content: <PAGE>
  
                         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):  September 25, 2001
  
  
  
                            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)
  
  
  <PAGE>
  
  Item 5.  Other Events
  
          On September 25, 2001, Level 3 Communications, Inc. ("Level 3")
  announced that Level 3 Finance, LLC ("Level 3 Finance"), its first tier, wholly
  owned subsidiary, had amended certain terms of the "Modified Dutch Auction"
  tender offers for a portion of Level 3's debt and convertible debt securities,
  which were commenced on September 10, 2001. Level 3 Finance has amended its
  tender offers to provide that it is now offering to purchase these debt and
  convertible debt securities for cash, at prices determined by a "Modified Dutch
  Auction" procedure as set forth in the press release described below. Level 3
  Finance has extended the expiration date of the tender offer for each series of
  notes until 11:59 p.m., New York City time, on October 9, 2001, unless that
  offer is further extended.
  
           On September 25, 2001, Level 3 issued a press release relating to the
  amendment of the tender offers. This press release, which summarizes the
  terms and conditions of each tender offer, 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  September 25, 2001 Press Release relating to the tender offers.
  
  
  Item 9. Regulation FD Disclosure
  
       On September 25, 2001, Level 3 Communications, Inc. ("Level 3") posted to
  its web site at www.Level3.com the following Questions and Answers relating to
  the tender offers commenced by Level 3 Finance, LLC. The furnishing of this
  information shall not be deemed an admission as to the materiality of the
  information included in this Current Report. This information is not filed but
  is furnished pursuant to Regulation FD.
  
       Q:   What action did Level 3 Communications announce on September 10, 2001?
  
       A:   Level 3 Communications announced, in accordance with applicable
            securities regulations, that its subsidiary, Level 3 Finance, LLC, is
            offering to purchase a portion of Level 3 Communications' outstanding
            senior notes and convertible subordinated notes utilizing a "modified
            Dutch auction" process.
  
       Q:   What is Level 3 Finance, LLC?
  
       A:   Level 3 Finance, LLC is a wholly owned subsidiary of Level 3
            Communications, Inc. that has offered to purchase a portion of Level 3
            Communications' outstanding senior notes and convertible subordinated
            notes utilizing a "modified Dutch auction" process.
  
       Q:   How does a "modified Dutch auction" process work?
  
       A:   During the tender period, which started on Monday, September 10, 2001,
            and is expected to end on Tuesday, October 9, 2001, noteholders have
            the ability to offer to sell to Level 3 Finance all or a portion of
            their notes within the price range specified by Level 3 Finance. At
            the expiration of the tender offers, Level 3 Finance will accept
            tenders as follows:
  
            1)   Level 3 Finance will accept tenders of notes starting at the
                 lowest prices within a specified pricing range for each series of
                 notes and will continue to accept tenders in order of increasing
                 offer price until Level 3 Finance has purchased up to the
                 specified maximum face value amount per series of notes.
  
            2)   Level 3 Finance will then pay to all noteholders whose tenders
                 are accepted the highest price specified for a series of notes
                 that is accepted for purchase by Level 3 Finance (the "Purchase
                 Price") even if that price is higher than the price indicated by
                 the noteholder.
  
            3)   If the aggregate principal amount of notes other than the 2009
                 Convertible Notes and 2010 Convertible Notes tendered at the
                 highest Purchase Price exceeds the maximum face value amount of
                 notes that is specified by Level 3 Finance at the Purchase Price,
                 all securities tendered at prices below the applicable Purchase
                 Price will be accepted, and acceptances of tenders at the
                 Purchase Price will be allocated among tendering noteholders of
                 the series of notes on a pro rata basis according to the
                 principal amount tendered.
  
                 If the aggregate principal amount of 2009 Convertible Notes and
                 2010 Convertible Notes tendered at the highest Purchase Price
                 exceeds the maximum face value amount of notes that is specified
                 by Level 3 Finance at the Purchase Price, Level 3 Finance will
                 accept all securities tendered at or below the applicable
                 Purchase Price on a pro rata basis from among such tendered 2009
                 Convertible Notes and 2010 Convertible Notes as the case may be.
  
       Q:   How much cash will Level 3 Finance spend in the tender offers?
  
       A:   Level 3 Finance will spend anywhere between $0 and approximately $654
            million in cash, excluding accrued interest. The actual amount spent
            will depend on the amount of notes Level 3 Finance agrees to purchase
            in the tender offers. Level 3 Finance has the option to revise the
            tender offers, which may increase or decrease the range of possible
            amounts expended. Since the completion of the tender offers is subject
            to the satisfaction of certain customary conditions, Level 3 Finance
            will be obligated to spend this cash only if those conditions are
            satisfied.
  
       Q:   Is there a minimum amount of debt Level 3 Finance is obligated to
            purchase regardless of price?
  
       A:   No. If there are no offers within the pricing ranges specified, Level
            3 Finance is not obligated to purchase any notes.
  
       Q:   In order for Level 3 Finance to complete one tender offer for a
            particular series of notes, does any other tender offer have to be
            completed as well?
  
       A:   No, each series of notes is treated separately and therefore is not
            dependent on the successful tender of any other series.
  
       Q:   Why is Level 3 Finance offering to purchase Level 3 Communications'
            outstanding senior notes and convertible subordinated notes?
  
       A:   Given the current trading levels of the debt securities, which
            represent significant discounts to face value, Level 3 Communications
            believes purchasing debt securities at prices specified in the tender
            offer is a prudent use of cash.
  
       Q:   What is the maximum amount of debt Level 3 Finance is offering to
            purchase?
  
       A:   Assuming a sufficient amount of notes are offered within the price
            range specified in the Offer to Purchase document, Level 3 Finance
            will purchase up to an aggregate of $1.5 billion face amount of debt
            at maturity.
  
       Q:   If Level 3 Finance purchases debt in accordance with the terms of the
            tender offers, is Level 3 Communications' business plan fully funded?
  
       A:   Level 3 Communications believes that, given the expected cash flow
            effects of its previously disclosed initiatives and the proposed
            tender offers announced by Level 3 Finance, Level 3 Communications'
            business plan remains prefunded to free cash flow breakeven.
  
  
  <PAGE>
  
                                     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.
  
  September 25, 2001                   By:    /s/ Neil J. Eckstein
  -----------------------                 ----------------------------------------
  Date                                     Neil J. Eckstein, Vice President
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "d8k.txt", "description": "FORM 8-K", "secsgml_size_bytes": 9272}]
metadata_filer: {"company-data": {"conformed-name": "LEVEL 3 COMMUNICATIONS INC", "cik": "0000794323", "assigned-sic": "4813", "irs-number": "470210602", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-15658", "film-number": "1744563"}, "business-address": {"street1": "1025 ELDORADO BOULEVARD", "street2": "14TH FLOOR", "city": "BROOMFIELD", "state": "CO", "zip": "80021", "phone": "3039263000"}, "mail-address": {"street1": "1000 KIEWIT PLAZA", "street2": "14TH FL", "city": "OMAHA", "state": "NE", "zip": "68131"}, "former-company": {"former-conformed-name": "KIEWIT PETER SONS INC", "date-changed": "19920703"}}
text: 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):  September 25, 2001
  
                            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 September 25, 2001, Level 3 Communications, Inc. ("Level 3")
  announced that Level 3 Finance, LLC ("Level 3 Finance"), its first tier, wholly
  owned subsidiary, had amended certain terms of the "Modified Dutch Auction"
  tender offers for a portion of Level 3's debt and convertible debt securities,
  which were commenced on September 10, 2001. Level 3 Finance has amended its
  tender offers to provide that it is now offering to purchase these debt and
  convertible debt securities for cash, at prices determined by a "Modified Dutch
  Auction" procedure as set forth in the press release described below. Level 3
  Finance has extended the expiration date of the tender offer for each series of
  notes until 11:59 p.m., New York City time, on October 9, 2001, unless that
  offer is further extended.
  
           On September 25, 2001, Level 3 issued a press release relating to the
  amendment of the tender offers. This press release, which summarizes the
  terms and conditions of each tender offer, 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  September 25, 2001 Press Release relating to the tender offers.
  
  Item 9. Regulation FD Disclosure
  
       On September 25, 2001, Level 3 Communications, Inc. ("Level 3") posted to
  its web site at www.Level3.com the following Questions and Answers relating to
  the tender offers commenced by Level 3 Finance, LLC. The furnishing of this
  information shall not be deemed an admission as to the materiality of the
  information included in this Current Report. This information is not filed but
  is furnished pursuant to Regulation FD.
  
       Q:   What action did Level 3 Communications announce on September 10, 2001?
  
       A:   Level 3 Communications announced, in accordance with applicable
            securities regulations, that its subsidiary, Level 3 Finance, LLC, is
            offering to purchase a portion of Level 3 Communications' outstanding
            senior notes and convertible subordinated notes utilizing a "modified
            Dutch auction" process.
  
       Q:   What is Level 3 Finance, LLC?
  
       A:   Level 3 Finance, LLC is a wholly owned subsidiary of Level 3
            Communications, Inc. that has offered to purchase a portion of Level 3
            Communications' outstanding senior notes and convertible subordinated
            notes utilizing a "modified Dutch auction" process.
  
       Q:   How does a "modified Dutch auction" process work?
  
       A:   During the tender period, which started on Monday, September 10, 2001,
            and is expected to end on Tuesday, October 9, 2001, noteholders have
            the ability to offer to sell to Level 3 Finance all or a portion of
            their notes within the price range specified by Level 3 Finance. At
            the expiration of the tender offers, Level 3 Finance will accept
            tenders as follows:
  
            1)   Level 3 Finance will accept tenders of notes starting at the
                 lowest prices within a specified pricing range for each series of
                 notes and will continue to accept tenders in order of increasing
                 offer price until Level 3 Finance has purchased up to the
                 specified maximum face value amount per series of notes.
  
            2)   Level 3 Finance will then pay to all noteholders whose tenders
                 are accepted the highest price specified for a series of notes
                 that is accepted for purchase by Level 3 Finance (the "Purchase
                 Price") even if that price is higher than the price indicated by
                 the noteholder.
  
            3)   If the aggregate principal amount of notes other than the 2009
                 Convertible Notes and 2010 Convertible Notes tendered at the
                 highest Purchase Price exceeds the maximum face value amount of
                 notes that is specified by Level 3 Finance at the Purchase Price,
                 all securities tendered at prices below the applicable Purchase
                 Price will be accepted, and acceptances of tenders at the
                 Purchase Price will be allocated among tendering noteholders of
                 the series of notes on a pro rata basis according to the
                 principal amount tendered.
  
                 If the aggregate principal amount of 2009 Convertible Notes and
                 2010 Convertible Notes tendered at the highest Purchase Price
                 exceeds the maximum face value amount of notes that is specified
                 by Level 3 Finance at the Purchase Price, Level 3 Finance will
                 accept all securities tendered at or below the applicable
                 Purchase Price on a pro rata basis from among such tendered 2009
                 Convertible Notes and 2010 Convertible Notes as the case may be.
  
       Q:   How much cash will Level 3 Finance spend in the tender offers?
  
       A:   Level 3 Finance will spend anywhere between $0 and approximately $654
            million in cash, excluding accrued interest. The actual amount spent
            will depend on the amount of notes Level 3 Finance agrees to purchase
            in the tender offers. Level 3 Finance has the option to revise the
            tender offers, which may increase or decrease the range of possible
            amounts expended. Since the completion of the tender offers is subject
            to the satisfaction of certain customary conditions, Level 3 Finance
            will be obligated to spend this cash only if those conditions are
            satisfied.
  
       Q:   Is there a minimum amount of debt Level 3 Finance is obligated to
            purchase regardless of price?
  
       A:   No. If there are no offers within the pricing ranges specified, Level
            3 Finance is not obligated to purchase any notes.
  
       Q:   In order for Level 3 Finance to complete one tender offer for a
            particular series of notes, does any other tender offer have to be
            completed as well?
  
       A:   No, each series of notes is treated separately and therefore is not
            dependent on the successful tender of any other series.
  
       Q:   Why is Level 3 Finance offering to purchase Level 3 Communications'
            outstanding senior notes and convertible subordinated notes?
  
       A:   Given the current trading levels of the debt securities, which
            represent significant discounts to face value, Level 3 Communications
            believes purchasing debt securities at prices specified in the tender
            offer is a prudent use of cash.
  
       Q:   What is the maximum amount of debt Level 3 Finance is offering to
            purchase?
  
       A:   Assuming a sufficient amount of notes are offered within the price
            range specified in the Offer to Purchase document, Level 3 Finance
            will purchase up to an aggregate of $1.5 billion face amount of debt
            at maturity.
  
       Q:   If Level 3 Finance purchases debt in accordance with the terms of the
            tender offers, is Level 3 Communications' business plan fully funded?
  
       A:   Level 3 Communications believes that, given the expected cash flow
            effects of its previously disclosed initiatives and the proposed
            tender offers announced by Level 3 Finance, Level 3 Communications'
            business plan remains prefunded to free cash flow breakeven.
  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.
  
  September 25, 2001                   By:    /s/ Neil J. Eckstein
  -----------------------                 ----------------------------------------
  Date                                     Neil J. Eckstein, Vice President