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):  June 18, 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 June 18,  2002,  relating to closing of the
               acquisition of Software Spectrum, Inc.

Item 9.  Regulation FD Disclosure

     On June 18, 2002, Level 3  Communications,  Inc. ("Level 3") issued a press
release relating to the closing of the acquisition of Software Spectrum, Inc., a
provider,  marketer and  reseller of business  software.  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.



June 19, 2002                        By: /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Vice President

EX-99

[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 Completes Acquisition of
                             Software Spectrum, Inc.

              Merger Positions Level 3 for Convergence of Broadband
                      And Software Distribution Industries

            Combined, Level 3 Subsidiaries Now Among World's Largest
                         Resellers of Business Software


BROOMFIELD,  Colo., June 18, 2002 -- Level 3 Communications,  Inc. (Nasdaq:LVLT)
announced today that it has completed its acquisition of Software Spectrum, Inc.
(Nasdaq:SSPE) a global provider, marketer and reseller of business software.

Software  Spectrum  shareholders  approved  the  merger at a special  meeting in
Dallas  today  and will  receive  $37 in cash  from  Level 3 for  each  share of
Software  Spectrum  stock.  The  transaction  is  valued at  approximately  $109
million,  adjusted  for option  proceeds and  Software  Spectrum's  current cash
position.  All  necessary  regulatory  approvals  have been  obtained.  Software
Spectrum  will  cease  trading  on The  Nasdaq  National  Market  and  become an
indirect, wholly owned subsidiary of Level 3.

"With this  transaction,  Level 3 is now one of the world's largest resellers of
business software," said James Crowe, Level 3's chief executive officer. "In the
coming months, we will be integrating Software Spectrum's  operations with those
of our recently acquired Corporate Software subsidiary. We expect to improve the
companies'  run-rate


EBITDA by over $10 million within a year through cost savings opportunities.  On
a pro-forma basis, the combined entity had annual revenues of approximately $2.4
billion for the most recent  fiscal  year.  Going  forward,  it will have global
reach  and a  customer  base  that  includes  a  majority  of  the  Fortune  500
companies."

Crowe said that, in addition to short-term benefits,  the acquisition  positions
Level 3's core  communications  business to take advantage of long-term dynamics
that are  reshaping  the IT  industry.  "For  decades,  the IT industry has been
shaped by data processing and data storage  price-performance  improvement rates
that have been nothing short of astounding and  communications  costs that have,
until  recently,  improved  at far  slower  rates,"  Crowe  said.  "As a result,
enterprises have generally  located computing and storage resources at the point
of use,  even  though many IT  professionals  have  pointed out the  benefits of
making software functionality and data storage available as a commercial service
accessed remotely over broadband  networks.  We believe the combination of Level
3's continuously  upgradeable network, and the combination of Corporate Software
and  Software  Spectrum's   expertise  in  software  lifecycle   management  and
marketing, as well as strong customer  relationships,  position us to benefit as
companies  change the way they buy and use software  capability.  Our goal is to
make the  purchase of software  services  over the Level 3 network as simple and
reliable as buying voice services is today."

Both Software Spectrum and Corporate  Software sell and manage software products
published by  Microsoft,  IBM/Lotus,  Symantec,  Adobe Systems and other leading
software  publishers.  The  companies  market to large and mid-size  enterprises
through sales offices and operations  centers in North  America,  Europe and the
Asia-Pacific region.

The combined business will be headquartered in Dallas and operate under the name
Software  Spectrum.  It will have more than  13,000  customers  in more than 125
countries.  Judy Odom,  Software  Spectrum's  co-founder  and CEO, will serve as
chief executive.  Howard Diamond,  former chief executive of Corporate Software,
will become  Software  Spectrum's  chairman.  Keith Coogan will be president and
chief operating officer.

"We're pleased that this  transaction  produced  substantial  value for Software
Spectrum shareholders," Odom said. "We believe it will produce significant value
for our customers as well. The new Software  Spectrum will have a cost structure
and market  presence that are  unmatched in the  industry,  enabling us to be an
even stronger advocate for our customers with software publishers."

Said Diamond:  "Software  marketing and  distribution  is a dynamic  business in
which operating  efficiencies  and growth are key to providing a competitive and
compelling customer offering.  Through integration,  we will be able to leverage
the best  practices of both companies to enhance the level of service we provide
to all our customers  and help them derive even more  business  value from their
information technology investment."



Level 3 expects the acquisitions  will also benefit  (i)Structure,  its existing
information  services  subsidiary,   by  leveraging  the  longstanding  customer
relationships  Software  Spectrum  and  Corporate  Software  have  with  leading
corporations around the world.

Mellon Investor Services  (800-777-3674)  will serve as the disbursing agent for
this  transaction.  The disbursing  agent will mail  instructions  to registered
shareholders  that explain the required  steps to be taken to receive the merger
consideration.  Beneficial  owners should  contact their broker for  information
concerning the steps that they need to take to receive the merger consideration.

About Level 3 Communications
Level  3  (Nasdaq:LVLT)  is  an  international  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.

The company offers information  services through its wholly-owned  subsidiaries,
(i)Structure,  Corporate  Software and  Software  Spectrum.  (i)Structure  is an
Application  Infrastructure  Provider  that provides  managed IT  infrastructure
services and enables  businesses to outsource IT operations.  Its Web address is
www.i-structure.com.  Corporate  Software and Software Spectrum help Fortune 500
companies  acquire,  implement,  and manage  software.  Their Web  addresses are
www.corporatesoftware.com and www.softwarespectrum.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.