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):  May 2, 2002

                          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  May 2,  2002,  relating  to  execution  of
               definitive agreement to acquire Software Spectrum, Inc.

Item 9.  Regulation FD Disclosure

     On May 2, 2002,  Level 3  Communications,  Inc.  ("Level 3") issued a press
release  relating to the execution of a definitive  agreement for a wholly owned
subsidiary of Level 3 to acquire Software Spectrum,  Inc., a provider,  marketer
and reseller of business  software.  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.



May 2, 2002               By:    /s/ Neil J. Eckstein
Date                      Neil J. Eckstein, Vice President