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): May 17, 1999


                          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 May 17, 1999,  Level 3  Communications,  Inc. ("Level 3") issued a press
release  relating to the release of an open letter to  stockholders  by James Q.
Crowe, Level 3's President and Chief Executive Officer. The open letter detailed
Mr. Crowe's plan to sell 4,000 shares of Level 3's common stock,  par value $.01
per share,  each day for 250 trading days, for an aggregate of 1,000,000 shares.
This  press  release  is  filed  as  Exhibit  99.1 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  May  17,  1999,  relating to  Open  Letter  to
Stockholders by James Q. Crowe





                                   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.

May 18, 1999                         By: /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Vice President