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):  April 30, 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 1.01 Entry into a Material Definitive Agreement

On April 30, 2006, Level 3 Communications, Inc. ("Level 3") entered into a
definitive Agreement and Plan of Merger by and among Level 3, Eldorado
Acquisition Three, LLC, a wholly owned subsidiary of Level 3, and TelCove, Inc.,
a Delaware Corporation ("TelCove") (the "Definitive Agreement") pursuant to
which TelCove will merge with and into Eldorado Acquisition Three, LLC, with
Eldorado Acquisition Three, LLC continuing as the surviving entity.

Under the terms of the Definitive Agreement, Level 3 will pay total
consideration of $1.2375 billion, consisting of $637 million in shares of Level
3 common stock, $445 million in cash and $155.5 million in assumed debt. The
number of shares of Level 3's common stock to be delivered at closing will be
determined by dividing $637 million by Level 3's volume-weighted average share
price for the ten trading days ending on the trading day immediately preceding
the third trading day prior to closing, but in no event will the number of
shares that Level 3 is required to deliver at closing be greater than
approximately 166 million shares or less than approximately 111 million shares.

Closing is subject to customary conditions, including receipt of applicable
state and federal regulatory approvals and the effectiveness of a registration
statement on Form S-4 in connection with the registration under the Securities
Act of 1933, as amended, of the Level 3 common stock to be issued in the merger,
and is also subject to approval of an increase in the number of authorized
shares of Level 3's common stock by the stockholders of Level 3, which is
scheduled to occur at Level 3's annual stockholder meeting on May 15, 2006 (or
adjournments thereof). The holders of more than a majority of TelCove's stock
have irrevocably approved the merger and therefore the merger is not subject to
any additional approvals by TelCove's security holders. Closing is expected to
occur in the third quarter of 2006.

The Definitive Agreement contains customary representations, warranties and
covenants for a transaction of this type.

The descriptions of the terms of the Definitive Agreement are qualified in their
entirety by reference to the copy of the Definitive Agreement filed as Exhibit
10.1 to this Form 8-K, which is incorporated by reference as if set forth in
full.

Item 8.01  Other Events

On May 1, 2006, Level 3 issued a press release announcing that it has signed a
definitive agreement to acquire TelCove. A copy of the press release is filed as
Exhibit 99.1 to this Form 8-K.



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

10.1 Agreement and Plan of Merger by and among Level 3 Communications, Inc.,
     Eldorado Acquisition Three, LLC and TelCove, Inc. dated as of April 30,
     2006.

99.1 Press Release dated May 1, 2006, of Level 3 Communications, Inc. relating
     to the signing of a definitive agreement to acquire TelCove, Inc.








                                   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, hereunto duly authorized.

                                           Level 3 Communications, Inc.



May 3, 2006                                 By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Senior Vice President