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 of incorporation)                                        (I.R.S. Employer
                                                             Identification No.)
3555 Farnam Street
Omaha, Nebraska                                                            68131
(Address of principal                                                 (Zip code)
 executive offices)

                       LEVEL 3 COMMUNICATIONS, INC./GEONET
                                   STOCK PLAN
                            (Full title of the plan)

                             Thomas C. Stortz, Esq.
                          Level 3 Communications, Inc.
                               3555 Farnam Street
                              Omaha, Nebraska 68131
                                 (402) 536-3613
                       (Name, address and telephone number
                              of agent for service)



<TABLE>

                                                    Calculation of Registration Fee
<CAPTION>

                                                    Proposed Maximum       Proposed Maximum
 Title of Securities to       Amount to be         Offering Price Per     Aggregate Offering          Amount of
     be Registered            Registered1               Share2                  Price3             Registration Fee
------------------------     --------------        -------------------    -------------------      -----------------
<S>                          <C>                   <C>                    <C>                      <C>
Common Stock, par value
$.01 per share ("Common
Stock")                             85,783          $0.897 to $34.686            $141,775.76                 $39.41



<FN>
1    Represents  the shares of Common  Stock  issuable  pursuant  to the Level 3
     Communications,  Inc./GeoNet Stock Plan (the "Plan"), to holders of options
     to acquire common stock of GeoNet Communications,  Inc., which was acquired
     by the Company on September 30, 1998. Each share of Common Stock includes a
     right to purchase  certain  shares of Preferred  Stock which,  prior to the
     occurrence  of  certain  events,  will  not  be  exercisable  or  evidenced
     separately from the Common Stock. 

2    Calculated pursuant to Rule 457(h) under the Act.
                                        
3    Calculated pursuant to Rule 457(h) under the Act.
</FN>

</TABLE>
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Items 1 and 2.

     The information  furnished to participants is not required to be filed with
this registration statement.
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Certain Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
by the Company are incorporated by reference in this registration statement:

     (a) The  Company's  annual  report on Form 10-K for the  fiscal  year ended
December 27, 1997, as amended by Form 10-K/A amendments filed April 23, 1998 and
April 27, 1998.

     (b) All other  reports  filed  pursuant to  Sections  13(a) or 15(d) of the
Securities Exchange Act of 1934 since December 28, 1997.

     (c)  Registration  Statements  on Forms 8-A/A filed March 31, 1998 and June
10, 1998.

All documents filed hereafter by the Company pursuant to Sections 13(a),  13(c),
14 or 15(d) of the  Securities  Exchange  Act of 1934,  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining  unsold,  will be deemed
to be incorporated by reference in this registration  statement and to be a part
hereof from the date of filing of such documents.


Item 4.  Description of Securities

         Inapplicable.


Item 5.  Interests of Named Experts and Counsel

         Inapplicable.


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  Company'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 Company to maintain  insurance on behalf of officers and  directors
against  liabilities  incurred  while  acting in such  capacities.  The  Company
maintains such insurance.


Item 7.  Exemption from Registration Claimed

         Inapplicable.


Item 8.  Exhibits

     Exhibits filed as a part of this  Registration  Statement are listed below.
Exhibits incorporated by reference are indicated in parentheses.

Exhibit
No.  Description

4.1  Restated Certificate of Incorporation  (Exhibit 3.1 to the Company's Report
     on Form 8-A dated March 31, 1998).

4.2  By-laws (Exhibit 3.4 to the Report on Form 8-A dated March 31, 1998).

5    Opinion of Neil J. Eckstein,  with respect to legality of securities  being
     registered.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of PricewaterhouseCoopers LLP.

23.3 Consent of Counsel (included in Exhibit 5).

24   Power  of  Attorney  (set  forth  in  signature  page to this  Registration
     Statement).


Item 9.  Undertakings

(a)  The undersigned registrant hereby undertakes:

         (1) 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;
                           and

                           (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  (a)(1)(i) and  (a)(1)(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.

                  (2) 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,
         and the offering of such  securities at that time shall be deemed to be
         the initial bona fide offering.

                  (3) 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.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 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  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.



<PAGE>


                                POWER OF ATTORNEY

         Each of the  undersigned  officers and directors of the Company  hereby
severally constitutes and appoints Thomas Stortz, Matthew J. Johnson and Neil J.
Eckstein,  and each of them,  their  true and lawful  attorneys-in-fact  for the
undersigned, in any and all capacities, each with full power of substitution, to
sign  any  and  all  amendments  to  this  Registration   Statement   (including
post-effective amendments), and to file the same with exhibits thereto and other
documents in  connection  therewith,  with the  Commission,  granting  unto said
attorneys-in-fact,  and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact,  or
any of them, may lawfully do or cause to be done by virtue hereof.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant  certifies it has reasonable grounds to believe that it meets all 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 Omaha, State of Nebraska on the 4th day of December,
1998.

                                               LEVEL 3 COMMUNICATIONS, INC.

                                               By:      /s/ James Q. Crowe
                                                            James Q. Crowe
                                                            President

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities indicated as of the 4th day of December, 1998.


/s/ James Q. Crowe                       President and Director
    James Q. Crowe                       (Principal Executive Officer)


/s/ R. Douglas Bradbury                  Executive Vice President 
    R. Douglas Bradbury                  and Director   
                                         (Principal Financial Officer)   

/s/ Eric J. Mortensen                    Controller
    Eric J. Mortensen                    (Principal Accounting Officer)


/s/ Walter Scott, Jr.                    Chairman of the Board
    Walter Scott, Jr.


/s/ William L. Grewcock                       
    William L. Grewcock, Director        Charles M. Harper, Director


/s/ Richard R. Jaros                     /s/ Robert E. Julian               
    Richard R. Jaros, Director           Robert E. Julian, Director


/s/ David C. McCourt                        
    David C. McCourt, Director           Kenneth E. Stinson, Director


/s/ Michael B. Yanney              
    Michael B. Yanney, Director



<PAGE>



                          LEVEL 3 COMMUNICATIONS, INC.

                                INDEX TO EXHIBITS



Exhibit
No.  Description of Exhibit

4.1  Restated Certificate of Incorporation  (Exhibit 3.1 to the Company's Report
     on Form 8-A dated March 31, 1998).

4.2  By-laws (Exhibit 3.4 to the Report on Form 8-A dated March 31, 1998).

5    Opinion of Neil J. Eckstein,  with respect to legality of securities  being
     registered.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of PricewaterhouseCoopers LLP.

23.3 Consent of Counsel (included in Exhibit 5).

24   Power  of  Attorney  (set  forth  in  signature  page to this  Registration
     Statement).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 13622}]
{"company-data": {"conformed-name": "LEVEL 3 COMMUNICATIONS INC", "cik": "0000794323", "assigned-sic": "1600", "irs-number": "470210602", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68447", "film-number": "98764563"}, "business-address": {"street1": "3555 FARNAM STREET", "street2": "14TH FLOOR", "city": "OMAHA", "state": "NE", "zip": "68131", "phone": "4025363677"}, "mail-address": {"street1": "1000 KIEWIT PLAZA", "street2": "14TH FL", "city": "OMAHA", "state": "NE", "zip": "68131"}, "former-company": {"former-conformed-name": "KIEWIT PETER SONS INC", "date-changed": "19920703"}}
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 of incorporation)                                        (I.R.S. Employer
                                                             Identification No.)
3555 Farnam Street
Omaha, Nebraska                                                            68131
(Address of principal                                                 (Zip code)
 executive offices)

                       LEVEL 3 COMMUNICATIONS, INC./GEONET
                                   STOCK PLAN
                            (Full title of the plan)

                             Thomas C. Stortz, Esq.
                          Level 3 Communications, Inc.
                               3555 Farnam Street
                              Omaha, Nebraska 68131
                                 (402) 536-3613
                       (Name, address and telephone number
                              of agent for service)

                                                    Calculation of Registration Fee
Proposed Maximum       Proposed Maximum
 Title of Securities to       Amount to be         Offering Price Per     Aggregate Offering          Amount of
     be Registered            Registered1               Share2                  Price3             Registration Fee
------------------------     --------------        -------------------    -------------------      -----------------
Common Stock, par value
$.01 per share ("Common
Stock")                             85,783          $0.897 to $34.686            $141,775.76                 $39.41
1    Represents  the shares of Common  Stock  issuable  pursuant  to the Level 3
     Communications,  Inc./GeoNet Stock Plan (the "Plan"), to holders of options
     to acquire common stock of GeoNet Communications,  Inc., which was acquired
     by the Company on September 30, 1998. Each share of Common Stock includes a
     right to purchase  certain  shares of Preferred  Stock which,  prior to the
     occurrence  of  certain  events,  will  not  be  exercisable  or  evidenced
     separately from the Common Stock. 

2    Calculated pursuant to Rule 457(h) under the Act.
                                        
3    Calculated pursuant to Rule 457(h) under the Act.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2.

     The information  furnished to participants is not required to be filed with
this registration statement.
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
by the Company are incorporated by reference in this registration statement:

     (a) The  Company's  annual  report on Form 10-K for the  fiscal  year ended
December 27, 1997, as amended by Form 10-K/A amendments filed April 23, 1998 and
April 27, 1998.

     (b) All other  reports  filed  pursuant to  Sections  13(a) or 15(d) of the
Securities Exchange Act of 1934 since December 28, 1997.

     (c)  Registration  Statements  on Forms 8-A/A filed March 31, 1998 and June
10, 1998.

All documents filed hereafter by the Company pursuant to Sections 13(a),  13(c),
14 or 15(d) of the  Securities  Exchange  Act of 1934,  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining  unsold,  will be deemed
to be incorporated by reference in this registration  statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel

         Inapplicable.

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  Company'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 Company to maintain  insurance on behalf of officers and  directors
against  liabilities  incurred  while  acting in such  capacities.  The  Company
maintains such insurance.

Item 7.  Exemption from Registration Claimed

         Inapplicable.

Item 8.  Exhibits

     Exhibits filed as a part of this  Registration  Statement are listed below.
Exhibits incorporated by reference are indicated in parentheses.

Exhibit
No.  Description

4.1  Restated Certificate of Incorporation  (Exhibit 3.1 to the Company's Report
     on Form 8-A dated March 31, 1998).

4.2  By-laws (Exhibit 3.4 to the Report on Form 8-A dated March 31, 1998).

5    Opinion of Neil J. Eckstein,  with respect to legality of securities  being
     registered.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of PricewaterhouseCoopers LLP.

23.3 Consent of Counsel (included in Exhibit 5).

24   Power  of  Attorney  (set  forth  in  signature  page to this  Registration
     Statement).

Item 9.  Undertakings

(a)  The undersigned registrant hereby undertakes:

         (1) 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;
                           and

                           (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  (a)(1)(i) and  (a)(1)(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.

                  (2) 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,
         and the offering of such  securities at that time shall be deemed to be
         the initial bona fide offering.

                  (3) 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.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 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  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
POWER OF ATTORNEY

         Each of the  undersigned  officers and directors of the Company  hereby
severally constitutes and appoints Thomas Stortz, Matthew J. Johnson and Neil J.
Eckstein,  and each of them,  their  true and lawful  attorneys-in-fact  for the
undersigned, in any and all capacities, each with full power of substitution, to
sign  any  and  all  amendments  to  this  Registration   Statement   (including
post-effective amendments), and to file the same with exhibits thereto and other
documents in  connection  therewith,  with the  Commission,  granting  unto said
attorneys-in-fact,  and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact,  or
any of them, may lawfully do or cause to be done by virtue hereof.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant  certifies it has reasonable grounds to believe that it meets all 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 Omaha, State of Nebraska on the 4th day of December,
1998.

                                               LEVEL 3 COMMUNICATIONS, INC.

                                               By:      /s/ James Q. Crowe
                                                            James Q. Crowe
                                                            President

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities indicated as of the 4th day of December, 1998.

/s/ James Q. Crowe                       President and Director
    James Q. Crowe                       (Principal Executive Officer)

/s/ R. Douglas Bradbury                  Executive Vice President 
    R. Douglas Bradbury                  and Director   
                                         (Principal Financial Officer)   

/s/ Eric J. Mortensen                    Controller
    Eric J. Mortensen                    (Principal Accounting Officer)

/s/ Walter Scott, Jr.                    Chairman of the Board
    Walter Scott, Jr.

/s/ William L. Grewcock                       
    William L. Grewcock, Director        Charles M. Harper, Director

/s/ Richard R. Jaros                     /s/ Robert E. Julian               
    Richard R. Jaros, Director           Robert E. Julian, Director

/s/ David C. McCourt                        
    David C. McCourt, Director           Kenneth E. Stinson, Director

/s/ Michael B. Yanney              
    Michael B. Yanney, Director
LEVEL 3 COMMUNICATIONS, INC.

                                INDEX TO EXHIBITS

Exhibit
No.  Description of Exhibit

4.1  Restated Certificate of Incorporation  (Exhibit 3.1 to the Company's Report
     on Form 8-A dated March 31, 1998).

4.2  By-laws (Exhibit 3.4 to the Report on Form 8-A dated March 31, 1998).

5    Opinion of Neil J. Eckstein,  with respect to legality of securities  being
     registered.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of PricewaterhouseCoopers LLP.

23.3 Consent of Counsel (included in Exhibit 5).

24   Power  of  Attorney  (set  forth  in  signature  page to this  Registration
     Statement).