FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BLOUNT JOHN 		2. Issuer Name and Ticker or Trading Symbol

LEVEL 3 COMMUNICATIONS INC [ LVLT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Regional President, NA
(Last)          (First)          (Middle)

1025 ELDORADO BLVD 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/31/2014
(Street)

BROOMFIELD, CO 80021
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   10/31/2014     A    311549.0000   (1) A $0   (1) 311549.0000   (2) D    
Common Stock   10/31/2014     F    183211.0000   D $46.9100   128338.0000   D    
Common Stock   11/4/2014     S (3)    54610.0000   D (3) $46.5552   (4) 73728.0000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  These securities were issued pursuant to an Agreement and Plan of Merger (the "merger agreement") among the Issuer, Saturn Merger Sub 1, LLC, Saturn Merger Sub 2, LLC and tw telecom inc. dated as June 15, 2014, in a transaction exempt from Section 16(b) pursuant to Rule 16b-3. In accordance with the terms of the merger agreement, Saturn Merger Sub 1, LLC was merged with and into tw telecom inc. (the "merger"), and thereafter, tw telecom inc. merged with and into Saturn Merger Sub 2, LLC, which then changed its name to tw telecom, llc, and tw telecom, llc became a wholly owned subsidiary of the Issuer. Each holder of tw telecom inc. common stock prior to the merger is receiving $10 in cash and 0.7 shares of the Issuer's common stock in exchange for each share of tw telcom inc. common stock held at the effective time of the merger.
( 2)  82,000 shares of Issuer common stock included in this total relate to time-based restricted stock awards ("RSAs") granted to the reporting person by tw telecom inc. in respect of 273,717 tw telecom inc. shares of common stock, which RSAs vested in connection with the closing of the merger, in a transaction exempt from Section 16(b) pursuant to Rule 16b-3. 119,946 shares of Issuer common stock included in this total relate to time-based restricted stock units ("RSUs") granted to the reporting person by tw telecom inc. in respect of 171,351 tw telecom inc. shares of common stock, which RSUs vested in connection with the closing of the merger, in a transaction exempt from Section 16(b) pursuant to Rule 16b-3.
( 3)  The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 18, 2014.
( 4)  This is a weighted average price. The prices actually received ranged from $46.22 to $47.01. The Reporting Person has provided to the issuer and will provide to any security holder or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each price within the range.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BLOUNT JOHN
1025 ELDORADO BLVD
BROOMFIELD, CO 80021

Regional President, NA

Signatures
/s/ Neil J. Eckstein as Attorney in Fact 11/4/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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