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):  June 18, 2003

                          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 a press release dated June 19, 2003, Level 3  Communications,  Inc. (the
"Registrant")  reported  that all of the holders of the  Registrant's  9% Junior
Convertible Subordinated Notes due 2012 had converted their entire holdings into
shares  of the  Registrant's  common  stock,  par  value  $.01 per  share.  This
conversion  reduces the  Registrant's  long-term  debt by $457  million and will
generate  cash  interest  savings of  approximately  $41  million  per year.  In
connection with the conversion,  the Registrant issued approximately 161 million
shares of its  common  stock,  par value  $.01 per share,  in  aggregate  to the
holders of these notes. Of the original $500 million  issuance,  $43 million had
been previously converted. The approximate 161 million shares being issued under
the transaction  includes a premium of approximately 27 million shares to induce
the  conversion  of the notes at this time.  The  Registrant's  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

4.1  Amendment No. 1 to the Third Supplemental  Indenture,  dated as of June 18,
     2003, by and between the  Registrant  and The Bank of New York as successor
     to IBJ Whitehall Bank & Trust Company, a New York banking  corporation,  as
     Trustee.

99.1 Press  Release  dated  June 19,  2003  relating  to the  conversion  of the
     Registrant's 9% Junior Convertible Subordinated Notes due 2012





                                   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.



June 23, 2003                        By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Senior Vice President