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