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):  August 23, 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 5.  Other Events and Regulation FD Disclosure

     On August 23, 2002, Level 3 Communications, Inc. ("Level 3") issued a press
release  relating to the amendment and restatement of its Credit Agreement dated
September 30, 1999 (the "Credit Agreement") among Level 3 Communications,  Inc.,
the other borrowers and lenders  referred to therein and JPMorgan Chase Bank, as
Agent ("JPMCB"),  pursuant to an Amendment and Restatement Agreement among Level
3  Communications,  Inc.,  Level 3  Communications,  LLC, Level 3  International
Services,  Inc., Level 3 International,  Inc., BTE Equipment, LLC (collectively,
the "Borrowers"),  Eldorado Funding LLC and JPMCB, as Administrative  Agent (the
"Amendment and Restatement  Agreement").  This press release is filed as Exhibit
99.1 to this  Current  Report and  incorporated  by reference as if set forth in
full. The Amendment and  Restatement  Agreement is filed as Exhibit 99.2 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 Press Release dated August 23, 2002, relating to the execution of
               the   Amendment   and   Restatement   Agreement   among  Level  3
               Communications,  Inc.,  Level  3  Communications,  LLC,  Level  3
               International  Services,  Inc., Level 3 International,  Inc., BTE
               Equipment, LLC, Eldorado Funding LLC and JPMCB, as Administrative
               Agent.

          99.2 Amendment and Restatement Agreement, dated as of August 23, 2002,
               among Level 3 Communications,  Inc., Level 3 Communications, LLC,
               Level 3  International  Services,  Inc.,  Level 3  International,
               Inc.,  BTE  Equipment,   LLC  (collectively,   the  "Borrowers"),
               Eldorado   Funding  LLC  and  JPMCB,  as   Administrative   Agent
               (including  the  Amended  and  Restated  Credit  Agreement  dated
               September 30, 1999, among Level 3 Communications, Inc., the other
               borrowers  and lenders  referred to therein  and  JPMorgan  Chase
               Bank, as Agent).




                                   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.



August 26, 2002           By:    /s/ Neil J. Eckstein
Date                             Neil J. Eckstein, Vice President