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):  October 25, 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 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  October 25, 2001,  relating to revised  financial
projections.

Item 9.  Regulation FD Disclosure

     On October 25,  2001,  Level 3  Communications,  Inc.  ("Level 3") issued a
press  release  relating to, among other things,  third  quarter 2001  financial
results and proposed cost management initiatives. This press release is filed as
Exhibit  99.1 to this  Current  Report and  incorporated  by reference as if set
forth in full.  The  furnishing  of this  information  shall  not be  deemed  an
admission  as to the  materiality  of the  information  included in this Current
Report.  This  information is not filed but is furnished  pursuant to Regulation
FD.







                                   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.

October 25, 2001                     By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Vice President