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):  February 2, 2000

                          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

          On February 2, 2000, Level 3 Communications, Inc. ("Level 3") issued a
press release relating to the proposed offering of its dollar denominated Senior
Notes due 2008,  Senior Notes due 2010 and Senior  Discount  Notes due 2010 in a
transaction that is exempt from  registration  under the Securities Act of 1933,
as amended (the "Securities Act"). As required by Rule 135c under the Securities
Act,  this press  release is filed as Exhibit  99.1 to this  Current  Report and
incorporated by reference as if set forth in full.

          That same press  release on February 2, 2000,  related to the proposed
offering of Level 3's euro  denominated  Senior  Notes due 2008 and Senior Notes
due 2010 in a separate  transaction that is exempt from  registration  under the
Securities Act of 1933, as amended (the  "Securities  Act"). As required by Rule
135c under the  Securities  Act,  this press release is filed as Exhibit 99.1 to
this Current Report and incorporated by reference as if set forth in full.

         That same press release related to the proposed  offering by Level 3 in
separate offerings of an aggregate of 15 million shares of its common stock, par
value $.01 per  share,  in an  underwritten  offering  in the United  States and
outside  the United  States.  Level 3 also agreed to grant the  underwriters  an
option to purchase an additional  2.25 million  shares of common stock solely to
cover  over-allotments.  In  addition,  Level 3 proposed  to offer $500  million
aggregate  principal  amount of  Convertible  Subordinated  Notes due 2010 in an
underwritten  offering.  Level 3 has also granted the  underwriters an option to
purchase an additional  $75 million  aggregate  principal  amount of Convertible
Subordinated Notes due 2010 to cover over-allotments. Each of these offerings is
being made pursuant to an effective registration statement.


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 February 2, 2000 relating to proposed
                  offering of dollar  denominated  Senior Notes due 2008, Senior
                  Notes  due 2010 and  Senior  Discount  Notes due 2008 and euro
                  denominated Senior Notes due 2008 and Senior Notes due 2010






                                   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.

February 4, 2000                     By:    /s/ Neil J. Eckstein
- ---------------------                   ------------------------
Date                                     Neil J. Eckstein, Vice President

EX-99.1

                                                                    Exhibit 99.1
[LOGO]

FOR IMMEDIATE RELEASE

Level 3 Contacts:
News Media:       Josh Howell                      Investors:       Julie Stangl
                  720/888-2517                                      720/888-2500

                  Steve Ingish
                  720/888-2521



              LEVEL 3 COMMUNICATIONS ANNOUNCES SECURITIES OFFERINGS

          Securities Offered Include 15 Million Shares of Common Stock,
                $500 Million of Convertible Subordinated Notes,
                an Aggregate of $1.0 Billion of Senior Notes and
           Senior Discounts Notes and 400(Euro) Million of Senior Notes

BROOMFIELD,  COLORADO, February 2, 2000 - Level 3 Communications,  Inc. (Nasdaq:
LVLT) today announced a series of separate securities  offerings.  Salomon Smith
Barney  Inc.  is acting as global  coordinator  for the  offerings.  Each of the
offerings  described above are separate  offerings pursuant to separate offering
materials. No offering is conditioned on the closing of any other.

Common Stock Offering
Level 3 is offering an  aggregate  15 million  shares of its common  stock,  par
value $.01 per  share,  in an  underwritten  offering  in the United  States and
outside the United States.  The company has agreed to grant the  underwriters an
option to purchase an additional  2.25 million  shares of common stock solely to
cover over-allotments. The offering in the United States will be made by a group
of underwriters  being led by Salomon Smith Barney Inc.,  Goldman,  Sachs & Co.,
J.P. Morgan  Securities Inc.,  Morgan Stanley & Co.  Incorporated,  Chase H & Q,
Credit Suisse First Boston  Corporation,  and Merrill  Lynch,  Pierce,  Fenner &
Smith Incorporated. The offering outside of the United States is being made by a
group of  underwriters  being led by  Salomon  Brothers  International  Limited,
Goldman Sachs  International,  J.P. Morgan Securities Ltd., Morgan Stanley & Co.
International  Limited,  Credit Suisse First Boston  (Europe)  Limited,  Merrill
Lynch International,  Chase H & Q, Credit Lyonnais Securities,  Kleinwort Benson
Limited and Societe  Generale.  Salomon Smith Barney Inc. is acting as sole book
running  manager.  The  company  currently  expects  that the  offering  will be
completed in February 2000.

Convertible Subordinated Note Offering
The company also announced today that it intends to offer $500 million aggregate
principal amount of Convertible  Subordinated  Notes due 2010 in an underwritten
offering. The company has also granted the underwriters an option to purchase an
additional $75 million  aggregate  principal amount of Convertible  Subordinated
Notes due 2010 to cover over-allotments. The offering will be made by a group of
underwriters being led by Goldman,  Sachs & Co., Salomon Smith Barney Inc., J.P.
Morgan Securities Inc., Morgan Stanley & Co.  Incorporated,  Credit Suisse First
Boston  Corporation.  Goldman,  Sachs & Co. and Salomon  Smith  Barney Inc.  are
acting as joint book running  managers.  The company  currently expects that the
offering will be completed in February 2000.

A  registration  statement  relating  to the  Common  Stock and the  Convertible
Subordinated  Notes has been declared  effective by the  Securities and Exchange
Commission.   Offers  and  sales  of  the  Common  Stock  and  the   Convertible
Subordinated  Notes may be made only by the related  prospectus  and  prospectus
supplement,  which may be  obtained  from any of the  underwriters  referred  to
above.

Dollar Denominated Debt Offering
The  company  also  announced  today that it plans to raise  approximately  $1.0
billion in a proposed  private  offering of senior notes due 2008,  senior notes
due 2010 and senior discount notes due 2010 to "qualified  institutional buyers"
as defined in Rule 144A under the Securities Act of 1933.

The senior notes due 2008,  senior notes due 2010 and senior  discount notes due
2010  proposed  to be  offered  by  Level 3 will  not be  registered  under  the
Securities Act of 1933 or any state  securities  laws and,  unless so registered
may not be offered or sold except  pursuant to an applicable  exemption from the
registration  requirements  of the Securities  Act of 1933 and applicable  state
securities laws.

Euro Denominated Debt Offering
The company also announced today that it plans to raise  approximately 400(Euro)
million in a proposed private offering of senior notes due 2008 and senior notes
due 2010 to "qualified  institutional  buyers" as defined in Rule 144A under the
Securities  Act of 1933 and outside the United  States under  Regulation S under
the Securities Act of 1933.

The senior  notes due 2008 and senior  notes due 2010  proposed to be offered by
Level 3 will not be  registered  under the  Securities  Act of 1933 or any state
securities  laws and,  unless so  registered  may not be offered or sold  except
pursuant to an applicable  exemption from the  registration  requirements of the
Securities Act of 1933 and applicable state securities laws.

Use of Proceeds
Level 3 currently  intends to use the net proceeds of all of the  offerings  for
working capital, capital expenditures,  acquisitions and other general corporate
purposes in connection with the  implementation  of its business plan.  Although
the company evaluates potential  acquisitions from time to time, the company has
no  agreement  or   understanding   with  any  person  to  effect  any  material
acquisition.

About Level 3 Communications
Level 3  (Nasdaq:LVLT)  is a  communications  and information  services  company
offering a wide selection of IP-based services  including  broadband  transport,
colocation services,  submarine  transmission  services and the industry's first
Softswitch*  based services.  Level 3 offers  services  primarily to Web-centric
companies  which  deliver their  services over the Level 3 Network.  The Level 3
Network  will  include   metropolitan   networks  in  56  U.S.  markets  and  21
international  markets connected by an approximately  16,000 mile U.S. intercity
(long-distance)  network, an approximately 4,750 mile European intercity network
and both transpacific and transatlantic  undersea cables. The U.S. and first two
rings  of the  European  intercity  network  are  expected  to be  substantially
completed  during the fourth quarter of 2000.  Level 3 currently offers Internet
infrastructure  services in 27 U.S.  cities and four European  markets.  Its Web
address is www.Level3.com.

(*  Softswitches  are advanced  software based switching  systems,  which enable
Level 3 to provide  services  combining  the best  features of the  Internet and
traditional telephone networks.)

Forward Looking Statement
The statements  made by Level 3 in this press release may be forward  looking in
nature.   Actual  results  may  differ   materially   from  those  projected  in
forward-looking  statements.  Level 3 believes  that its  primary  risk  factors
include, but are not limited to: substantial capital  requirements;  development
of effective internal  processes and systems;  the ability to attract and retain
high quality employees;  changes in the overall economy;  technology; the number
and size of competitors in its markets;  law and regulatory  policy; and the mix
of products and services offered in its target markets.  Additional  information
concerning these and other potential important factors can be found within Level
3's filings with the U.S. Securities and Exchange Commission. Statements in this
release should be evaluated in light of these important factors.