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