[Logo]
                                                    Level 3 Communications, Inc.
                                                         1025 Eldorado Boulevard
                                                      Broomfield, Colorado 80021
                                                                  www.Level3.com


                           Open Letter to Stockholders

     BROOMFIELD,   Colo.,  June  18,  2001  --  The  following  open  letter  to
stockholders   was   released   today  by  James  Q.  Crowe,   CEO  of  Level  3
Communications, Inc. (Nasdaq:LVLT):

Dear fellow stockholders:

     As you know from my past  communications,  during the last few years I have
been selling a small  percentage of my Level 3 shares in daily  transactions  in
order to  diversify  my  investments  and to pay  down  personal  debt,  which I
originally  incurred  to buy Level 3 shares.  I made these  sales by  depositing
stock in an irrevocable trust and instructing the trustee to sell a fixed amount
of shares, regardless of the stock price, in the public stock market.

     I believed  that  announcing  my plans in advance and using an  irrevocable
trust would help assure our  stockholders  that I wasn't selling shares based on
knowledge  about the company's  prospects that they didn't have. I also believed
that, since the sales  represented a relatively small percentage of my holdings,
stockholders  would be  reassured  as to my  commitment  to the company it is my
privilege to lead.

     However,  since I started  my  program of stock  sales,  conditions  in our
industry  have changed in a way that many  observers  believe is  unprecedented.
This,  of course,  is no news to you; it is the subject of daily  discussion  in
virtually every news and media outlet.

     In addition,  many of our investors have  communicated  to me their concern
that my sales, as well as sales by other senior  executives,  while perhaps well
intentioned,  have added to the  negative  sentiment  about our company and have
caused some to question our confidence in the company's future.

     Given these  facts,  effective  with the close of trading on June 22, 2001,
Kevin J. O'Hara,  our President and COO;  Sureel A. Choksi,  our CFO; and Walter
Scott,  Jr.,  our Chairman of the Board of  Directors;  and I have agreed not to
sell shares of common stock of the company until further notice.

     With respect to my existing irrevocable trust, the trustee has indicated to
me that he would  discontinue  sales until  further  notice.  The balance of the
remaining, unsold shares will stay in the irrevocable trust.

     In  conjunction  with today's stock sale  suspension  announcement,  Walter
Scott,  through a  partnership  controlled  by him and  certain  members  of his
family, has agreed to purchase from me, in a private transaction,  approximately
2.95  million  shares  of  common  stock.  The  shares  purchased  by the  Scott
partnership will also be subject to Mr. Scott's agreement not to sell.

     I  intend  to  use  the  proceeds  from  this   transaction  to  repay  the
pre-existing  debt obligations that I have been satisfying in part with my prior
stock sales. It is also the intent of my transaction with the Scott  partnership
to permit me not to have to sell any additional shares of Level 3 stock in order
to satisfy debt  obligations.  I expect to complete this transaction by June 22,
2001. The  transaction  will also increase the stake of Mr. Scott and his family
interests in Level 3, and are evidence of his continuing confidence in Level 3.

     Sales by the executives  listed above occurring prior to June 22, 2001 will
be reported on an SEC Form 4 filing on or about July 10,  2001. I hope that this
reminder  will avoid any  confusion,  and make it clear that any reported  sales
occurred prior to the effective date of this announcement.

Forward Looking Statement

     Some  of  the  statements  made  by  Level  3 in  this  press  release  are
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 the company's  target  markets.
Additional information concerning these and other important factors can be found
within Level 3's filings with the Securities and Exchange Commission. Statements
in this release should be evaluated in light of these important factors.


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