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 20, 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 3.02.  Unregistered Sales of Equity Securities

On March 20, 2006, the transaction  contemplated by the purchase  agreement (the
"Purchase   Agreement")   among   Level  3   Communications,   LLC   ("Level   3
Communications")  and PT Holding  Company  LLC ("PT  Holding")  and,  solely for
purposes   of   certain   portions   of   the   Purchase   Agreement,   Progress
Telecommunications   Corporation,  EPIK  Communications  Incorporated,   Florida
Progress Corporation,  Odyssey Telecorp,  Inc. and Level 3 Communications,  Inc.
("Level  3"),  was  completed.  Pursuant  to the  Purchase  Agreement,  Level  3
Communications  purchased  from PT Holding all of the  membership  interests  in
Progress  Telecom,  LLC  ("Telecom"),  excluding  certain  specified  assets and
liabilities of Telecom.  Telecom,  a regional wholesale network services company
based in St. Petersburg,  Florida,  and is jointly owned (indirectly  through PT
Holding) by Progress Energy, Inc. and Odyssey Telecorp, Inc.

Under the terms of the agreement, Level 3 Communications delivered to PT Holding
19,695,793  shares of  unregistered  Level 3 common  stock,  par value  $.01 per
share, and paid PT Holding $68.5 million in cash,  subject to adjustments  based
on working capital and other matters.

As specified in the Purchase  Agreement,  Telecom  transferred  certain excluded
assets to PT Holding and PT Holding assumed certain  excluded  liabilities.  The
excluded assets include  Telecom's  wireless tower  attachment  business and its
interests in affiliates  focused on providing  distributed  antennae systems and
tower backhaul services to wireless providers.

The shares of Level 3 common  stock  issued were sold to PT Holding  pursuant to
the exemption from registration  contained in Section 4(2) of the Securities Act
of 1933, as amended.

Pursuant to a registration  rights agreement  entered into by and among Level 3,
PT Holding,  Progress  Telecommunications  Corporation,  Caronet,  Inc. and EPIK
Communications Incorporated, Level 3 will file a registration statement covering
the  shares  issued to PT  Holding  under the  Purchase  Agreement  within  five
business  days of the  closing  and  this  registration  statement  will  become
automatically effective.


Item 8.01.  Other Events

On  March  20,  2006,  Level 3  issued a press  release  announcing  that it has
completed the  acquisition  of all of the membership  interests of Telecom.  The
press release is filed as Exhibit 99.1 to this Form 8-K and incorporated  herein
by reference as if set forth in full.






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 20,  2006,  of Level 3  Communications,  Inc.
     relating to the  completion  of the  acquisition  of all of the  membership
     interests of Progress Telecom LLC.






                                   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 21, 2006                             By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Senior Vice President