10-K/A

                                  FORM 10-K/A-1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)
X      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 ACT OF 1934

For the fiscal year ended December 31, 2000

                                       OR

- -      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934

For the transition period from ________ to ___________

                         Commission file number: 0-15658

                          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 Boulevard, Broomfield, Colorado                      80021
(Address of principal executive offices)                         (Zip code)

                                 (720) 888-1000
               (Registrant's telephone number including area code)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None
           Securities registered pursuant to section 12(g) of the Act:
                     Common Stock, par value $.01 per share
 Rights to Purchase Series A Junior Participating Preferred Stock,
par value $.01 per share

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (Cover continued on next page)




 (Cover continued from prior page)

     Indicate  the  number of  shares  outstanding  of each of the  registrant's
classes of common stock, as of the latest practicable date.

Title                                                        Outstanding
Common Stock, par value $.01 per share       367,802,921 as of February 26, 2001

                       DOCUMENTS INCORPORATED BY REFERENCE

     List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g.,  Part I, Part II,  etc.) into which the document is
incorporated:  (1) Any  annual  report  to  security  holders;  (2) Any proxy or
information  statement;  and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the  Securities Act of 1933.  The listed  documents  should be clearly
described for identification  purposes (e.g.,  annual report to security holders
for fiscal year ended December 24, 1980).

 Portions of the Company's Definitive Proxy Statement for the 2001 Annual
                   Meeting of Stockholders are incorporated by
                    reference into Part III of this Form 10-K

(End of cover)


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Item 8 to the Level 3 Communications,  Inc. (the "Registrant")  Annual Report on
Form 10-K for the year ended December 31, 2000 is hereby amended and restated in
its entirety as set forth below.

Financial  statements  and  supplementary  financial  information  for  Level  3
Communications,  Inc. (f/k/a Peter Kiewit Sons', Inc.) and Subsidiaries begin on
page F-1.

The  financial  statements of an equity method  investee (RCN  Corporation)  are
required by Rule 3.09 and are incorporated by reference from RCN's Form 10-K for
the year ended December 31, 2000, filed under Commission No. 000-22825.




                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934,  the  registrant has duly caused this amended report to be
signed on its behalf by the undersigned,  thereunto duly  authorized,  this 11th
day of April, 2001.

                                                    Level 3 Communications, Inc.

                                                    By:  /s/ Neil J. Eckstein
                                                    Name:  Neil J. Eckstein
                                                    Title:  Vice President

EX-23.1

                                                                    Exhibit 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the incorporation of our
report dated January 24,  2001 on the consolidated financial statements of Level
3 Communications,  Inc. as of December 31, 2000 and 1999 and for the three years
ended December 31, 2000, incorporated by reference in this Annual Report on Form
10-K/A-1,  into Level 3  Communications,  Inc.'s  previously filed  Registration
Statements  on  Forms  S-3  (File  Nos.  333-53914,   333-91899,  333-68887  and
333-71713)  and  on  Forms  S-8  (File  Nos.  333-79533,  333-42465,  333-68447,
333-58691 and 333-52697).

/s/ Arthur Andersen LLP

Denver, Colorado
April 10, 2001

EX-23.2

                                                                    Exhibit 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statements on Form S-3 (No. 333-53914,  333-91899,  333-68887 and 333-71713) and
on Form S-8 (No. 333-79533,  333-42465,  333-68447,  333-58691 and 333-52697) of
Level 3  Communications,  Inc. of our report dated March 2, 2001 relating to the
financial  statements and financial  statement  schedules of RCN Corporation and
Subsidiaries  as of  December  31,  2000  and  1999,  which is  incorporated  by
reference in this Form 10-K/A.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
April 10, 2001