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):  March 10, 2006

                          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)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[    ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[    ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[    ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[    ]  Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))





Item 8.01.  Other Events

On March 10, 2006,  Level 3 issued a press  release  announcing  that its wholly
owned,  first tier subsidiary  Level 3 Financing,  Inc., has agreed to sell $400
million  aggregate  principal  amount of senior notes - $150  million  aggregate
principal  amount  of  Floating  Rate  Senior  Notes  due 2011 and $250  million
aggregate  principal  amount  of  12.25%  Senior  Notes  due 2013 - in a private
offering to "qualified  institutional  buyers" as defined in Rule 144A under the
Securities  Act of 1933 and outside the United  States under  Regulation S under
the  Securities  Act of 1933.  The  Floating  Rate Senior Notes due 2011 have an
initial interest rate equal to the six month London  Interbank  Offered Rate, or
LIBOR, plus 6.375%, which will be reset semi-annually.  The Floating Rate Senior
Notes due 2011 were priced at 96.782% of par,  and the 12.25%  Senior  Notes due
2013 were priced at 96.618% of par.  This press release is filed as Exhibit 99.1
to this Current Report and incorporated by reference as if set forth in full.

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Item 9.01  Financial Statements and Exhibits

(a)     Financial Statements of business acquired

        None

(b)     Pro forma financial information

        None

(c)     Shell company transactions

        None

(d)     Exhibits


99.1 Press Release dated March 10, 2006,  relating to the pricing of the private
     offering of senior notes by Level 3 Financing, Inc.


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                                   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.



March 10, 2006                             By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Senior Vice President


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