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):  November 7, 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 Disclosure

     In its press release  issued on October 30, 2002,  Level 3  Communications,
Inc. (the  "Company")  reported that in light of the requirement for accelerated
reporting of insider transactions contained in Sarbanes-Oxley and the Securities
and  Exchange  Commission's  revised  rules,  at  the  November  2002  regularly
scheduled  meeting of the Company's  Board of Directors,  the Board of Directors
will consider a proposal to conform the Company's  securities sale  announcement
policy to the requirement for accelerated reporting. On November 7, 2002, at its
regularly scheduled meeting, the Board approved this proposal.  As a result, the
Company will no longer report "Executive  Officer's Intended Transfer of Company
Securities" as part of its quarterly or annual earnings  releases,  and officers
and directors will disclose reportable  transactions in the Company's securities
in a manner that is consistent with then current reporting requirements.

     The Compensation Committee of the Board of Directors has clarified that the
restrictions  on Colin  V.K.  Williams' ability to  exercise  the OSOs or C-OSOs
granted to Mr.  Williams  during 2001 and the first  quarter of 2002 permit the
exercise of these OSOs and C-OSOs up to an aggregate of 275,000  shares of Level
3 common stock, par value $.01 per share.







                                   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.



November 8, 2002                     By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Vice President