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):  August 7, 2006

                          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)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[    ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[    ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[    ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[    ]  Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))





Item 8.01. Other Events

     On August 7, 2006, Level 3 Communications, Inc. (the "Company") consented
to permitting Southeastern Asset Management, Inc. ("Southeastern") to purchase,
from time to time, on behalf of its institutional advisory clients, additional
shares of the Company's common stock in one or more transactions not involving
the issuance of securities by the Company, so long as, after giving effect to
such purchase, Southeastern would beneficially own (assuming the convertible
securities of the Company held by Southeastern are convertible at such time) no
more than 318,869,219 shares of the Company's common stock.

     In connection with the purchase by Southeastern of the Company's 10%
Convertible Senior Notes due 2011 in April 2005, Southeastern agreed, for a five
year period, not to, without the prior written consent of the majority of the
entire Board of Directors of the Company, alone or in concert with others,
acquire any securities of the Company except pursuant to the conversion of
convertible debt of the Company held by Southeastern at such time. This
limitation on purchases is set forth in that certain Securities Purchase
Agreement, dated as of February 18, 2005, by and among the Company and the
Investors named on Exhibit A thereto, which was filed as Exhibit 10.1 to the
Company's Current Report on Form 8-K dated February 24, 2005. As a result of
various issuances of securities by the Company since April 2005, Southeastern's
beneficial ownership (assuming the convertible securities of the Company held by
Southeastern were currently convertible) of the Company's common stock had been
reduced, as of August 7, 2006, to approximately 21%. At the request of
Southeastern, the Board of Directors of the Company consented to permitting
Southeastern to purchase additional shares of the Company's common stock subject
to the limitations described above. If Southeastern were to purchase the maximum
number of shares permitted by the consent, Southeastern would beneficially own
(assuming the convertible securities of the Company held by Southeastern were
currently convertible) approximately 24.9% of the Company's common stock (based
on the number of shares of the Company's common stock outstanding as of August
7, 2006). This percentage ownership (calculated assuming that all the
convertible securities of the Company held by Southeastern were convertible at
this time) would be less than Southeastern's percentage beneficial ownership
immediately after its purchase of the Company's 10% Convertible Senior Notes due
2011 in April 2005.

     A copy of the consent is filed as Exhibit 10.1 to this Form 8-K and is
incorporated herein by reference in its entirety.




Item 9.01.  Financial Statements and Exhibits

          (a)  Financial Statements of Business Acquired

                  None

          (b)  Pro Forma Financial Information

                  None

          (c)  Shell Company Transactions

                  None

          (d)  Exhibits

          10.1 Consent,  dated as of August 7, 2006, by Level 3  Communications,
               Inc.  relating to that  certain  Securities  Purchase  Agreement,
               dated  as  of   February   18,   2005,   by  and  among  Level  3
               Communications,  Inc.  and  the  Investors  named  on  Exhibit  A
               thereto.



                                   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.

                                     By:     /s/ Neil J. Eckstein
                                         Neil J. Eckstein, Senior Vice President

Date:  August 7, 2006

EX-10

Exhibit 10.1

                                     CONSENT

         Reference is hereby made to that certain Securities Purchase Agreement,
dated as of February 18, 2005, by and among Level 3 Communications, Inc., a
Delaware corporation (the "Company"), and the Investors named on Exhibit A
thereto (the "Purchase Agreement"). Capitalized terms used in this Consent
without further definition have the meaning ascribed to those terms in the
Purchase Agreement.

                                    RECITALS

         WHEREAS, during the Standstill Period, Southeastern has agreed in the
Purchase Agreement not to, without the prior written consent of the majority of
the entire Board of Directors (excluding any representatives or designees of the
Investors), engage in certain actions with respect to the Company;

         WHEREAS, pursuant to Section 5.6(a)(i)(B) of the Purchase Agreement,
during the Standstill Period, Southeastern has agreed not to, without the prior
written consent of the majority of the entire Board of Directors (excluding any
representatives or designees of the Investors), alone or in concert with others,
acquire any Common Stock, Voting Securities or Derivative Securities of the
Company except pursuant to the conversion of convertible debt of the Company
held by Southeastern;

         WHEREAS, Southeastern has requested that the Company consent to
permitting Southeastern, on behalf of its institutional advisory clients, to
purchase, from time to time, additional shares of Common Stock in one or more
transactions that do not involve the issuance of additional shares of Common
Stock by the Company; and

         WHEREAS, the Company is willing to consent to Southeastern purchasing,
from time to time, additional shares of Common Stock in one or more transactions
that do not involve the issuance of additional shares of Common Stock by the
Company in accordance with the terms of this Consent.

         NOW THEREFORE, in consideration of the representations, warranties and
covenants contained in that certain Certificate of Southeastern attached hereto
as Exhibit A (the "Certificate"), the Company hereby consents as follows:

         1. Holdings of Southeastern. In the Certificate, Southeastern has
represented and warranted to the Company that as of the date thereof
Southeastern Beneficially Owned (for purposes of the Purchase Agreement)
approximately 21% of the Common Stock, such percentage including certain shares
of Common Stock that Southeastern has represented it is not currently deemed to
beneficially own under Securities Exchange Commission Rule 13d-3 promulgated
under the Securities Exchange Act of 1934.

         2. Consent. Pursuant to Section 5.6(a) of the Purchase Agreement and
notwithstanding the last sentence of Section 5.6(b) of the Purchase Agreement,
the Company hereby consents to permitting Southeastern to purchase, from time to
time, on behalf of its institutional advisory clients, additional shares of
Common Stock in one or more transactions; provided, however, that Southeastern
shall not purchase (or agree to purchase) any Common

                                       1


Stock (x) other than in transactions that do not involve the issuance of Common
Stock by the Company and (y) unless after giving effect to such purchase
Southeastern would Beneficially Own (for purposes of the Purchase Agreement)
less than 318,869,219 shares of Common Stock (subject to adjustment on account
of stock splits, combinations, subdivisions and reclassifications) and unless
such purchase comply with the provisions of Section 5.6 of the Purchase
Agreement other than Section 5.6(a)(i)(B) thereof.

         3. No Other Effects. Except as otherwise set forth in this Consent, the
terms of the Purchase Agreement remain unchanged and in full force and effect
without any amendment, modification or alteration.

         4. Authorization. The Company hereby represents and warrants to
Southeastern that pursuant to the requirements of Section 5.6(a) of the Purchase
Agreement, a majority of the entire Board of Directors (excluding any
representatives or designees of the Investors) has consented to the execution
and delivery of this Consent.

                                       2




         IN WITNESS WHEREOF, the undersigned has executed this Consent as of
this 7th day of August, 2006.

LEVEL 3 COMMUNICATIONS, INC.



By:  /s/ James Q. Crowe
        Name:  James Q. Crowe
        Title:  Chief Executive Officer



                                       3




                                    Exhibit A

                                   CERTIFICATE

                                 August 7, 2006

     Reference is hereby made to that certain Securities Purchase Agreement,
dated as of February 18, 2005, by and among Level 3 Communications, Inc., a
Delaware corporation (the "Company"), and the Investors named on Exhibit A
thereto (the "Purchase Agreement"). Capitalized terms used herein without
further definition have the meaning ascribed to those terms in the Purchase
Agreement.

     In order to induce the Company to grant the consent, dated the date hereof,
to which this Certificate is an exhibit (the "Consent"), the undersigned hereby
certifies to, and agrees with, the Company that:

     1. As of the date hereof, Southeastern Beneficially Owns approximately 21%
of the Common Stock, such percentage including certain shares of Common Stock
that Southeastern is not currently deemed to beneficially own under Securities
Exchange Commission Rule 13d-3 under the Securities Exchange Act of 1934.

     2. Southeastern has not formed a Group with any other Person or Persons and
is not a member of a Group. Southeastern shall not take any actions such that it
and any other Person or Persons may be deemed to be a Group.

     3. During the Standstill Period, Southeastern shall not purchase (or agree
to purchase) any Common Stock (x) other than in transactions that do not involve
the issuance of Common Stock by the Company and (y) unless after giving effect
to such purchase Southeastern would Beneficially Own less than 318,869,219
shares of Common Stock (subject to adjustment on account of stock splits,
combinations, subdivisions and reclassifications) and unless such purchase
comply with the provisions of Section 5.6 of the Purchase Agreement other than
Section 5.6(a)(i)(B) thereof.

     4. Except as otherwise set forth in the Consent, the terms of the Purchase
Agreement remain unchanged and in full force and effect without any amendment,
modification or alteration.



                                            SOUTHEASTERN ASSET MANAGEMENT, INC.



                                            By: /s/ Andrew R. McCarroll
                                            Name:  Andrew R. McCarroll
                                            Title:  VP & General Counsel