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):  July 26, 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

Level 3 Communications, Inc. ("Level 3") announced today that it has amended its
credit  agreement  to  permit  Level 3 to  acquire  certain  of its  outstanding
indebtedness  in exchange for shares of common stock.  Level 3 is aware that the
various  issuances of its  outstanding  senior notes,  senior discount notes and
convertible  subordinated  notes are  currently  trading at  discounts  to their
respective  face or accreted  amounts.  In order to reduce  future cash interest
payments,  as well as future amounts due at maturity,  Level 3 or its affiliates
may,  from  time to time,  exchange  shares  of Level 3 common  stock  for these
outstanding  debt  securities  pursuant  to the  exemption  provided  by Section
3(a)(9) of the Securities  Act of 1933, as amended,  in open market or privately
negotiated transactions. Level 3 will evaluate any such transactions in light of
then existing market conditions.  The amounts involved in any such transactions,
individually or in the aggregate, may be material.

On July  26,  2001,  Level 3  issued  a press  release  relating  to the  credit
agreement amendment. 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 July 26, 2001 Press Release relating to the credit agreement amendment.




                                   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.

July 26, 2001                        By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Vice President