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 30, 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

     On December 30, 2002, Level 3 Communications,  Inc. ("Level 3") and Genuity
Inc.  executed an  amendment to the parties'  definitive  agreement  pursuant to
which   Level  3  will   acquire   substantially   all  of  the  assets  of  the
Massachusetts-based  communications  company  (the  "Purchase  Agreement").  The
parties  amended certain  provisions of, and certain  exhibits and schedules to,
the Purchase Agreement and waived certain provisions of the Purchase  Agreement,
and consented to certain deviations therefrom.

Item 7.  Financial Statements and Exhibits

          (a)  Financial Statements of business acquired

               None

          (b)  Pro forma financial information

               None

          (c)  Exhibits

          10.1 Amendment,  Consent and Waiver dated as of December 30, 2002, but
               effective  as of  November  27,  2002,  entered  into by  Level 3
               Communications,   Inc.,   a   Delaware   corporation,   Level   3
               Communications,   LLC,  a  Delaware  limited  liability  company,
               Genuity  Inc.,  a  Delaware  corporation  ("Genuity"),   and  the
               subsidiaries of Genuity listed on the signature pages thereto.







                                   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.



January 3, 2003                      By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Vice President