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): November 23, 1998

                          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.)

3555 Farnam Street, Omaha, Nebraska                          68131
(Address of principal executive offices)                     (Zip code)

                                                             402-536-3677
               (Registrant's telephone number including area code)

                                 Not applicable
         (Former name and former address, if changed since last report)







Item 5.  Other Events

          On November 23, 1998, Level 3 Communications,  Inc. ("Level 3") issued
a press release  relating to the proposed  offering of its Senior Discount Notes
Due 2008 in a transaction that is exempt from registration  under the Securities
Act of 1933, as amended (the "Securities Act"). As required by Rule 135(c) under
the Securities  Act, this press release is filed as Exhibit 99.1 to this Current
Report and incorporated by reference as if set forth in full.

         On December  2, 1998,  Level 3 issued a press  release  relating to the
closing of its offering of Senior Discount Notes Due 2008 in a transaction  that
is exempt from  registration  under the  Securities Act of 1933, as amended (the
"Securities  Act").  As required by Rule 135(c) under the  Securities  Act, this
press release is filed as Exhibit 99.2 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

     99.1 Press Release dated November 23, 1998 related to proposed  offering of
Senior Discount Notes Due 2008.

     99.2 Press Release dated December 2, 1998 related to closing of offering of
10 1/2% Senior Discount Notes Due 2008.





                                   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.

December 2, 1998                     By:    /s/  Neil J. Eckstein               
Date                                     Neil J. Eckstein, Vice President