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):  December 19, 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 and Regulation FD Disclosure

     On December 19, 2001,  Level 3  Communications,  Inc.  ("Level 3") issued a
press release  announcing the execution of an agreement with Reach Ltd. relating
to the disposition of Level 3's  operations in Asia. 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  December 19, 2001,  relating to agreement  with
          Reach Ltd.





                                   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.

December 19, 2001                    By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Vice President