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):  June 18, 2001

                          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 June 18, 2001, Level 3  Communications,  Inc. ("Level 3") issued a press
release relating to revised financial  projections.  This press release is filed
as Exhibit 99.1 to this Current Report and  incorporated  by reference as if set
forth in full.

     On June 18, 2001, Level 3  Communications,  Inc. ("Level 3") issued a press
release relating to an open letter to stockholders.  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 June 18,  2001,  relating  to revised  financial
projections.

     99.2  Press  Release  dated  June 18,  2001,  relating  to open  letter  to
stockholders.




                                                              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.

June 18, 2001                        By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Vice President