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 24, 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 24, 2000,  Level 3  Communications,  Inc.  ("Level 3") issued a
press release  relating to the pricing of its previously  announced  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 24, 2000, related to the pricing of the
previously  announced  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.  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.


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 24, 2000 relating to pricing
                  of the  previously  announced  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 25, 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 PRICES DEBT SECURITY OFFERINGS

   U.S. Debt Securities Generate Approximately $1.4 Billion of Gross Proceeds
      And Euro Debt Offerings Generate 800(Euro) Million of Gross Proceeds

               Net Proceeds to be Used to Implement Business Plan

     BROOMFIELD,  COLORADO,  February  24, 2000 - Level 3  Communications,  Inc.
(Nasdaq:  LVLT) today announced that it had priced an offering of three tranches
of U.S. dollar  denominated debt securities and two tranches of Euro denominated
debt securities.

U.S. Debt Securities

     The company has agreed to sell $800 million  aggregate  principal amount of
11% Senior Notes due 2008, $675 million  aggregate  principal amount at maturity
of 12?%  Senior  Discount  Notes due 2010  (resulting  in gross  proceeds to the
company of approximately  $359.829 million) and $250 million aggregate principal
amount of 11 1/4%  Senior  Notes due 2010  (collectively,  the  Notes).  The 11%
Senior  Notes due 2008 will mature on March 15, 2008,  the 12?% Senior  Discount
Notes due 2010 will mature on March 15,  2010 and the 11 1/4%  Senior  Notes due
2010 will mature on March 15, 2010. The Notes are senior,  unsecured obligations
of Level 3, ranking pari passu with all  existing  and future  senior  unsecured
indebtedness  of Level 3. Cash interest on the 11% Senior Notes due 2008 and the
11 1/4% Senior Notes due 2010 is payable  semiannually on March 15 and September
15 of each year, commencing on September 15, 2000. Cash interest will not accrue
on the 12?% Senior Discount Notes due 2010 prior to March 15, 2005.  After March
15, 2005,  cash interest will accrue on the 12?% Senior  Discount Notes due 2010
and will be  payable  semiannually  on March 15 and  September  15 of each year,
commencing on September 15, 2005.

Euro Debt Securities

     The company also  announced  that it had priced an offering of two tranches
of Euro  denominated  debt  securities.  The  company  agreed to sell  500(Euro)
million  aggregate  principal  amount  of 10 3/4%  Senior  Notes  due  2008  and
300(Euro)  million  aggregate  principal amount of 11 1/4% Senior Notes due 2010
(collectively, the Euro Notes). The 10 3/4% Senior Notes due 2008 will mature on
March 15,  2008 and the 11 1/4%  Senior  Notes due 2010 will mature on March 15,
2010. The Euro Notes are senior,  unsecured obligations of Level 3, ranking pari
passu with all existing and future  senior  unsecured  indebtedness  of Level 3.
Cash  interest  on the  Euro  Notes  is  payable  semiannually  on  March 15 and
September 15 of each year, commencing on September 15, 2000.

     Level 3 currently  intends to use the net proceeds of these  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.

     The  Notes  and the Euro  Notes  offered  by Level 3 were sold in a private
offering to "qualified  institutional  buyers" as defined in Rule 144A under the
Securities  Act of 1933 and the Euro  Notes  were also sold  outside  the United
States under  Regulation S under the  Securities  Act of 1933. The Notes and the
Euro Notes 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.

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  that 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.