Exhibit 99.1
[Logo]
                                                    Level 3 Communications, Inc.
                                                         1025 Eldorado Boulevard
                                                      Broomfield, Colorado 80021
                                                                  www.Level3.com


                                                                    NEWS RELEASE



FOR IMMEDIATE RELEASE

Level 3 Contacts:

Media:            Josh Howell                        Investors:       Robin Grey
                  720-888-2517                                      720-888-2518


            Level 3 Reports Fourth Quarter and Full Year 2003 Results

     Reports Communications Revenue of $399 Million For the Fourth Quarter

                       Continues Roll-Out of New Services;
                               Expands Sales Force


BROOMFIELD, Colo., February 5, 2004 - Level 3 Communications, Inc. (Nasdaq:LVLT)
today announced its fourth quarter and full year 2003 results. Consolidated free
cash flow(1) was negative $15 million for the fourth quarter,  and negative $139
million  for the full  year  2003.  For the  second  half of 2003,  the  company
generated positive consolidated free cash flow of $25 million. Net cash provided
by operating  activities  was $29 million for the fourth quarter and $24 million
for the full year 2003.

Consolidated  revenue  increased to $988 million for the fourth quarter compared
to $874 million last quarter as a result of an increase in information  services
revenue.

The net loss for the fourth quarter decreased to $121 million or $0.18 per share
compared  to a net loss for the  previous  quarter of $247  million or $0.38 per
share.  Included in the net loss for the fourth  quarter  2003 was a $37 million
gain on extinguishment of debt, or $0.06 per share, generated by debt for equity
exchanges and a $38 million tax benefit, or an additional $0.06 per share.

The company has renamed its financial  metric Earnings Before  Interest,  Taxes,
Depreciation  and  Amortization  (EBITDA) to Adjusted  Operating  Income  Before
Depreciation and Amortization (Adjusted OIBDA) to comply with SEC regulations.




Consolidated  Adjusted  OIBDA(1) was $129 million in the fourth  quarter  versus
$116 million for the previous quarter.

The company reports  financial  information  based on three operating  segments:
communications;  information  services;  and other  businesses,  which  consists
primarily of coal mining operations.

Overview "Our unlevered cash flow(1)  performance  was better than expected this
quarter,"  said James Q.  Crowe,  CEO of Level 3. "We  generated  $25 million of
positive  consolidated free cash flow for the last half of 2003. On the customer
front, we renewed several large managed modem and IP customer contracts.

"Overall,  demand  and  pricing  for basic  optical  transport  and IP  services
remained  challenging  during  the fourth  quarter  and we expect  these  market
conditions to remain unchanged through 2004. In response, we continue to develop
and launch new, value-added transport, IP and voice services at a record pace."

Fourth Quarter Financial Results Compared to Projections (1)

                                                                                  

Metric                                                        Fourth Quarter Actuals   Fourth Quarter
($ in millions)                                                                        Projections (1)
- ------------------------------------------------------------- ------------------------ ------------------------
- ------------------------------------------------------------- ------------------------ ------------------------
Communications Services Revenue (2) (excluding termination    $373                     $378-$388
and settlement revenue)
- ------------------------------------------------------------- ------------------------ ------------------------
- ------------------------------------------------------------- ------------------------ ------------------------
   Reciprocal Compensation                                    $23                      $28-$32
- ------------------------------------------------------------- ------------------------ ------------------------
- ------------------------------------------------------------- ------------------------ ------------------------
   Termination and Settlement Revenue                         $3                       $10-$16
- ------------------------------------------------------------- ------------------------ ------------------------
- ------------------------------------------------------------- ------------------------ ------------------------
Communications Revenue                                        $399                     $416-$436
- ------------------------------------------------------------- ------------------------ ------------------------
- ------------------------------------------------------------- ------------------------ ------------------------
Information Services Revenue                                  $565                     $450-$550
- ------------------------------------------------------------- ------------------------ ------------------------
- ------------------------------------------------------------- ------------------------ ------------------------
Other Revenue                                                 $24                      $20
- ------------------------------------------------------------- ------------------------ ------------------------
- ------------------------------------------------------------- ------------------------ ------------------------
Consolidated Revenue                                          $988                     $886-$1,006
- ------------------------------------------------------------- ------------------------ ------------------------
- ------------------------------------------------------------- ------------------------ ------------------------
Consolidated Adjusted OIBDA (3)(4)                            $129                     $110-$120
- ------------------------------------------------------------- ------------------------ ------------------------
- ------------------------------------------------------------- ------------------------ ------------------------
Capital Expenditures (5)                                      $44                      $55
- ------------------------------------------------------------- ------------------------ ------------------------
- ------------------------------------------------------------- ------------------------ ------------------------
Unlevered Cash Flow (4)                                       $57                      ($30)-($55)
- ------------------------------------------------------------- ------------------------ ------------------------
- ------------------------------------------------------------- ------------------------ ------------------------
Communications Gross Margin (4)                               78%                      77%-79%
- ------------------------------------------------------------- ------------------------ ------------------------


(1) Projections issued October 23, 2003

(2)  Communications  Services  Revenue  is  GAAP  communications  revenue  minus
reciprocal compensation revenue

(3) Consolidated  Adjusted OIBDA includes $11 million in  restructuring  charges
and excludes $23 million in stock-based compensation expense

(4) See schedule of non-GAAP metrics for definition and  reconciliation  to GAAP
measures

(5) Gross  capital  expenditures  were $49  million  for the quarter and accrual
reversals were $5 million

Consolidated Cash Flow and Liquidity
During the fourth quarter,  unlevered cash flow(1) was $57 million,  versus $144
million  for the third  quarter.  Consolidated  free  cash  flow for the  fourth
quarter was negative $15 million,  versus  positive $40 million for the previous
quarter.  For the full year 2003,  unlevered cash flow increased to $237 million
from  negative $49 million in 2002 and  consolidated  free cash flow improved to
negative $139 million in 2003 compared to negative $434 million last year.

                                     Page 2


As of  December  31,  2003,  the  company  had  cash  and  cash  equivalents  of
approximately $1.1 billion.

"I am pleased with the  improvement in our cash flow year over year," said Sunit
Patel,  CFO of Level 3. "We exceeded our  expectations for cash flow performance
in the quarter due to greater than expected revenue in our information  services
business  and  our  continuing   management  of  working   capital  and  capital
expenditures."

Communications Business
Revenue
Communications  revenue  for the fourth  quarter was $399  million,  versus $413
million for the previous quarter.  Total  communications  revenue for the fourth
quarter  consisted of $376 million of  communications  services  revenue and $23
million of  reciprocal  compensation  revenue,  compared to $388 million and $25
million in the third quarter.

Included in  communications  services  revenue was $3 million and $10 million of
settlement  and   termination   revenue  for  the  fourth  and  third  quarters,
respectively.   Communications   services  revenue,   excluding  settlement  and
termination revenue, decreased by $5 million quarter over quarter. This decrease
is a result of a decrease in softswitch  revenue of $10 million partially offset
by growth in the company's transport and infrastructure  business of $5 million.
The  decrease  in  softswitch  revenue in the  fourth  quarter is due to a price
decrease on a significant number of installed ports for a managed modem customer
that took  effect  during  the  quarter  and the effect of the loss of a Genuity
managed modem customer in the third quarter as previously announced.

During the  quarter,  the  company  announced  new or expanded  agreements  with
several customers including British Telecom, Sprint and United Online.

Cost of Revenue
Communications  cost of revenue for the fourth  quarter  was $87 million  versus
cost of revenue of $91 million for the previous  quarter.  Communications  gross
margin(1)  for both periods was 78 percent.  Excluding the impact of a favorable
settlement  in the third  quarter,  communications  gross margin was 77 percent.
Communications  cost of revenue decreased in the fourth quarter primarily due to
continued migration of Genuity customers to the Level 3 network.

Selling, General and Administrative Expenses (SG&A)
Communications  SG&A expenses were $214 million for the fourth  quarter,  versus
$213 million for the previous quarter. For the same periods, communications SG&A
expenses  include $19 million  and $14  million of non-cash  stock  compensation
expenses.  Communications  SG&A for the third  quarter  included  a $10  million
reduction associated with property taxes.

The total  number of  employees  in the  communications  business  decreased  to
approximately 3,275 at the end of the fourth quarter from approximately 3,500 at
the end of the previous quarter.

                                     Page 3


Adjusted Operating Income Before Depreciation and Amortization (OIBDA)
Adjusted  OIBDA(1)  for the  communications  business  was $110  million for the
fourth  quarter,  versus $120 million for the previous  quarter.  Communications
Adjusted OIBDA margin(1) was 28 percent for the fourth quarter versus 29 percent
in the previous quarter.

Communications  Adjusted  OIBDA for the fourth  quarter  includes  $7 million in
restructuring  charges and excludes $19 million in non-cash  stock  compensation
expense. Communications Adjusted OIBDA for the third quarter included $3 million
in restructuring  charges,  a benefit of $10 million associated with a reduction
in property  taxes,  and  excluded  $14 million in non-cash  stock  compensation
expense.

Genuity Integration
"The integration of Genuity is largely complete, and I am pleased to report that
we continue to significantly  exceed our operational and financial forecasts for
this  acquisition,"  said  Kevin  O'Hara,  COO of  Level  3.  "We  had a goal of
completing  this  integration  and  migration of traffic  within one year of the
acquisition,  and we are on track to  complete  this  during  the first  quarter
2004."

"We continue to evaluate M&A opportunities and, while it is difficult to predict
the outcome of these efforts,  we remain disciplined in looking for acquisitions
that would create further value for our stockholders," said O'Hara.

Information Services Business
Results for the information  services business include the Software Spectrum and
(i)Structure subsidiaries.

"During the fourth  quarter we saw strong  seasonal sales as well as an increase
in business IT spending," said Buddy Miller,  vice chairman of Level 3. "We have
largely completed our previously  announced  restructuring  efforts,  which were
focused on integrating  Software Spectrum and Corporate  Software as well as the
closure of (i)Structure's  operations in Ireland. Going forward we will continue
to focus on growing cash flow from this business segment."

Revenue and Adjusted  Operating  Income  before  Depreciation  and  Amortization
(OIBDA)
Information  services  revenue was $565 million for the fourth  quarter,  versus
$437  million for the previous  quarter.  The increase in revenue for the fourth
quarter,  which is typically  the  strongest  quarter,  is primarily due to both
seasonality and good sales performance.

Adjusted OIBDA(1) for the information  services business was $15 million for the
fourth quarter,  including $4 million in restructuring  charges and excluding $4
million in non-cash stock compensation expense,  compared to negative $8 million
for the previous  quarter,  which included $11 million in restructuring  charges
and  excluded  $1  million  in  non-cash   stock   compensation   expense.   The
restructuring  charges  recognized  in the fourth  quarter  relate to  headcount
reductions.

The total number of employees in the information  services business decreased to
approximately 1,375 at the end of the fourth quarter from approximately 1,420 at
the end of the previous quarter.

                                     Page 4


Other Businesses
The company's other businesses consist primarily of coal mining operations.

Revenue and Adjusted OIBDA
Revenue and  Adjusted  OIBDA(1)  from other  businesses  were $24 million and $4
million for both the third and fourth quarters of 2003.

Corporate Transactions
Capital Structure Changes
As previously announced early in the fourth quarter, a subsidiary of the company
raised $500  million in gross  proceeds  through the  issuance of 10.75%  Senior
Notes and  terminated,  in full,  the company's  $1.125  billion  senior secured
credit facility.  Also previously announced,  the company completed an agreement
to exchange  approximately  $352 million of face value of debt  outstanding  for
approximately  20 million  shares of common stock and $208 million of book value
of 9% Convertible Senior Discount Notes.

Asset Sales
In December  2003, the company  completed the  previously  announced sale of the
Midwest  Fiber Optic Network  (MFON) for  approximately  $16 million.  MFON is a
regional  communications  system that Level 3 acquired  through its  transaction
with Genuity, Inc. last year.

In January 2004, the company  completed the sale of its remaining  investment in
Commonwealth  Telephone   Enterprises,   Inc.  for  approximately  $41  million.
Approximately 1.1 million shares of Commonwealth  Telephone's  common stock were
sold in a private transaction to an institutional investor.

"During  2003 we  continued  our  success  in  monetizing  non-core  assets  and
deleveraging our balance sheet," said Patel. "We reduced our outstanding debt by
approximately  $1.1 billion and received  approximately $120 million in proceeds
from the sale of  non-core  assets.  As a result  of these  actions,  we have no
principal maturities on our unsecured debt until 2008."

Renegotiation of Dark Fiber Agreement
During the fourth  quarter,  the company  renegotiated  an  existing  dark fiber
contract with one of its  customers,  Calpoint  LLC. As part of the  settlement,
Level 3 received  $13  million  in cash,  in  exchange  for  eliminating  future
operating and maintenance  payments.  The $13 million in settlement revenue will
be amortized in communications revenue over three years.

New Service Offerings
As discussed  previously,  the company is focused on deploying new services that
leverage  Level  3's  existing   network   infrastructure   and  address  large,
established  markets  for  communications  services,  particularly  in the voice
market.

Softswitch
To  accelerate  the execution of Level 3's voice  strategy,  Level 3 has further
refined its organizational structure by recently establishing product management
groups structured around three customer segments:  Wholesale,  Business-Oriented
and  Consumer-Oriented  VoIP  services.  Level 3 sells  its  wholesale  services
directly,  and markets business and consumer VoIP services

                                     Page 5


through  third-party  channels that include  partners,  ISPs,  cable TV MSOs and
systems integrators.

In the wholesale  voice  business  segment,  the company's  current  product set
includes (3)Voice(R) Termination, (3)VoIP TOLL FREESM, (3)VoIP MarketplaceSM and
(3)ToneSM.

The company's (3)Voice  Termination  service provides  wholesale  termination of
voice calls over Level 3's IP-based Softswitch network. (3)Voice Termination was
recently expanded  internationally and now includes an IP-to-IP  interconnection
capability.  In December 2003,  T-Systems  International GmbH announced it would
utilize Level 3's enhanced  voice  termination  service to offer new  MPLS-based
voice and data services to large enterprises around the world.

Level  3  introduced  (3)VoIP  Marketplace  in  September  2003,  which  enables
customers to activate  local calling  capability  in major markets  across North
America.  This service  allows call center  operators,  conferencing  providers,
voice portals and other businesses to establish a local presence on the PSTN and
receive locally dialed calls.

Level 3 also  recently  launched  its (3)VoIP  TOLL FREE  service,  which offers
reliable, toll-free,  nationwide calling infrastructure complementary to (3)VoIP
Marketplace.  In January 2004, Raindance  Communications announced that it would
use the new toll free voice service from Level 3 to offer the  industry's  first
nationwide VoIP  conferencing  platform  delivered by a Web and audio conference
provider.

Level 3 launched (3)Tone in September 2003, and continues to build its roster of
value-added  resellers  and  partners.  (3)Tone is designed for small and medium
sized  businesses  and  significantly  lowers  up-front  capital   expenditures,
eliminates  long distance  charges for calls between  branch  offices,  and cuts
costs tied to IT administration.

Level 3 expects to begin offering a wholesale residential  Voice-over-IP service
during the first half of 2004. This service will allow broadband Internet access
providers  including cable operators and DSL access  providers to offer IP-based
local and long  distance  voice  services  to their  residential  customers  and
subscribers.

"All our VoIP services utilize and leverage our extensive  softswitch  platform.
We operate the world's largest softswitch  platform and reach over 93 percent of
the US  population,"  said  Sureel  Choksi,  EVP  and  President  of  Softswitch
Services.  "We believe our years of experience scaling this proprietary platform
allow  us to  offer a  high-quality,  carrier-grade  service  that  enables  our
customers  to take  advantage of the superior  economics  of  Voice-over-IP.  We
believe we have a comprehensive set of Voice-over-IP services and can enable our
business  partners  to offer  high-quality,  low-cost  voice  services  to their
business and residential customers."

Transport and Infrastructure
The company also recently launched (3)HubSM Private Line, a private line service
that enables  customers  to control and own a dedicated  facility on the Level 3
network.  This pay-as-you-go  solution offers the company's customers operating,
network,  and capital  expenditure  savings.  In November 2003, BT Americas Inc.
announced that it would use Level 3's new (3)Hub  Private Line and  (3)Center(r)
Colocation services to expand its MPLS backbone in the Americas.

                                     Page 6


Earlier  this week,  the company  launched  (3)TechSM,  a new  service  offering
technical field support service to Level 3's colocation and dark fiber customers
in North America and Europe.  This service  leverages the company's  world-class
field service  organization and enables customers to reduce network  maintenance
costs and  streamline  network  operations.  This  service is offered in Level 3
gateways as well as other on-net  customer  locations.  A European PTT and CENIC
are among the initial customers of the new (3)Tech service.

IP and Data Services
The company  plans to launch new services in 2004 that  leverage its advanced IP
MPLS-enabled backbone.  These new services provide a private,  secure IP network
to  support  IP-VPN  and voice and other  advanced  applications  with  class of
service.  Level  3 will  sell  these  services  through  distribution  partners,
including carriers, PTTs, value-added resellers, and systems integrators.

Level 3 also plans to introduce new low-speed enhancements to its (3)FlexSM data
service,  an offering  announced  in  September  2003,  that  enables  media and
entertainment  companies,  ISPs, cable operators,  enterprises and others to use
Ethernet  technology  to more  simply  and  cost  effectively  meet  their  data
networking needs. The lower speed  capabilities are expected to make the service
more  desirable to the enterprise  market,  which Level 3 will continue to serve
through other service providers, systems integrators and value-added resellers.

New Services Summary
"As a result of the new services we have  announced  over the past two quarters,
we have increased our addressable  market from  approximately $34 billion to $66
billion,"  said Crowe.  "We will continue to launch new services to increase our
addressable  market for  communications  services  that leverage our network and
represent opportunities for the company to enter large existing markets where we
have  a  competitive  advantage.   We  believe  the  mid-  to  long-term  growth
opportunities  for the company are  significant in areas such as  Voice-over-IP,
new local transport services, converged data and voice networks and IP-VPNs."

"As a result of our new service  initiatives,  we are increasing the size of our
global  communications  business sales force by approximately 100 salespeople in
order to provide increased  attention to growing vertical segments such as voice
service  providers,  the government and system  integrators,"  added Crowe.  "In
particular, given our recent success and sales to the government sector, we have
created a group based in Washington,  D.C., to focus  directly on  opportunities
with the  government  sector.  We are  also  focused  on  growing  our  indirect
distribution  to  the  business  and  consumer   markets  through  partners  and
value-added resellers."

Business Outlook
"We expect to see pressure on our top-line in the first half of 2004,  primarily
from our  managed  modem  business,"  said Crowe.  "Our goal is to grow  revenue
during the latter part of 2004 when we expect to see a positive  impact from the
sales of our new services."

"In particular,  our largest managed modem customer,  AOL, has recently notified
the company of their intent to reduce overall  purchases of dial-up capacity and
to proportionately  reduce purchases from the company. While the company has not
yet  received  formal  notification  of this  reduction  and thus is  unable  to
estimate  the  financial  impact  with  accuracy,  we believe the impact of this
reduction and other factors could result in a  year-over-year  reduction of $100
million to $150  million in our  managed  modem  related  revenue,  of which the
substantial

                                     Page 7


majority  would result from  potential  AOL actions.  While the company  expects
continuing  reductions in managed modem related  revenue,  future  decreases are
expected to be more gradual and in line with overall market declines."

"Assuming  these  potential  declines in managed modem related  revenue occur as
described above, we would expect  communications  revenue,  including reciprocal
compensation   but   excluding    termination   revenue,   to   decline   by   a
high-single-digit  percentage  in 2004 versus 2003," said Crowe.  "However,  our
goal is to report  positive  growth in fourth quarter 2004 revenue versus fourth
quarter 2003 as a result of the expected contribution from new services, as well
as growth in existing businesses, excluding managed modem."

"We expect an increase in operating and capital expenditures from current levels
to fund significant  growth in our sales force, new service  initiatives and new
customer segments such as the federal government," said Crowe. "Importantly,  we
believe  that while 2004 will be a transition  year from a revenue  perspective,
our margins in the communications  business for the full year 2004 should remain
consistent with our current margins."

"We have previously  stated that we expect the company's  positive overall trend
experienced in consolidated  free cash flow to continue," said Crowe.  "However,
if the potential  reduction in managed modem related revenue occurs as described
above,  we expect  that  consolidated  free cash flow will  decline  by  between
approximately $40 million and $60 million year over year."

First Quarter 2004

Metric                                        First Quarter
($ in millions)                               Projections
- --------------------------------------------- ------------------------
- --------------------------------------------- ------------------------
Communications Revenue                        $380-$400
- --------------------------------------------- ------------------------
- --------------------------------------------- ------------------------
Consolidated Adjusted OIBDA                   $110-$120
- --------------------------------------------- ------------------------
- --------------------------------------------- ------------------------
Capital Expenditures                          $65
- --------------------------------------------- ------------------------

"We expect  communications  revenue to be flat to declining in the first quarter
primarily as a result of a reduction in communications  services  revenue," said
Patel. "This reduction is expected as a result of price reductions that occurred
for  certain of our IP and managed  modem  customers  during the fourth  quarter
2003."

Consolidated  Adjusted  OIBDA is expected  to  decrease  to $110  million - $120
million in the first  quarter as a result of the quarter over quarter  reduction
in  consolidated  revenue  from  the  seasonality  of the  information  services
business as well as a slight decline in communications revenue.

Capital  expenditures are expected to increase to  approximately  $65 million in
the first quarter as the company begins investing in new service initiatives and
network build out related to recently awarded government contracts.

                                     Page 8


Summary
We are very focused on  introducing  a series of new services  that leverage the
investment  we have  made in our  advanced  network  and  where we  provide  our
customers with savings relative to services  available  today," said Crowe. "Our
goal in 2004  is to  offset  lost  revenues  from  our  managed  modem  business
primarily  from growth in sales of new services  and to generate  real growth in
the  second  half,  which  should  give  the  company  a  solid  foundation  for
substantial positive growth in 2005."

Conference Call Information
Level 3 will hold a  conference  call to discuss the  company's  fourth  quarter
results  at  11  a.m.  Eastern  Time  today.  To  join  the  call,  please  dial
612-326-1011.  A live  broadcast  of the call can also be heard on Level 3's web
site at  www.level3.com.  An audio replay of the call will be  accessible on the
company's web site or by dialing 320-365-3844; access code 715055.

(1) Non-GAAP Metrics
Pursuant to Regulation G, the company is hereby  providing a  reconciliation  of
non-GAAP financial metrics to the most directly comparable GAAP measure.

The company provides  projections that include non-GAAP metrics that the company
deems  relevant  to  management  and  investors.   These  non-GAAP  metrics  are
Consolidated  Adjusted  OIBDA,   communications  gross  margin,   Communications
Adjusted OIBDA margin,  unlevered cash flow and consolidated free cash flow. The
following  reconciliation  of these non-GAAP  financial metrics to GAAP includes
forward-looking  statements  with  respect to the  information  identified  as a
projection.  Level  3  has  made  a  number  of  assumptions  in  preparing  our
projections,  including  assumptions as to the components of financial  metrics.
These  assumptions,  including  dollar  amounts of the various  components  that
comprise a financial metric, may or may not prove to be correct.  We caution you
that these forward-looking statements are only predictions, which are subject to
risks  and  uncertainties   including   technological   uncertainty,   financial
variations,  changes in the regulatory  environment,  industry  growth and trend
predictions.  Please see the  company's  Annual  Report on Form  10-K/A-1  for a
description of these risks and uncertainties.

In order to provide  projections  with  respect  to  non-GAAP  measures,  we are
required  to  indicate  a range for GAAP  measures  that are  components  of the
reconciliation  of the non-GAAP  metric.  The provision of these ranges is in no
way meant to indicate that the company is  explicitly  or  implicitly  providing
projections  on  those  GAAP  components  of the  reconciliation.  In  order  to
reconcile the non-GAAP  financial  metric to GAAP, the company has to use ranges
for the GAAP components  that  arithmetically  add up to the non-GAAP  financial
metric. While the company feels reasonably comfortable about the projections for
its non-GAAP  financial  metrics,  it fully expects that the ranges used for the
GAAP components will vary from actual results.  We will consider our projections
of non-GAAP  financial metrics to be accurate if the specific non-GAAP metric is
met or exceeded, even if the GAAP components of the reconciliation are different
from those provided in an earlier reconciliation.

Communications  Gross  Margin  ($) is  defined as  communications  revenue  less
communications  cost of revenue from the  consolidated  condensed  statements of
operations.

                                     Page 9


Cost of  Revenue  for the  communications  business  includes  leased  capacity,
right-of-way  costs, access charges and other third party circuit costs directly
attributable  to the  network,  as well as  costs of  assets  sold  pursuant  to
sales-type leases.  Communications Gross Margin (%) is defined as communications
gross margin ($) divided by  communications  revenue.  Management  believes that
communications gross margin is a relevant metric to provide to investors,  as it
is a metric that management uses to measure the margin  available to the company
after it pays third party network  services costs; in essence,  a measure of the
efficiency of the company's network.

COMMUNICATIONS GROSS MARGIN ($ in millions)

                                                                   
                                             Q303             Q403         Full Year 2003

Communications revenue                       $413             $399             $1,947
Communications cost of revenue               $91               $87              $370
Communications Gross Margin ($)              $322             $312             $1,577
Communications Gross Margin (%)               78%              78%               81%



Consolidated Adjusted OIBDA is defined as operating income from the consolidated
condensed  statements of operations,  plus  depreciation and  amortization  plus
non-cash impairment charges plus non-cash stock compensation expense.

Communications Adjusted OIBDA Margin is defined as Communications Adjusted OIBDA
divided by communications revenue.

Management  believes  that  Adjusted  OIBDA and  Communications  Adjusted  OIBDA
margins are relevant and useful metrics to provide to investors,  as they are an
important  part  of the  company's  internal  reporting  and are  indicators  of
profitability  and  operating  performance,  especially  in a  capital-intensive
industry such as  telecommunications.  Management  also uses Adjusted  OIBDA and
Communications  Adjusted  OIBDA margins to compare the company's  performance to
that of its competitors. Adjusted OIBDA excludes non-cash impairment charges and
non-cash stock compensation expense due to the company's adoption of the expense
recognition  provisions of SFAS No. 123.  Additionally,  Adjusted OIBDA excludes
interest  expense and income tax expense and other  gains/losses not included in
operating income.  Excluding these items eliminates the expenses associated with
the  company's  capitalization  and  tax  structures.  Adjusted  OIBDA  excludes
depreciation  and  amortization  expense  in order to  eliminate  the  impact of
capital  investments  which  management  believes  should be  evaluated  through
consolidated free cash flow.

There are  limitations  to using  non-GAAP  financial  measures,  including  the
difficulty  associated  with comparing  companies  that use similar  performance
measures  whose  calculations  may  differ  from  the  company's   calculations.
Additionally,  this financial measure does not include certain significant items
such as depreciation and amortization,  interest expense and non-cash impairment
charges.  Adjusted OIBDA and Communications  Adjusted OIBDA margin should not be
considered a substitute for other measures of financial  performance reported in
accordance with GAAP.

                                    Page 10



                                                                                                

Consolidated Adjusted OIBDA
Three Months Ended December 31, 2003          Communications    Information                     Con-
($ in millions)                                                  Services        Other       solidated

Net Earnings/(Loss)                              ($166)             $4            $41         ($121)
Income from Discontinued Operations               ($4)              --            --           ($4)
Cumulative Effect of Change in Accounting          --               --            --            --
Income Tax (Benefit)/Expense                       --               $1           ($39)         ($38)
Plus Other (Income)/Expense                        $87              --            --            $87
Operating Income/(Loss)                           ($83)             $5            $2           ($76)
Plus Depreciation and Amortization Expense        $174              $6            $2           $182
Plus Non-Cash Compensation                         $19              $4            --            $23
Plus Non-Cash Impairment Charges                   --               --            --            --
Consolidated Adjusted OIBDA                       $110             $15            $4           $129





                                                                                   
Consolidated Adjusted OIBDA
Three Months Ended September 30, 2003          Communications    Information                    Con-
($ in millions)                                                   Services        Other       solidated

Net Earnings/(Loss)                               ($246)           ($16)           $15          ($247)
Income from Discontinued Operations                ($3)              --            --            ($3)
Cumulative Effect of Change in Accounting           --               --            --             --
Income Tax (Benefit)/Expense                        --               --           ($12)         ($12)
Plus Other (Income)/Expense                        $154              --           ($1)           $153
Operating Income/(Loss)                            ($95)           ($16)           $2           ($109)
Plus Depreciation and Amortization Expense         $201              $7            $2            $210
Plus Non-Cash Compensation                          $14              $1            --            $15
Plus Non-Cash Impairment Charges                    --               --            --             --
Consolidated Adjusted OIBDA                        $120             ($8)           $4            $116





                                                                                   
Consolidated Adjusted OIBDA
Three Months Ended June 30, 2003                Communications  Information                      Con-
($ in millions)                                                   Services        Other       solidated

Net Earnings/(Loss)                               ($455)           ($17)           $10          ($462)
Income from Discontinued Operations                ($3)              $9            --             $6
Cumulative Effect of Change in Accounting           --               --            --             --
Income Tax (Benefit)/Expense                        --               --            --             --
Plus Other (Income)/Expense                        $325             ($2)          ($9)           $314
Operating Income/(Loss)                           ($133)           ($10)           $1           ($142)
Plus Depreciation and Amortization Expense         $218              $9            $1            $228
Plus Non-Cash Compensation                          $24              $1            --            $25
Plus Non-Cash Impairment Charges                    --               --            --             --
Consolidated Adjusted OIBDA                        $109              --            $2            $111



                                    Page 11



                                                                                    
Consolidated Adjusted OIBDA
Three Months Ended March 31, 2003                   Communications  Information                  Con-
($ in millions)                                                    Services        Other       solidated

Net Earnings/(Loss)                                  $47             ($4)           $76           $119
Income from Discontinued Operations                 ($2)             ($2)           --            ($4)
Cumulative Effect of Change in Accounting            --               --           ($5)           ($5)
Income Tax (Benefit)/Expense                         --               --            --             --
Plus Other (Income)/Expense                         $131              --           ($70)          $61
Operating Income/(Loss)                             $176             ($6)           $1            $171
Plus Depreciation and Amortization Expense          $199              $7            $1            $207
Plus Non-Cash Compensation                           $21              $2            --            $23
Plus Non-Cash Impairment Charges                     --               --            --             --
Consolidated Adjusted OIBDA                         $396              $3            $2            $401





                                                                                    
Consolidated Adjusted OIBDA
Twelve Months Ended December 31, 2003            Communications   Information                      Con-
($ in millions)                                                    Services        Other        solidated

Net Earnings/(Loss)                                 ($820)           ($33)          $142          ($711)
(Income)/Loss from Discontinued Operations          ($12)             $7             --            ($5)
Cumulative Effect of Change in Accounting             --              --            ($5)           ($5)
Income Tax (Benefit)/Loss                             --              $1           ($51)          ($50)
Plus Other (Income)/Expense                          $697            ($2)          ($80)           $615
Operating Income/(Loss)                             ($135)           ($27)           $6           ($156)
Plus Depreciation and Amortization Expense           $792             $29            $6            $827
Plus Non-Cash Compensation                           $78              $8             --            $86
Plus Non-Cash Restructuring Charges                   --              --             --             --
Consolidated Adjusted OIBDA                          $735             $10           $12            $757




                                                                                    
Consolidated Adjusted OIBDA
Twelve Months Ended December 31, 2002            Communications  Information                       Con-
($ in millions)                                                    Services        Other        solidated

Net Earnings/(Loss)                               ($1,098)           $12            $228          ($858)
Income from Discontinued Operations                  --              ($2)            --            ($2)
Cumulative Effect of Change in Accounting            --               --             --             --
Income Tax (Benefit)                               ($118)            ($2)           ($1)          ($121)
Plus Other (Income)/Expense                         $372              $1           ($205)          $168
Operating Income/(Loss)                            ($844)             $9            $22           ($813)
Plus Depreciation and Amortization Expense          $768             $25             $8            $801
Plus Non-Cash Compensation                          $175              $6             --            $181
Plus Non-Cash Impairment Charges                    $182              --             --            $182
Consolidated Adjusted OIBDA                         $281             $40            $30            $351



                                    Page 12



                                                                           
Communications Adjusted OIBDA Margin                                               Full Year 2003
($ in millions)                                            Q303         Q403
Communications revenue                                     $413         $399           $1,947
Communications Adjusted OIBDA                              $120         $110            $735
Communications Adjusted OIBDA Margin                        29%         28%              38%




                                                    Consolidated
Projected Consolidated Adjusted OIBDA                  Range
Three Months Ended March 31, 2004
($ in millions)

                                                Low           High

Net Earnings/(Loss)                           ($200)         ($210)
Income from Discontinued Operations             --             --
Cumulative Effect of Change in Accounting       --             --
Income Tax (Benefit)/Expense                    --             --
Plus Other (Income)/Expense                    $110           $110
Operating Income/(Loss)                        ($90)         ($100)
Plus Depreciation and Amortization Expense     $180           $200
Plus Non-Cash Compensation                      $20            $20
Plus Non-Cash Impairment Charges                --             --
Consolidated Adjusted OIBDA                    $110           $120


Unlevered  Cash Flow is  defined  as net cash  provided  by (used in)  operating
activities less capital  expenditures  offset by release of capital  expenditure
accruals,  and adding  back cash  interest  paid,  less  interest  income all as
disclosed  in  the  consolidated  condensed  statements  of  cash  flows  or the
consolidated  condensed  statements  of  operations.  Management  believes  that
unlevered  cash flow is a relevant  metric to provide to investors,  as it is an
indicator  of the  operational  strength  and  performance  of the company  and,
measured over time, provides management and investors with a sense of the growth
pattern of the business.

There are  material  limitations  to using  unlevered  cash flow to measure  the
company  against some of its competitors as it excludes  certain  material items
such as cash spent on merger and  acquisition  activity  and  interest  expense.
Level 3 does not  currently pay income taxes due to net  operating  losses,  and
therefore,  generates higher cash flow than a comparable  business that does pay
income taxes.  Additionally,  this  financial  measure is subject to variability
quarter over  quarter as a result of the timing of payments  related to accounts
receivable  and accounts  payable.  Unlevered  cash flow should not be used as a
substitute  for net  change  in cash and cash  equivalents  on the  consolidated
statements of cash flows.

Consolidated  Free  Cash  Flow is  defined  as net cash  provided  by (used  in)
operating  activities  less  capital  expenditures  offset by release of capital
expenditure  accruals as disclosed in the consolidated  condensed  statements of
cash flows.  Management  believes that consolidated free cash flow is a relevant
metric to provide to investors,  as it is an indicator of the company's  ability
to generate cash to service its debt.

                                    Page 13


There are  material  limitations  to using free cash flow to measure the company
against some of its  competitors  as Level 3 does not currently pay income taxes
due to net operating  losses,  and therefore,  generates higher cash flow than a
comparable  business that does pay income taxes.  Additionally,  this  financial
measure is subject to variability quarter over quarter as a result of the timing
of payments related to accounts receivable and accounts payable.  This financial
measure  should  not be used as a  substitute  for net  change  in cash and cash
equivalents on the consolidated statements of cash flows.


                                                                                     
UNLEVERED CASH FLOW AND CONSOLIDATED FREE CASH FLOW
Three Months Ended December 31, 2003                                              Consolidated Free
($ in millions)                                            Unlevered Cash Flow       Cash Flow

Net Cash Provided by Continuing Operations                         $29                  $29
Gross Capital Expenditures                                        ($49)                ($49)
Release of Capital Expenditure Accruals                             $5                   $5
Cash Interest Paid                                                 $75                  N/A
Interest Income                                                    ($3)                 N/A
Total                                                              $57                 ($15)




                                                                             
UNLEVERED CASH FLOW AND CONSOLIDATED FREE CASH FLOW
Three Months Ended September 30, 2003                                           Consolidated Free
($ in millions)                                           Unlevered Cash Flow       Cash Flow

Net Cash Provided by Continuing Operations                       $90                  $90
Gross Capital Expenditures                                      ($52)                ($52)
Release of Capital Expenditure Accruals                           $2                   $2
Cash Interest Paid                                              $109                  N/A
Interest Income                                                  ($5)                 N/A

Total                                                            $144                 $40




CONSOLIDATED FREE CASH FLOW                       Consolidated Free
Six Months Ended December 31, 2003                    Cash Flow
($ in millions)

Net Cash Provided by Continuing Operations              $119
Gross Capital Expenditures                             ($101)
Release of Capital Expenditure Accruals                  $7
Total                                                    $25

                                    Page 14



                                                                           
UNLEVERED CASH FLOW AND CONSOLIDATED FREE CASH FLOW
Twelve Months Ended December 31, 2003                                          Consolidated
($ in millions)                                        Unlevered Cash Flow    Free Cash Flow

Net Cash Provided by Continuing Operations                     $24                 $24
Gross Capital Expenditures                                   ($191)              ($191)
Release of Capital Expenditure Accruals                        $28                 $28
Cash Interest Paid                                            $394                 N/A
Interest Income                                               ($18)                N/A
Total                                                         $237               ($139)





                                                                            
UNLEVERED CASH FLOW AND CONSOLIDATED FREE CASH FLOW
Twelve Months Ended December 31, 2002                                           Consolidated
($ in millions)                                         Unlevered Cash Flow    Free Cash Flow

Net Cash Used in Continuing Operations                         ($431)              ($431)
Gross Capital Expenditures                                     ($218)              ($218)
Release of Capital Expenditure Accruals                         $215                $215
Cash Interest Paid                                              $414                 N/A
Interest Income                                                 ($29)                N/A
Total                                                           ($49)              ($434)



                                                               Consolidated
Projected CONSOLIDATED FREE CASH FLOW                             Range
Twelve Months Ended December 31, 2004
($ in millions)
                                                           Low             High
Net Cash Provided by Continuing Operations                 $70             $100
Gross Capital Expenditures                               ($250)           ($300)
Total                                                    ($180)           ($200)



About Level 3 Communications
Level  3  (Nasdaq:LVLT)  is  an  international  communications  and  information
services company.  The company operates one of the largest Internet backbones in
the world, is one of the largest  providers of wholesale dial-up service to ISPs
in North  America and is the  primary  provider  of  Internet  connectivity  for
millions  of  broadband  subscribers,  through its cable and DSL  partners.  The
company  offers a wide range of  communications  services  over its 22,500  mile
broadband  fiber  optic  network  including  Internet  Protocol  (IP)  services,
broadband  transport  and  infrastructure  services,  colocation  services,  and
patented  Softswitch  managed  modem  and voice  services.  Its Web  address  is
www.Level3.com.

                                    Page 15


The company  offers  information  services  through its  subsidiaries,  Software
Spectrum and (i)Structure.  For additional  information,  visit their respective
web sites at www.softwarespectrum.com and www.i-structure.com.

The Level 3 logo, (3)Voice  Termination and (3)Center  Colocation are registered
service  marks and  (3)VoIP  TOLL FREE,  (3)VoIP  Marketplace,  (3)Tone,  (3)Hub
Private Line,  (3)Tech and (3)Flex are service marks of Level 3  Communications,
Inc. in the United States and/or other countries.


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:  changes in the overall  economy  relating to,
among  other  things,  the  September  11 attacks  and  subsequent  events,  the
challenges of  integration,  substantial  capital  requirements;  development of
effective internal processes and systems; the ability to attract and retain high
quality  employees;  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.

                                    Page 16





                  LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
                 Consolidated Condensed Statements of Operations
                                   (unaudited)

                                                                                                                 
                                                                             Three Months Ended             Twelve Months Ended
                                                                                December 31,                     December 31,

(dollars in millions)                                                         2003           2002              2003          2002
Revenue:

   Communications                                                              $ 399         $ 273            $ 1,947     $ 1,101
   Information Services                                                          565           623              1,999       1,896
   Other                                                                          24            30                 80         114
                                                                                  --            --                 --         ---
    Total Revenue                                                                988           926              4,026       3,111

Costs and Expenses:
   Cost of Revenue                                                               620           630              2,264       2,008
   Depreciation and Amortization                                                 182           201                827         801
   Selling, General and Administrative, including non-cash
       compensation of $23, $27, $86 and $181, respectively                      251           213              1,046         934
   Restructuring Charges, including non-cash impairment
       charges of $-, $138, $- and $182, respectively                             11           131                 45         181
                                                                                  --           ---                 --         ---
    Total Costs and Expenses                                                   1,064         1,175              4,182       3,924
                                                                               -----         -----              -----       -----

Operating Income (Loss)                                                          (76)         (249)              (156)       (813)

Other Income (Loss), net

   Interest Income                                                                 3             6                 18          29
   Interest Expense                                                             (128)         (146)              (567)       (560)
   Other, net                                                                     38            73                (66)        363
                                                                                  --            --                ---         ---
    Other Income (Loss)                                                          (87)          (67)              (615)       (168)
                                                                                 ---           ---               ----        ----

Loss Before Income Taxes                                                        (163)         (316)              (771)       (981)

Income Tax Benefit                                                                38             2                 50         121
                                                                                  --             -                 --         ---
Loss Before Change in Accounting Principle and Discontinued Operations
    Discontinued Operations                                                     (125)         (314)              (721)       (860)

Cumulative Effect of Change in Accounting Principle                                -             -                  5           -
Income from Discontinued Operations                                                4             1                  5           2
                                                                                   -             -                  -           -
Net Loss                                                                      $ (121)       $ (313)            $ (711)     $ (858)
                                                                              ======        ======             ======      ======
Basic Earning (Loss) per Share:
   Loss before Change in Accounting Principle and Discontinued Operations
       Discontinued Operations                                               $ (0.19)      $ (0.73)           $ (1.28)    $ (2.11)
   Cumulative Effect of Change in Accounting Principle                             -             -               0.01           -
   Income from Discontinued Operations                                          0.01             -               0.01           -
                                                                                ----                             ----
   Net Loss                                                                  $ (0.18)      $ (0.73)           $ (1.26)    $ (2.11)
                                                                             =======       =======            =======     =======
Weighted Average Shares Outstanding (in thousands)
   Basic and Diluted                                                         671,992       427,929            565,931     407,317
                                                                             =======       =======            =======     =======



                                    Page 17





                 LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
                     Consolidated Condensed Balance Sheets
                                  (unaudited)

                                                                                      
                                                                            December 31,     September 30,
(dollars in millions)                                                          2003             2003

Assets

Current Assets
    Cash and cash equivalents                                                   $ 1,129           $ 1,317
    Restricted cash                                                                  74               495
    Accounts receivable, less allowances of $28 and $30, respectively               561               355
    Other                                                                           140               119
                                                                                    ---               ---
Total Current Assets                                                              1,904             2,286

Property, Plant and Equipment, net                                                5,727             5,785

Restricted Cash                                                                      61                58

Intangibles and Goodwill, net                                                       459               495

Other Assets, net **                                                                142               150
                                                                                    ---               ---
                                                                                $ 8,293           $ 8,774
                                                                                =======           =======
Liabilities and Stockholders' Equity

Current Liabilities:
    Accounts payable                                                              $ 651             $ 497
    Current portion of long-term debt                                               125               750
    Accrued payroll and employee benefits                                           135               148
    Accrued interest                                                                100                78
    Deferred revenue                                                                189               132
    Other                                                                           231               205
                                                                                    ---               ---
Total Current Liabilities                                                         1,431             1,810

Long-Term Debt, less current portion                                              5,250             5,340

Deferred Revenue                                                                    954               919

Other Liabilities                                                                   477               529

Stockholders' Equity **                                                             181               176
                                                                                    ---               ---
                                                                                $ 8,293           $ 8,774
                                                                                =======           =======



**   The  September  30,  2003  balance  sheet has been  restated to reflect the
     change in the accounting for the investment in Commonwealth  Telephone from
     the equity  method to the cost method as an investment  security  available
     for sale, resulting in an increase to the asset and equity.

                                    Page 18





                  LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (unaudited)
                                                                                                  
(dollars in millions)                                               Three Months Ended         Twelve Months Ended
                                                                     December 31, 2003          December 31, 2003
Cash Flows from Operating Activities:
     Net Loss                                                              $ (121)                    $ (711)
       Gain from discontinued operations                                       (4)                        (5)
       Cumulative effect of change in accounting principle                      -                         (5)
                                                                                -                          --
          Loss from continuing operations                                    (125)                      (721)
     Adjustments to reconcile loss from continuing operations
                 to net cash provided by operating activities:
          Equity earnings, net                                                  -                         (3)
          Depreciation and amortization                                       182                        827
          Induced conversion expense                                            -                        200
          Gain on debt extinguishments, net                                   (37)                       (41)
          Gain on sale of property, plant and equipment,
               toll-road operations and other assets                           (4)                       (74)
          Non-cash expense attributable to stock awards                        23                         86
          Deferred revenue                                                     86                       (263)
          Deferred income taxes                                               (52)                       (64)
          Amortization of debt issuance costs                                   4                         42
          Accreted interest on long term discount debt                         25                        106
          Accrued interest on long-term debt                                   24                         25
          Changes in working capital items:
               Receivables                                                   (198)                       (26)
               Other current assets                                           (25)                        37
               Payables                                                       141                        (55)
               Other current liabilities                                       (7)                       (41)
          Other                                                                (8)                       (11)
                                                                               --                        ---

Net Cash Provided by Operating Activities                                      29                         24

Cash Flows from Investing Activities:
     Decrease in restricted cash and securities, net                           18                          9
     Capital expenditures                                                     (49)                      (191)
     Release of capital expenditure accruals                                    5                         28
     Genuity acquisition                                                       35                       (109)
     Investments and acquisitions                                               -                         (2)
     Proceeds from sale of toll-road operations                                 -                         46
     Proceeds from sale of property, plant and equipment                        7                         58
                                                                                -                         --

Net Cash Provided by/(Used in) Investing Activities                            16                       (161)

Cash Flows from Financing Activities:
     Stock options exercised                                                    -                          3
     Long-term debt borrowings, net of issuance costs                         487                        848
     Purchases of and payments on long-term debt,
        including current portion (net of restricted cash)                   (743)                      (772)
                                                                             ----                       ----

Net Cash Provided by/(Used in) Financing Activities                          (256)                        79

Net Cash Provided by Discontinued Operations                                   20                         37

Effect of Exchange Rates on Cash                                                3                          8
                                                                                -                          -

Net Change in Cash and Cash Equivalents                                      (188)                       (13)

Cash and Cash Equivalents at Beginning of Period                            1,317                      1,142
                                                                            -----                      -----

Cash and Cash Equivalents at End of Period                                $ 1,129                    $ 1,129
                                                                          =======                    =======
Supplemental Disclosure of Cash Flow Information:
     Cash interest paid                                                      $ 75                      $ 394


                                    Page 19