8-K

                       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 13, 2002

                          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 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  February 13,  2002,  relating to James Q. Crowe
statement.


Item 9.  Regulation FD Disclosure

     On February 13, 2002,  Level 3  Communications,  Inc.  ("Level 3") issued a
press release relating to a statement issued by James Q. Crowe,  Chief Executive
Officer of Level 3. This press  release is filed as Exhibit 99.1 to this Current
Report and  incorporated by reference as if set forth in full. The furnishing of
this  information  shall not be deemed an admission as to the materiality of the
information  included in this Current Report.  This information is not filed but
is furnished pursuant to Regulation FD.




                                   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.



February 13, 2002                    By:    /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Vice President

EX-99

Exhibit 99.1
[Logo]



                                                         1025 Eldorado Boulevard
                                                      Broomfield, Colorado 80021
                                                                 www.Level3.com


                                                                    NEWS RELEASE


Level 3 contacts:

Media:            Josh Howell                      Investors:         Robin Grey
                  720-888-2517                                      720-888-2518

                  Arthur Hodges
                  720-888-6184



        Level 3 CEO Comments On Industry and Company Accounting Practices


     BROOMFIELD,  Colo.,  February  13, 2002 - The  following  statement  may be
attributed to James Q. Crowe, chief executive officer of Level 3 Communications,
Inc. (Nasdaq:LVLT):

     "In the  aftermath of the  bankruptcy  of Enron,  investors,  the media and
policymakers have all expressed concern about the accounting  practices utilized
by public corporations.

     "In the  communications  industry,  a series of  bankruptcies  has led to a
number of questions,  particularly about accounting practices that could be used
to improperly overstate revenues.

     "My purpose in communicating with you is to provide some general background
on industry accounting and some specifics with regard to Level 3's practices. In
addition,  I want to address a number of questions we have  received  concerning
IRU sales and their impact on our company's reported financial results.

     "I'll start by defining some industry terms.




     "An Indefeasible Right of Use ('IRU'), as the term is used in our industry,
means the right to use a fixed amount of communications  capacity,  or a certain
communications  facility,  for a defined period of time. For example,  a company
might  purchase  an IRU  giving  it the  right to use an OC-48  wavelength  (the
equivalent of about 32,000  simultaneous  telephone calls) for 5 years, or might
purchase  the right to use 2 fibers in the  Level 3 network  for 20 years.  As a
general rule, IRUs are paid for up front in a single cash payment.

     "Typically,  major users of  communications  capacity  purchase IRUs to, in
effect, 'build' a communications network using components like fiber or conduits
or, more recently, optical wavelengths. IRUs give such a company the longer term
assurance that these  components will be available for periods of time that meet
their needs while avoiding the huge expense of building a complete  network from
the ground up.

     "Here at Level 3, IRUs have been  important  contributors  to our business.
Early in our  development,  we sold IRUs for fiber and  conduit in  transactions
that helped defray the substantial cost of building our network.  More recently,
increasing  numbers of customers have also purchased optical wavelength IRUs. In
fact,  wavelength sales have been an important and growing part of our business,
which we believe has created substantial value.

     "Accounting  for IRUs can be a bit  complicated.  Under  current  Generally
Accepted  Accounting  Principles  ('GAAP'),  if the  IRU is  for  capacity  in a
land-based  network,  the revenue  from the sale is generally  recognized,  i.e.
reported in GAAP financial  statements,  over the term of the IRU. For submarine
capacity, to the extent that certain conditions are met, GAAP generally requires
that the entire amount of the revenue be recorded in the current period. In most
cases,  the cost of the IRU for the buyer is considered a capital expense and is
depreciated over the IRU term.

     "As a general matter,  IRU sales are entirely proper and,  indeed, a source
of substantial value creation for companies like Level 3. However,  an issue can
arise if two companies sell each other IRUs for substantially the same capacity,
or facility, at approximately the same time. Such transactions can be misleading
to investors  when they have no good business  purpose  other than  artificially
inflating reported revenues. Such transactions (sometimes referred to as 'hollow
swaps') can cause those who read the resulting  financial  statements to believe
that IRU seller's revenues are higher than in reality,  and that the IRU buyer's
cost of such artificial revenues is a legitimate capital expense.

     "Since  Level 3  sells  IRUs to a  variety  of  customers,  and  since  IRU
accounting  has been at the  apparent  center of some of the  concerns  recently
expressed  in the  media  and by  investors,  I want to be clear  about  our own
practices.

     "The vast majority of Level 3's IRU sales are to customers  from whom we do
not purchase IRUs or, for that matter, any other similar communications service.
These are clearly legitimate  business  transactions for which the accounting is
not in question.




     "During our last fiscal year,  there were 7  transactions  in which we sold
IRUs or other capacity or services to a company from which we purchased  similar
kinds of items at  approximately  the same time.  We have  recently  completed a
review of each of these  transactions and have  reconfirmed  that, in each case,
the transaction had a valid business  purpose and that the accounting  treatment
was  proper.  In any  event,  the total  amount of revenue  Level 3 recorded  in
connection with these  transactions was immaterial,  representing only 2% of our
GAAP revenue for 2001.

     "During  2000,  we had no  transactions  in  which  we sold  IRUs or  other
communications  capacity or services to a company  from which we  simultaneously
purchased similar items."


About Level 3 Communications
Level 3 (Nasdaq:LVLT) is a global  communications and information  services
company offering a wide selection of services  including IP services,  broadband
transport,  colocation  services  and  the  industry's  first  Softswitch  based
services. Its Web address is www.Level3.com.

Forward  Looking  Statement
Some of the statements made by Level 3 in this press release are forward-looking
in  nature.  Actual  results  may differ  materially  from  those  projected  in
forward-looking  statements.  Level 3 believes  that its  primary  risk  factors
include,  but are not limited to:  changes in the overall  economy  relating to,
among other things, the September 11 attacks and subsequent events,  substantial
capital  requirements;  development of effective internal processes and systems;
the ability to attract and retain high quality employees; technology; the number
and size of competitors in its markets;  law and regulatory  policy; and the mix
of products and services  offered in the company's  target  markets.  Additional
information  concerning  these and other  important  factors can be found within
Level 3's filings with the  Securities  and Exchange  Commission.  Statements in
this release should be evaluated in light of these important factors.