Securities and Exchange Commission
Washington, D. C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Level 3 Communications, Inc.
Common Stock
CUSIP Number 52729N100
Date of Event Which Requires Filing of this Statement: June 30, 2003
CUSIP No. 52729N100
1) Name of reporting person:
Legg Mason, Inc.
Tax Identification No.:
52-1200960
2) Check the appropriate box if a member of a group:
a) n/a
b) n/a
3) SEC use only
4) Place of organization:
Maryland
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 69,878,286
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 69,878,286
9) Aggregate amount beneficially owned by each reporting person:
69,878,286
10) Check if the aggregate amount in row (9) excludes certain shares:
n/a
11) Percent of class represented by amount in row (9):
11.22%
12) Type of reporting person:
HC, CO
__________________________________________________________________
Item 1a) Name of Issuer:
Level 3 Communications, Inc.
Item 1b) Address of issuer's principal executive offices:
1025 Eldorado Boulevard
Broomfield, CO 80021
Item 2a) Name of person filing:
Legg Mason, Inc.
Item 2b) Address of principal business office:
100 Light Street
Baltimore, MD 21202
Item 2c) Citizenship:
Maryland Corporation
Item 2d) Title of class of securities:
Common Stock
Item 2e) CUSIP number: 52729N100
Item 3) If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) [ ] Broker or dealer under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a) (6) of the Act.
(c) [ ] Insurance Company as defined in Section 3(a) (6) of
the Act.
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to ERISA of 1974 or Endowment Fund; see
240.13d-1(b)(ii)(F).
(g) [ X ] Parent holding company, in accordance with
240.13d-1(b)(ii)(G).
(h) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(H).
Item 4) Ownership:
(a) Amount beneficially owned: 69,878,286
(b) Percent of Class: 11.22%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
- 0 -
(ii) shared power to vote or to direct the vote:
69,878,286
(iii) sole power to dispose or to direct the disposition of:
- 0 -
(iv) shared power to dispose or to direct the disposition of:
69,878,286
Item 5) Ownership of Five Percent or less of a class:
n/a
Item 6) Ownership of more than Five Percent on behalf of another
person:
Various accounts managed by the investment advisory
subsidiaries described in Item 7 have the right to
receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of
shares of Level 3 Communications, Inc.
Accounts managed by LMM LLC, in the aggregate,
have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from
the sale of, 34,923,900 shares, or 5.61%, of the
total shares outstanding of Level 3 Communications,
Inc.
The interest of one account, Legg Mason Opportunity
Trust, a portfolio of Legg Mason Investment
Trust, Inc., an investment company registered under
the Investment Company Act of 1940 and managed by
LMM LLC, amounted to 34,923,900 shares or 5.61% of
the total shares outstanding.
Accounts managed by Legg Mason Funds Management,
Inc., in the aggregate, have the right to receive or
the power to direct the receipt of dividends from,
or the proceeds from the sale of, 32,323,900 shares,
or 5.19%, of the total shares outstanding of Level
3 Communications, Inc.
The interest of one account, Legg Mason Special
Investment Trust, Inc., an investment company
registered under the Investment Company Act of 1940
and managed by Legg Mason Funds Management, Inc.
amounted to 32,323,900 shares or 5.19% of the total
shares outstanding.
Item 7) Identification and classification of the subsidiary which
acquired the security being reported on by the parent
holding company:
Bartlett & Co., investment adviser
Legg Mason Capital Management, Inc., investment
adviser
Legg Mason Funds Management, Inc., investment adviser
LMM LLC, investment adviser
Legg Mason Trust, fsb
Legg Mason Wood Walker, Inc., investment adviser
and broker/dealer with discretion
Perigee Investment Counsel, Inc., investment adviser
Item 8) Identification and classification of members of the group:
n/a
Item 9) Notice of dissolution of group:
n/a
Item 10) Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
Signature
-----------
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
---------------------------
Date - July 10, 2003
Legg Mason, Inc.
By __________________________________________________
Timothy C. Scheve, Sr. Ex. Vice President
Joint Filing Agreement
---------------------------
Each party signing below agrees that this statement is
submitted as a joint filing on behalf of all of the undersigned.
Legg Mason, Inc.
By __________________________________________
Timothy C. Scheve, Sr. Ex. Vice President
LMM LLC
By__________________________________________
Jennifer Murphy, Chief Operations Officer
Legg Mason Opportunity Trust, a portfolio of
Legg Mason Investment Trust, Inc.
By __________________________________________
Marc R. Duffy, Vice President
Legg Mason Funds Management, Inc.
By____________________________________________
Jennifer Murphy, Sr. Vice President
Legg Mason Special Investment Trust, Inc.
By_____________________________________________
Marc R. Duffy, Vice President