CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

                                  UNITED STATES

                       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):  February 9, 2007

                          Level 3 Communications, Inc.
             (Exact name of Registrant as specified in its charter)



Delaware                            0-15658                           47-0210602
(State or other                (Commission File                    (IRS employer
jurisdiction of incorporation)      Number)                  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

Private Offering

On February 9, 2007, Level 3 Communications, Inc. ("Level 3") issued a press
release announcing that its wholly owned, first tier subsidiary Level 3
Financing, Inc. agreed to sell $1.0 billion aggregate principal amount of senior
notes - $300 million aggregate principal amount of Floating Rate Senior Notes
due 2015 and $700 million aggregate principal amount of 8.75% Senior Notes due
2017 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 2015 have an interest rate equal to the six month London Interbank Offered
Rate, or LIBOR, which will be reset semi-annually, plus 3.75%.

The press release is filed as Exhibit 99.1 to this Current Report and is
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 February 9, 2007, relating to the launching 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, hereunto duly authorized.

                                         Level 3 Communications, Inc.

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

Date:  February 12, 2007



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