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):  October 23, 2001



                          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)





Item 5.  Other Events

     On October 23, 2001,  Level 3  Communications,  Inc.  ("Level 3") announced
that Level 3 Finance,  LLC ("Level 3  Finance"),  its first tier,  wholly  owned
subsidiary,  had completed  Level 3 Finance's  "Modified  Dutch Auction"  tender
offers  for a  portion  of  Level  3's  outstanding  debt and  convertible  debt
securities, which were commenced on September 10, 2001 and expired at 11:59 p.m.
New York City time on October 22, 2001.  On October 23, 2001,  Level 3 issued a
press  release  relating  to the  completion  of the  tender  offers  by Level 3
Finance. This press release,  which summarizes the results of each tender offer,
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 October 23, 2001 Press Release relating to the tender offers.




                                   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.

October 23, 2001                                    By:    /s/ Neil J. Eckstein
Date                                           Neil J. Eckstein, Vice President