SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report(Date of earliest event reported):  February 24, 2000

                          Level 3 Communications, Inc.
             (Exact name of Registrant as specified in its charter)

Delaware                                                     47-0210602
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

1025 Eldorado Blvd., Broomfield, Colorado                    80021
(Address of principal executive offices)                     (Zip code)

                                  720-888-1000
               (Registrant's telephone number including area code)

                                 Not applicable
         (Former name and former address, if changed since last report)







Item 5.  Other Events

     On February 24, 2000,  Level 3  Communications,  Inc.  ("Level 3") issued a
press release  relating to the pricing of its previously  announced  offering of
its dollar  denominated  Senior Notes due 2008, Senior Notes due 2010 and Senior
Discount Notes due 2010 in a transaction that is exempt from registration  under
the Securities Act of 1933, as amended (the  "Securities  Act").  As required by
Rule 135c under the Securities  Act, this press release is filed as Exhibit 99.1
to this Current Report and incorporated by reference as if set forth in full.

     That same press release on February 24, 2000, related to the pricing of the
previously  announced  offering of Level 3's euro  denominated  Senior Notes due
2008 and Senior  Notes due 2010 in a separate  transaction  that is exempt  from
registration  under the  Securities  Act.  As  required  by Rule 135c  under the
Securities  Act,  this press  release is filed as Exhibit  99.1 to this  Current
Report and incorporated by reference as if set forth in full.


Item 7.  Financial Statements and Exhibits

(a)      Financial Statements of business acquired

                  None

(b)      Pro forma financial information

                  None

(c)      Exhibits

                  99.1 Press Release dated February 24, 2000 relating to pricing
                  of the  previously  announced  offering of dollar  denominated
                  Senior  Notes  due  2008,  Senior  Notes  due 2010 and  Senior
                  Discount Notes due 2008 and euro denominated  Senior Notes due
                  2008 and Senior Notes due 2010






                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                     Level 3 Communications, Inc.

February 25, 2000                    By:  /s/ Neil J. Eckstein
- ----------------------                  ------------------------
Date                                     Neil J. Eckstein, Vice President