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): May 17, 1999


                          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.)


3555 Farnam  Street,  Omaha,  Nebraska  68131  (Address of  principal  executive
offices) (Zip code)



                                  402-536-3677
               (Registrant's telephone number including area code)



                                 Not applicable
         (Former name and former address, if changed since last report)







Item 5.  Other Events

     On May 17, 1999,  Level 3  Communications,  Inc. ("Level 3") issued a press
release  relating to the release of an open letter to  stockholders  by James Q.
Crowe, Level 3's President and Chief Executive Officer. The open letter detailed
Mr. Crowe's plan to sell 4,000 shares of Level 3's common stock,  par value $.01
per share,  each day for 250 trading days, for an aggregate of 1,000,000 shares.
This  press  release  is  filed  as  Exhibit  99.1 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  May  17,  1999,  relating to  Open  Letter  to
Stockholders by James Q. Crowe





                                   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.

May 18, 1999                         By: /s/ Neil J. Eckstein
Date                                     Neil J. Eckstein, Vice President

EX-99.1

[Logo]                                                              Exhibit 99.1


For Immediate Release

Contacts:

News Media:       Josh Howell                     Investors:        Julie Stangl
                  402/943-1309                                      303/926-3575
                           or
                  Steve Ingish
                  303/926-3363

                       OPEN LETTER TO LEVEL 3 STOCKHOLDERS

OMAHA,  NEBRASKA,  May 17, 1999 - The following open letter to stockholders  was
released today by James Q. Crowe,  president and CEO of Level 3  Communications,
Inc. (Nasdaq: LVLT):

Dear Level 3 Owner,

On May 19,  I will  begin a  program  of  selling  a total  of  about  9% of the
approximately 11.3 million shares of Level 3 common stock that I currently own.

To that end,  I have  delivered  one  million of my Level 3 shares to a trustee,
with  irrevocable  instructions  to sell  4000  shares  on each of the  next 250
trading  days  until all of those  shares  are sold.  The  trustee  will have no
authority to expand, limit, or suspend such daily sales, which must be completed
whether  the stock  price is higher or lower than it is today.  I will retain no
right to alter those instructions.

I suppose it is unusual for a CEO to disclose in advance that he intends to sell
stock of the company  which  employs  him.  SEC  regulations  generally  require
certain corporate  executives  (sometimes  referred to as "insiders") to provide
notice after sales are made,  not before.  My reason for providing you with this
information in advance is straightforward.  I believe you, as owners of Level 3,
are  entitled  to know  whether  the person you have hired to run your  business
intends to sell any of his  ownership  interest.  And, if the answer is yes, you
are entitled to know why.

I plan to sell this  portion  of my Level 3 shares to both  repay  debt  which I
incurred when I purchased Level 3 shares in the fall of 1997 and to provide some
measure of financial diversification in my personal holdings. I think that I owe
it to my family to take this step.  I believe  this  program of  limited,  daily
sales is a fair way to achieve a reasonable balance between prudence and a clear
and substantial continuing financial commitment to the success of the company it
is my privilege to lead.




I have chosen the mechanism of pre-established sales in predetermined amounts to
help  reduce  any  concerns  that  I  might  be  selling  at  times  when I have
information  that you don't have. I hope that by announcing my plans in advance.
I am making it clear that my decision  isn't based on some  positive or negative
current event or circumstance.

After this  sales  program  has been  completed,  I expect  that the value of my
retained Level 3 shares will continue to represent most of my personal  holdings
and will reflect my continued confidence in the prospects of our company.

Very truly yours,

/s/ James Q. Crowe

James Q. Crowe


About Level 3 Communications, Inc.
Level 3  Communications,  Inc., is a  communications  and  information  services
company that is building the first international  network optimized for Internet
Protocol  technology.  The Level 3  network  combines  local  and long  distance
networks,  connecting  customers  end to end across  the U.S.  and in Europe and
Asia. The company expects to complete the U.S.  intercity portion of the network
during the first quarter of 2001. In the interim,  Level 3 has leased a national
network  over  which it began to offer  services  in the third  quarter of 1998.
Level 3 will provide a full range of communications  services,  including local,
long distance,  international and Internet  services.  Level 3's common stock is
traded on The Nasdaq  National  Market  (U.S.) under the symbol LVLT.  Its World
Wide Web address is www.Level3.com.

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