Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * MOONEY KEVIN W	2. Issuer Name and Ticker or Trading Symbol LEVEL 3 COMMUNICATIONS INC [ LVLT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(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		63170.0000   (1)	A	$0   (1)	63170.0000   (2)	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)	43,515 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 62,163 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. 19,655 shares of Issuer common stock included in this total relate to vested non-qualified stock options ("NQSOs") granted to the reporting person by tw telecom inc. in respect of 37,000 shares of tw telecom inc. shares of common stock, which NQSOs vested in connection with the closing of the merger, in a transaction exempt from Section 16(b) pursuant to Rule 16b-3.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MOONEY KEVIN W 1025 ELDORADO BLVD BROOMFIELD, CO 80021	X

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.
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