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.
                              1995 STOCK PLAN
                          (Full title of the plan)

                          Matthew J. Johnson, 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
                            Amount		    Offering		 Maximum   	Amount of
Title of Securities			      to be		     Price Per 	Offering	 	Registration
to be Registered		        		Registered1	Share2	    Price3		   Fee
__________________________________________________________________________

Common Stock, par value 
$.01 per share 
("Common Stock")            425,000      $3.51    $1,491,750    $448


1  Represents the shares of Common Stock issuable pursuant to the Level 3
Communications, Inc. (the "Company") 1995 Stock Plan, as amended April 1,
1998 (the "Plan"), to holders of options to acquire common stock of
XCOM Technologies, Inc., which was acquired by the Company on April 24, 1998.

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)	The description of the Company's Common 
Stock contained in the Company's Registration 
Statement on Form S-4 filed November 10, 1997 (SEC 
File No. 333-34627).

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 securities offered by this 
Prospectus have been passed upon for the Company by 
Matthew J. Johnson, Vice President-Corporate Legal of 
the Company.  Mr. Johnson owns shares of the Company's 
Common Stock, and 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 filed as a part of this Registration 
Statement are listed below.  Exhibits incorporated by 
reference are indicated in parentheses.

Exhibit
Number 	  Description

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

4.3		     By-laws (Exhibit 3.4 to the 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.

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

23.1		    Consent of Coopers & Lybrand L.L.P.

23.2		    Consent of Coopers & Lybrand L.L.P.

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 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)	The undersigned registrant hereby undertakes to 
deliver or cause to be delivered with the prospectus, 
to each person to whom the prospectus is sent or given, 
the latest annual report to security holders that is 
incorporated by reference in the prospectus and 
furnished pursuant to and meeting the requirements of 
Rule 14a-3 or Rule 14c-3 under the Securities Exchange 
Act of 1934; and, where interim financial information 
required to be presented by Article 3 of Regulation S-X 
is not set forth in the prospectus, to deliver, or 
cause to be delivered to each person to whom the 
prospectus is sent or given, the latest quarterly 
report that is specifically incorporated by reference 
in the prospectus to provide such interim financial 
information.

(d)	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 
Terrence J. Ferguson, 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 14th day of May, 
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 14th day of 
May, 1998. 


/s/ James Q. Crowe		       	  		Chairman of the Board and President
James Q. Crowe             					(Director and Principal Executive Officer)

/s/ R. Douglas Bradbury         	Chief Financial Officer
R. Douglas Bradbury				         	(Director and Principal Financial Officer)

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

/s/ Walter Scott, Jr.		       			/s/ Robert B. Daugherty			
Walter Scott, Jr., Director			 		Robert B. Daugherty, Director

/s/ William L. Grewcock     					Charles M. Harper			
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	        				/s/ Kenneth E. Stinson 			
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						
			

4.4		     Level 3 Communications, Inc. 1995 Class D 
          Stock Plan (as amended April 1, 1998)

5		       Legal opinion of Matthew J. Johnson, Esq.

23.1		    Consent of Coopers & Lybrand L.L.P.

23.2		    Consent of Coopers & Lybrand L.L.P.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13030}]
{"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": "333-52697", "film-number": "98621411"}, "business-address": {"street1": "3555 FARNAM STREET", "street2": "14TH FLOOR", "city": "OMAHA", "state": "NE", "zip": "68131", "phone": "4023422052"}, "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.
                              1995 STOCK PLAN
                          (Full title of the plan)

                          Matthew J. Johnson, 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
                            Amount		    Offering		 Maximum   	Amount of
Title of Securities			      to be		     Price Per 	Offering	 	Registration
to be Registered		        		Registered1	Share2	    Price3		   Fee
__________________________________________________________________________

Common Stock, par value 
$.01 per share 
("Common Stock")            425,000      $3.51    $1,491,750    $448

1  Represents the shares of Common Stock issuable pursuant to the Level 3
Communications, Inc. (the "Company") 1995 Stock Plan, as amended April 1,
1998 (the "Plan"), to holders of options to acquire common stock of
XCOM Technologies, Inc., which was acquired by the Company on April 24, 1998.

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)	The description of the Company's Common 
Stock contained in the Company's Registration 
Statement on Form S-4 filed November 10, 1997 (SEC 
File No. 333-34627).

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 securities offered by this 
Prospectus have been passed upon for the Company by 
Matthew J. Johnson, Vice President-Corporate Legal of 
the Company.  Mr. Johnson owns shares of the Company's 
Common Stock, and 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 filed as a part of this Registration 
Statement are listed below.  Exhibits incorporated by 
reference are indicated in parentheses.

Exhibit
Number 	  Description

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

4.3		     By-laws (Exhibit 3.4 to the 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.

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

23.1		    Consent of Coopers & Lybrand L.L.P.

23.2		    Consent of Coopers & Lybrand L.L.P.

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 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)	The undersigned registrant hereby undertakes to 
deliver or cause to be delivered with the prospectus, 
to each person to whom the prospectus is sent or given, 
the latest annual report to security holders that is 
incorporated by reference in the prospectus and 
furnished pursuant to and meeting the requirements of 
Rule 14a-3 or Rule 14c-3 under the Securities Exchange 
Act of 1934; and, where interim financial information 
required to be presented by Article 3 of Regulation S-X 
is not set forth in the prospectus, to deliver, or 
cause to be delivered to each person to whom the 
prospectus is sent or given, the latest quarterly 
report that is specifically incorporated by reference 
in the prospectus to provide such interim financial 
information.

(d)	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 
Terrence J. Ferguson, 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 14th day of May, 
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 14th day of 
May, 1998. 

/s/ James Q. Crowe		       	  		Chairman of the Board and President
James Q. Crowe             					(Director and Principal Executive Officer)

/s/ R. Douglas Bradbury         	Chief Financial Officer
R. Douglas Bradbury				         	(Director and Principal Financial Officer)

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

/s/ Walter Scott, Jr.		       			/s/ Robert B. Daugherty			
Walter Scott, Jr., Director			 		Robert B. Daugherty, Director

/s/ William L. Grewcock     					Charles M. Harper			
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	        				/s/ Kenneth E. Stinson 			
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						
			

4.4		     Level 3 Communications, Inc. 1995 Class D 
          Stock Plan (as amended April 1, 1998)

5		       Legal opinion of Matthew J. Johnson, Esq.

23.1		    Consent of Coopers & Lybrand L.L.P.

23.2		    Consent of Coopers & Lybrand L.L.P.