from  stock  splits,   stock   dividends  or  similar
     transactions.


(2)  Estimated  solely  for  calculating  the  amount of the  registration  fee,
     pursuant to paragraphs  (c) and (h) of Rule 457 under the  Securities  Act,
     based on the average of the high and low sales  prices of the Common  Stock
     as reported by the Nasdaq National Market on May 11, 2004.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to  participating  employees  as specified in
Rule  428(b)(1)  of the  Securities  Act,  in  accordance  with  the  rules  and
regulations  of the  United  States  Securities  and  Exchange  Commission  (the
"Commission").  Such documents are not being filed with the Commission either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities  Act.  These  documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents,  filed with the Commission by the Registrant,  are
incorporated by reference into the Registration Statement:

(a)  The  Registrant's  Annual  Report on Form 10-K for the fiscal  year  ending
     December 31,  2003,  filed pursuant to the Securities  Exchange Act of 1934
     (the "Exchange Act");

(b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
     March 31, 2004;

(c)  The Registrant's  amended Quarterly Reports on Form 10-Q/A-1 for the fiscal
     quarters  ended March 31, 2003,  June 30, 2003 and September 30, 2003,  all
     filed on March 5, 2004, pursuant to the Exchange Act; and

(d)  The description of the Registrant's  Common Stock incorporated by reference
     into the Company's  Registration  Statement on Form 8-A, as amended,  filed
     pursuant to the Exchange Act, on March 31, 1998.

     In addition,  all documents  filed by the  Registrant  with the  Commission
pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act subsequent
to the  date of  this  Registration  Statement  and  prior  to the  filing  of a
post-effective  amendment which indicates that all the securities offered hereby
have been sold or which  deregisters all securities then remaining  unsold shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part  hereof  from  the  date of the  filing  of such  documents  with  the
Commission.  Any  statement  contained in a document  incorporated  by reference
herein shall be deemed to be modified or superseded  for purposes  hereof to the
extent that a statement  contained  herein (or in any other  subsequently  filed
document which also is incorporated by reference  herein) modifies or
<PAGE>

supersedes such statement.  Any statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or superseded.

Item 4.  DESCRIPTION OF SECURITIES

                  Inapplicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     The validity of the issuance of the Common Stock  offered under the Plan is
being passed upon by Neil J. Eckstein,  Senior Vice President of the Registrant.


Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware  General  Corporation Law permits a corporation
to indemnify its officers and directors to the extent  provided in that statute.
The  Registrant's  Certificate of Incorporation  and By-laws contain  provisions
intended to indemnify  officers and directors  against  liability to the fullest
extent  permitted  by  applicable  law.  The Delaware  General  Corporation  Law
empowers  the  Registrant  to  maintain  insurance  on  behalf of  officers  and
directors  against  liabilities  incurred while acting in such  capacities.  The
Registrant maintains such insurance.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Inapplicable.

Item 8.  EXHIBITS

Exhibit No.          Description of Exhibit

5    Opinion  of  Neil  J.   Eckstein,   Senior  Vice   President   of  Level  3
     Communications, Inc.

23.1 Consent of KPMG LLP

23.2 Information Regarding Arthur Andersen LLP

23.3 Consent  of  Neil  J.   Eckstein,   Senior  Vice   President   of  Level  3
     Communications, Inc. (included in Exhibit 5).

24   Power of Attorney (reference is made to the signature page).

Item 9.  UNDERTAKINGS
<PAGE>

     The undersigned registrant hereby undertakes:

1.   (a) To file,  during any period in which  offers or sales are being made, a
     post-effective amendment to the Registration Statement:

     (i)  to  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act;

     (ii) to reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  Registration  Statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

     (iii)to  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the Registration Statement or
          any material change to such information in the Registration Statement;

     provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs  is  contained in periodic  reports  filed by the Company
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act that are
     incorporated by reference in the Registration Statement.

     (b)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

     (c)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

     2. The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

     3. Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Broomfield, State of Colorado, on May 13, 2004

                                            LEVEL 3 COMMUNICATIONS, INC.

                                            By:      /s/ James Q. Crowe
                                                  James Q. Crowe
                                                  Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below  constitute and appoint Thomas C. Stortz and Neil J. Eckstein,  as
his true and lawful  attorney-in-fact  and agent for the undersigned,  with full
power of  substitution,  for and in the name, place and stead of the undersigned
to sign  and  file  with  the  Securities  and  Exchange  Commission  under  the
Securities  Act  of  1933,  as  amended,  (i)  any  and  all  pre-effective  and
post-effective  amendments to this registration statement, (ii) any registration
statement relating to this offering that is to be effective upon filing pursuant
to rule 462(b) under the Securities Act of 1933, as amended,  (iii) any exhibits
to  any  such   registration   statement  or  pre-effective  or   post-effective
amendments, (iv) any and all applications and other documents in connection with
any such registration  statement or pre-effective or post-effective  amendments,
and  generally  to do all  things  and  perform  any and  all  acts  and  things
whatsoever   requisite   and   necessary   or   desirable   to  enable  Level  3
Communications,  Inc. to comply with the  provisions  of the  Securities  Act of
1933,  as  amended,   and  all  requirements  of  the  Securities  and  Exchange
Commission.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
<TABLE>
<S>                                   <C>                                   <C>
Name                                Title                                  Date

/s/ Walter Scott Jr.                Chairman  of the Board             May 13, 2004
Walter Scott, Jr.

/s/ James Q. Crowe                  Chief Executive Officer and        May 13, 2004
James Q. Crowe                      Director

/s/ Charles C. Miller, III          Vice Chairman and                  May 13, 2004
Charles C. Miller, III              Executive Vice President

/s/ Sunit S. Patel                  Group Vice President               May 13, 2004
Sunit S. Patel                      and Chief Financial Officer
                                    (Principal Financial Officer)


<PAGE>
/s/ Eric J. Mortensen               Sr. Vice President and Controller  May 13, 2004
Eric J. Mortensen                   (Principal Accounting Officer)

/s/ Mogens C. Bay                   Director                           May 13, 2004
Mogens C. Bay

/s/ Richard R. Jaros                Director                           May 13, 2004
Richard R. Jaros

/s/ Robert E. Julian                Director                           May 13, 2004
Robert E. Julian

/s/ David C. McCourt                Director                           May 13, 2004
David C. McCourt

/s/ Arun Netravali                  Director                           May 13, 2004
Arun Netravali

/s/ John T. Reed                    Director                           May 13, 2004
John T. Reed

/s/ Colin V.K. Williams             Director                           May 13, 2004
Colin V.K. Williams

/s/ Michael Yanney                  Director                           May 13, 2004
Michael Yanney
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "fs8_05132004.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 15438}]
{"company-data": {"conformed-name": "LEVEL 3 COMMUNICATIONS INC", "cik": "0000794323", "assigned-sic": "4813", "irs-number": "470210602", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115472", "film-number": "04803311"}, "business-address": {"street1": "1025 ELDORADO BOULEVARD", "street2": "BLDG 2000", "city": "BROOMFIELD", "state": "CO", "zip": "80021", "phone": "7208881000"}, "mail-address": {"street1": "1025 ELDORADO BOULEVARD", "street2": "BLDG 2000", "city": "BROOMFIELD", "state": "CO", "zip": "80021"}, "former-company": {"former-conformed-name": "KIEWIT PETER SONS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on May 13, 2004
                                                        Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          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 Number)

                               1025 Eldorado Blvd.
                           Broomfield, Colorado 80021
          (Address, including zip code, of principal executive offices)

                          TELVERSE COMMUNICATIONS, INC.
                           RESTRICTED STOCK UNIT PLAN
                              (Full title of plan)

                             Thomas C. Stortz, Esq.
                               1025 Eldorado Blvd.
                           Broomfield, Colorado 80021
                                 (720) 888-1000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of securities to be       Amount to be          Proposed maximum       Proposed maximum           Amount of
registered                     registered (1)        offering price per     aggregate offering      registration fee
                                                         share (2)               price (2)
--------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, par value
$0.01 per share                  359,176                $2.93                   $1,050,590              $134.00
(the "Common Stock")
(1)  Represents  359,176 shares of Common Stock of Level 3 Communications,  Inc.
     (the "Common Stock") issuable pursuant to the Telverse Communications, Inc.
     Restricted Stock Unit Plan (the "Plan"). In addition,  pursuant to Rule 416
     under the Securities Act of 1933, as amended (the "Securities  Act"),  this
     Registration Statement covers an indeterminable number of additional shares
     as may  hereafter be offered or issued,  pursuant to the Plans,  to prevent
     dilution   resulting  from  stock  splits,   stock   dividends  or  similar
     transactions.

(2)  Estimated  solely  for  calculating  the  amount of the  registration  fee,
     pursuant to paragraphs  (c) and (h) of Rule 457 under the  Securities  Act,
     based on the average of the high and low sales  prices of the Common  Stock
     as reported by the Nasdaq National Market on May 11, 2004.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to  participating  employees  as specified in
Rule  428(b)(1)  of the  Securities  Act,  in  accordance  with  the  rules  and
regulations  of the  United  States  Securities  and  Exchange  Commission  (the
"Commission").  Such documents are not being filed with the Commission either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities  Act.  These  documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents,  filed with the Commission by the Registrant,  are
incorporated by reference into the Registration Statement:

(a)  The  Registrant's  Annual  Report on Form 10-K for the fiscal  year  ending
     December 31,  2003,  filed pursuant to the Securities  Exchange Act of 1934
     (the "Exchange Act");

(b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
     March 31, 2004;

(c)  The Registrant's  amended Quarterly Reports on Form 10-Q/A-1 for the fiscal
     quarters  ended March 31, 2003,  June 30, 2003 and September 30, 2003,  all
     filed on March 5, 2004, pursuant to the Exchange Act; and

(d)  The description of the Registrant's  Common Stock incorporated by reference
     into the Company's  Registration  Statement on Form 8-A, as amended,  filed
     pursuant to the Exchange Act, on March 31, 1998.

     In addition,  all documents  filed by the  Registrant  with the  Commission
pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act subsequent
to the  date of  this  Registration  Statement  and  prior  to the  filing  of a
post-effective  amendment which indicates that all the securities offered hereby
have been sold or which  deregisters all securities then remaining  unsold shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part  hereof  from  the  date of the  filing  of such  documents  with  the
Commission.  Any  statement  contained in a document  incorporated  by reference
herein shall be deemed to be modified or superseded  for purposes  hereof to the
extent that a statement  contained  herein (or in any other  subsequently  filed
document which also is incorporated by reference  herein) modifies or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or superseded.

Item 4.  DESCRIPTION OF SECURITIES

                  Inapplicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     The validity of the issuance of the Common Stock  offered under the Plan is
being passed upon by Neil J. Eckstein,  Senior Vice President of the Registrant.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware  General  Corporation Law permits a corporation
to indemnify its officers and directors to the extent  provided in that statute.
The  Registrant's  Certificate of Incorporation  and By-laws contain  provisions
intended to indemnify  officers and directors  against  liability to the fullest
extent  permitted  by  applicable  law.  The Delaware  General  Corporation  Law
empowers  the  Registrant  to  maintain  insurance  on  behalf of  officers  and
directors  against  liabilities  incurred while acting in such  capacities.  The
Registrant maintains such insurance.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Inapplicable.

Item 8.  EXHIBITS

Exhibit No.          Description of Exhibit

5    Opinion  of  Neil  J.   Eckstein,   Senior  Vice   President   of  Level  3
     Communications, Inc.

23.1 Consent of KPMG LLP

23.2 Information Regarding Arthur Andersen LLP

23.3 Consent  of  Neil  J.   Eckstein,   Senior  Vice   President   of  Level  3
     Communications, Inc. (included in Exhibit 5).

24   Power of Attorney (reference is made to the signature page).

Item 9.  UNDERTAKINGS
The undersigned registrant hereby undertakes:

1.   (a) To file,  during any period in which  offers or sales are being made, a
     post-effective amendment to the Registration Statement:

     (i)  to  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act;

     (ii) to reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  Registration  Statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

     (iii)to  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the Registration Statement or
          any material change to such information in the Registration Statement;

     provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs  is  contained in periodic  reports  filed by the Company
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act that are
     incorporated by reference in the Registration Statement.

     (b)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

     (c)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

     2. The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

     3. Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Broomfield, State of Colorado, on May 13, 2004

                                            LEVEL 3 COMMUNICATIONS, INC.

                                            By:      /s/ James Q. Crowe
                                                  James Q. Crowe
                                                  Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below  constitute and appoint Thomas C. Stortz and Neil J. Eckstein,  as
his true and lawful  attorney-in-fact  and agent for the undersigned,  with full
power of  substitution,  for and in the name, place and stead of the undersigned
to sign  and  file  with  the  Securities  and  Exchange  Commission  under  the
Securities  Act  of  1933,  as  amended,  (i)  any  and  all  pre-effective  and
post-effective  amendments to this registration statement, (ii) any registration
statement relating to this offering that is to be effective upon filing pursuant
to rule 462(b) under the Securities Act of 1933, as amended,  (iii) any exhibits
to  any  such   registration   statement  or  pre-effective  or   post-effective
amendments, (iv) any and all applications and other documents in connection with
any such registration  statement or pre-effective or post-effective  amendments,
and  generally  to do all  things  and  perform  any and  all  acts  and  things
whatsoever   requisite   and   necessary   or   desirable   to  enable  Level  3
Communications,  Inc. to comply with the  provisions  of the  Securities  Act of
1933,  as  amended,   and  all  requirements  of  the  Securities  and  Exchange
Commission.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
Name                                Title                                  Date

/s/ Walter Scott Jr.                Chairman  of the Board             May 13, 2004
Walter Scott, Jr.

/s/ James Q. Crowe                  Chief Executive Officer and        May 13, 2004
James Q. Crowe                      Director

/s/ Charles C. Miller, III          Vice Chairman and                  May 13, 2004
Charles C. Miller, III              Executive Vice President

/s/ Sunit S. Patel                  Group Vice President               May 13, 2004
Sunit S. Patel                      and Chief Financial Officer
                                    (Principal Financial Officer)
/s/ Eric J. Mortensen               Sr. Vice President and Controller  May 13, 2004
Eric J. Mortensen                   (Principal Accounting Officer)

/s/ Mogens C. Bay                   Director                           May 13, 2004
Mogens C. Bay

/s/ Richard R. Jaros                Director                           May 13, 2004
Richard R. Jaros

/s/ Robert E. Julian                Director                           May 13, 2004
Robert E. Julian

/s/ David C. McCourt                Director                           May 13, 2004
David C. McCourt

/s/ Arun Netravali                  Director                           May 13, 2004
Arun Netravali

/s/ John T. Reed                    Director                           May 13, 2004
John T. Reed

/s/ Colin V.K. Williams             Director                           May 13, 2004
Colin V.K. Williams

/s/ Michael Yanney                  Director                           May 13, 2004
Michael Yanney