Level 3 Communications (LVLT)

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        No matters were submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.

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Part II

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        No matters were submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies
or otherwise.

54

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Part II

Item 4.        Submission of Matters to a Vote of Security Holders

At the annual meeting of stockholders held on May 17, 2005 the following matters were submitted to a vote:

1.                                 Election of three Class II Directors to the Board of Directors of Level 3 for a three-year term until the 2008 Annual Meeting of Stockholders:

2.                                 To approve the granting to the Level 3 Board of Directors discretionary authority to amend our amended and restated Certificate of Incorporation to effect a reverse stock split at one of four ratios:

3.                                 To approve an amendment and restatement of the Level 3 Communications, Inc. Certificate of Incorporation: