Initial Statement of Beneficial Ownership

FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CLEMINS ARCHIE

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/4/2011 

3. Issuer Name and Ticker or Trading Symbol

LEVEL 3 COMMUNICATIONS INC [LVLT]

(Last)        (First)        (Middle)

C/O LEVEL 3 COMMUNICATIONS, INC., 1025 ELDORADO BLVD.

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

BROOMFIELD, CO 80021       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CLEMINS ARCHIE
C/O LEVEL 3 COMMUNICATIONS, INC.
1025 ELDORADO BLVD.
BROOMFIELD, CO 80021 		X



Signatures
/s/ Neil J. Eckstein as Attorney in Fact 10/6/2011
** 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 5(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. 

Power of Attorney
      I, Archie Clemins, Director, of Level 3 Communications, Inc. (the 'Company'), hereby designate any and all of Thomas C. Stortz, John M. Ryan and Neil J. Eckstein as my agents and attorneys in fact, with full power of substitution, to:
 
a) prepare and sign on my behalf any Form 3, Form 4 or Form 5 with  respect to the Company under Section 16 of the Securities Exchange Act of 1934;
b) prepare and sign on my behalf  any Form 144  Notice with respect to the Company under the Securities Act of 1933, as amended;
c) file those forms with the Securities Exchange Commission and with any other regulatory  authority or stock exchange with which those forms are required to be filed; and
d) take any other action necessary, proper or legally required in connection with the foregoing actions.
      This power of attorney will remain in effect for so long as I am subject to the foregoing filing requirements with respect to the Company, unless revoked by me in a written notice delivered to the Company.  I hereby acknowledge that neither my attorneys in fact nor the Company are assuming my obligation to file any of those forms on my behalf, or will have any liability to me for failures to file or inaccuracies in those forms.
      IN WITNESS WHEREOF, I have signed this Power of Attorney as of September 27, 2011.
/s/ Archie Clemins
Name: Archie Clemins