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 1, 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 5.  Other Events and Regulation FD Disclosures

     Effective   October  1,   2002,   the  Board  of   Directors   of  Level  3
Communications,  Inc. ("Level 3") modified the members of the audit committee of
that  Board.  The  members  of the audit  committee  are now:  Robert E.  Julian
(Chairman); Richard R. Jaros; and David C. McCourt.

                                   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 4, 2002                      By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Vice President