On May 9, 2008, the Financial Accounting Standards Board ("FASB") issued FASB Staff Position ("FSP") No. APB 14-1, "Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1"), which requires issuers of a certain type of convertible debt to separately account for the debt and equity components of the convertible debt in a way that reflects the issuer's borrowing rate at the date of issuance for similar debt instruments without the conversion feature.

As the Company previously disclosed in its earnings releases dated February 11, 2009 and April 28, 2009, and in the Company's quarterly report on Form 10-Q filed on May 8, 2009, FSP APB 14-1 applies to two convertible debt issuances of Level 3 Communications, Inc. ("Level 3"), the 5.25% Convertible Senior Notes due 2011 and the 3.5% Convertible Senior Notes due 2012. FSP APB 14-1 became effective for Level 3 on January 1, 2009 and requires retrospective application. This Form 8-K is being filed to revise the audited consolidated financial statements of Level 3 as of December 31, 2008 and 2007 and for each of the years in the three-year period ended December 31, 2008 to reflect the retrospective application of FSP APB 14-1.

(a) Financial Statements of Business Acquired None

(b) Pro Forma Financial Information None

(c) Shell Company Transactions None

(d) Exhibits The following exhibits are being filed herewith.

      Exhibit
      Number                             Description

       23.1     Consent of KPMG LLP

99.1 Level 3 Communications, Inc. Consolidated Financial Statements