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.)
1450 Infinite Drive
Louisville, CO                                                       80027
(Address of principal                                              (Zip code)
 executive offices)

                          LEVEL 3 COMMUNICATIONS, INC.
                                 1995 STOCK PLAN
                            (Full title of the plan)

                             Thomas C. Stortz, Esq.
                          Level 3 Communications, Inc.
                               1450 Infinite Drive
                              Louisville, CO 80027
                                 (303) 926-3037
                       (Name, address and telephone number
                              of agent for service)



                         Calculation of Registration Fee

<TABLE>
<CAPTION>
                                                              Proposed
                                                              Maximum           Proposed
                                            Amount            Offering          Maximum          Amount of
Title of Securities                         to be             Price Per         Offering         Registration
to be Registered                            Registered1       Share2            Price            Fee3
-------------------------------------------------------------------------------------------------------------

<S>                                          <C>           <C>              <C>                  <C>
Common Stock, par value
$.01 per share ("Common Stock")              16,622,768    $0.12 to $84.75  $109,010,636         $30,304.96


<FN>
1    Represents  the shares of Common  Stock  subject to issued but  unexercised
     incentive  and  non-qualified   stock  options  pursuant  to  the  Level  3
     Communications, Inc. (the "Company") 1995 Stock Plan as of April 30, 1999.
</FN>

<FN>
2    Represents  range  of  exercise  prices  of  options  being  registered.
</FN>

<FN>
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
     31, 1998.

(b)  All  other  reports  filed  pursuant  to  Sections  13(a)  or  15(d) of the
     Securities Exchange Act of 1934 since December 31, 1998.

(c)  The  description of the Company's  Common Stock  contained in the Company's
     Registration  Statement  on Form S-3 filed  December 14, 1998 (SEC File No.
     333-68887).

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

     The  legality  of the Common  Stock has been passed upon for the Company by
Matthew J. Johnson, Vice  President-Corporate  Legal of the Company. Mr. Johnson
has been granted options to purchase Common Stock pursuant to the Plan.

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

<PAGE>

     Inapplicable.


Item 8.  Exhibits

     Exhibits  included  as a part of this  Registration  Statement  are  listed
below.

Exhibit
Number   Description

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

4.3  By-laws (Incorporated by reference from Exhibit 3.4 to the Company's Report
     on Form 8-A dated March 31, 1998).

4.4  Level 3  Communications,  Inc. 1995 Class D Stock Plan, as amended April 1,
     1998  (Incorporated by reference from Exhibit 4.4 to the Company's Form S-8
     dated May 14, 1998).

5    Opinion of Matthew J. Johnson, Esq., with respect to legality of securities
     being registered.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of PricewaterhouseCoopers LLP.

23.3 Consent of Arthur Andersen LLP.

23.4 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.


<PAGE>

(2)  That, for the purpose of determining any liability under the 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 issue.



<PAGE>



                                POWER OF ATTORNEY

     Each of the  undersigned  officers  and  directors  of the  Company  hereby
severally  constitutes and appoints  Thomas C. Stortz 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 28th day of May,
1999.

                                       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 28th day of May, 1999.


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

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

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

/s/ Walter Scott, Jr.                           Phillip B. Fletcher
Walter Scott, Jr., Chairman and Director        Phillip B. Fletcher, Director

/s/ William L. Grewcock                         Richard R. Jaros
William L. Grewcock, Director                   Richard R. Jaros, Director

Robert E. Julian                                David C. McCourt
Robert E. Julian, Director                      David C. McCourt, Director

/s/ Kenneth E. Stinson                          /s/Michael B. Yanney
Kenneth E. Stinson, Director                    Michael B. Yanney, Director





<PAGE>






                          LEVEL 3 COMMUNICATIONS, INC.

                                INDEX TO EXHIBITS



Exhibit
No.          Description of Exhibit
5            Legal opinion of Matthew J. Johnson, Esq.

23.1         Consent of PricewaterhouseCoopers LLP

23.2         Consent of PricewaterhouseCoopers LLP

23.3         Consent of Arthur Andersen LLP





<PAGE>
[{"type": "S-8", "sequence": "1", "description": "1995 STOCK PLAN", "secsgml_size_bytes": 13265}]
{"company-data": {"conformed-name": "LEVEL 3 COMMUNICATIONS INC", "cik": "0000794323", "assigned-sic": "3661", "irs-number": "470210602", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79533", "film-number": "99637055"}, "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.)
1450 Infinite Drive
Louisville, CO                                                       80027
(Address of principal                                              (Zip code)
 executive offices)

                          LEVEL 3 COMMUNICATIONS, INC.
                                 1995 STOCK PLAN
                            (Full title of the plan)

                             Thomas C. Stortz, Esq.
                          Level 3 Communications, Inc.
                               1450 Infinite Drive
                              Louisville, CO 80027
                                 (303) 926-3037
                       (Name, address and telephone number
                              of agent for service)

                         Calculation of Registration Fee
Proposed
                                                              Maximum           Proposed
                                            Amount            Offering          Maximum          Amount of
Title of Securities                         to be             Price Per         Offering         Registration
to be Registered                            Registered1       Share2            Price            Fee3
-------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share ("Common Stock")              16,622,768    $0.12 to $84.75  $109,010,636         $30,304.96
1    Represents  the shares of Common  Stock  subject to issued but  unexercised
     incentive  and  non-qualified   stock  options  pursuant  to  the  Level  3
     Communications, Inc. (the "Company") 1995 Stock Plan as of April 30, 1999.
2    Represents  range  of  exercise  prices  of  options  being  registered.
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
     31, 1998.

(b)  All  other  reports  filed  pursuant  to  Sections  13(a)  or  15(d) of the
     Securities Exchange Act of 1934 since December 31, 1998.

(c)  The  description of the Company's  Common Stock  contained in the Company's
     Registration  Statement  on Form S-3 filed  December 14, 1998 (SEC File No.
     333-68887).

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

     The  legality  of the Common  Stock has been passed upon for the Company by
Matthew J. Johnson, Vice  President-Corporate  Legal of the Company. Mr. Johnson
has been granted options to purchase Common Stock pursuant to the Plan.

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  included  as a part of this  Registration  Statement  are  listed
below.

Exhibit
Number   Description

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

4.3  By-laws (Incorporated by reference from Exhibit 3.4 to the Company's Report
     on Form 8-A dated March 31, 1998).

4.4  Level 3  Communications,  Inc. 1995 Class D Stock Plan, as amended April 1,
     1998  (Incorporated by reference from Exhibit 4.4 to the Company's Form S-8
     dated May 14, 1998).

5    Opinion of Matthew J. Johnson, Esq., with respect to legality of securities
     being registered.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of PricewaterhouseCoopers LLP.

23.3 Consent of Arthur Andersen LLP.

23.4 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 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 issue.
POWER OF ATTORNEY

     Each of the  undersigned  officers  and  directors  of the  Company  hereby
severally  constitutes and appoints  Thomas C. Stortz 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 28th day of May,
1999.

                                       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 28th day of May, 1999.

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

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

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

/s/ Walter Scott, Jr.                           Phillip B. Fletcher
Walter Scott, Jr., Chairman and Director        Phillip B. Fletcher, Director

/s/ William L. Grewcock                         Richard R. Jaros
William L. Grewcock, Director                   Richard R. Jaros, Director

Robert E. Julian                                David C. McCourt
Robert E. Julian, Director                      David C. McCourt, Director

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

                                INDEX TO EXHIBITS

Exhibit
No.          Description of Exhibit
5            Legal opinion of Matthew J. Johnson, Esq.

23.1         Consent of PricewaterhouseCoopers LLP

23.2         Consent of PricewaterhouseCoopers LLP

23.3         Consent of Arthur Andersen LLP