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 14, 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 4.  Changes to Registrant's Certifying Accountants

Effective June 14, 2002, Level 3 Communications, Inc. ("Level 3") determined not
to renew the  engagement of its  independent  accountants,  Arthur  Andersen LLP
("Andersen") and appointed KPMG LLP ("KPMG") as its new independent accountants,
effective  immediately.  This determination  followed Level 3's decision to seek
proposals from independent  accountants to audit Level 3's financial  statements
for the fiscal year ending  December  31,  2002.  The  decision not to renew the
engagement of Andersen and to retain KPMG was approved by the Audit Committee of
Level 3's Board of Directors

Andersen's  report  dated  January  29,  2002  (except  with  respect to matters
discussed in Note 17 to the financial statements,  as to which the date is March
13, 2002) on Level 3's 2001 financial statements was issued on March 13, 2002 in
conjunction with the filing of Level 3's Annual Report on Form 10-K for the year
ended December 31, 2001.

During Level 3's two most recent fiscal years ended  December 31, 2001,  and the
subsequent  interim  period through June 14, 2002,  there were no  disagreements
between  Level  3 and  Andersen  on  any  matter  of  accounting  principles  or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to Andersen's  satisfaction would have caused them
to make reference to the subject matter of the  disagreement  in connection with
their reports.  None of the reportable  events described under Item 304(a)(1)(v)
of Regulation S-K occurred within Level 3's two most recent fiscal years and the
subsequent  interim  period through June 14, 2002. The audit reports of Andersen
on the consolidated  financial  statements of Level 3 and subsidiaries as of and
for the fiscal years ended December 31, 2001 and 2000 do not contain any adverse
opinion or  disclaimer  of opinion,  nor were they  qualified  or modified as to
uncertainty, audit scope, or accounting principles.

Level 3 provided Andersen with a copy of the foregoing disclosures.  Attached as
Exhibit 16.1 is a copy of Andersen's  letter,  dated June 19, 2002, stating that
it has found no basis for disagreement with such statements.

During Level 3's two most recent fiscal years ended  December 31, 2001,  and the
subsequent  interim period  through June 14, 2002,  Level 3 did not consult with
KPMG regarding any of the matters or events set forth in Item  304(a)(2)(i)  and
(ii) of Regulation S-K.

Item 7.  Financial Statements and Exhibits

(a)      Financial Statements of business acquired
                  None
(b)      Pro forma financial information
                  None
(c)      Exhibits
                  16.1     Letter of Arthur Andersen LLP dated June 19, 2002.




                                   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 20, 2002                   By:    /s/ Neil J. Eckstein
Date                               Neil J. Eckstein, Vice President

EX-16

Exhibit 16.1

                                                     [Logo]
                                                     Arthur Andersen LLP
                                                     Suite 3100 1225 17th Street
                                                     Denver CO 80202-5531

                                                     Tel:  303 295 1900
                                                     Fax:  303 291 9200
                                                     www.arthurandersen.com






June 19, 2002



Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sir/Madam:

The representations made in this letter are based solely on discussions with and
representations  from the  engagement  partner  and manager on the audits of the
financial  statements of this  registrant  for the two most recent fiscal years.
Those  individuals  are no longer with Arthur Andersen LLP. We have read the the
first four paragraphs of Item 4 included in the Form 8-K dated June 14, 2002, of
Level 3  Communications,  Inc.  to be filed  with the  Securities  and  Exchange
Commission  and have  found  no  basis  for  disagreement  with  the  statements
contained therein.

Very truly yours,

/s/ Arthur Andersen LLP

cc: Eric J. Mortensen
    Vice President, Controller and Principal Accounting Officer
    Level 3 Communications, Inc.