Exhibit 99.1
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                                                    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 First Quarter Results

                    Reaffirms Full Year 2004 Business Outlook

      Reports Communications Revenue of $389 Million For The First Quarter

                   Announced Launch of Consumer VoIP Services;
                       Acquired ICG's Dial Access Business

     Expects Debt Reduction of Approximately $245 Million In Second Quarter


BROOMFIELD,  Colo., April 29, 2004 - Level 3 Communications,  Inc. (Nasdaq:LVLT)
today announced its first quarter results. Consolidated revenue was $899 million
for the first  quarter  compared to $988  million for the fourth  quarter  2003.
Communications  revenue was $389  million  versus $399  million for the previous
quarter,  and  information  services  revenue was $494  million  compared to the
seasonally strong fourth quarter revenue of $565 million.

Consolidated Adjusted OIBDA(1) was $128 million in the first quarter 2004, which
exceeded  the  projection  of $110  million - $120  million and compares to $129
million  for the  previous  quarter.  The net loss for the  first  quarter  2004
increased  to $147  million  or $0.22 per share  compared  to a net loss for the
previous  quarter of $121  million or $0.18 per share.  Included in the net loss
for the first  quarter 2004 was a $23 million gain on the sale of the  company's
remaining investment in Commonwealth Telephone  Enterprises,  Inc., or $0.03 per
share.  Included in the net loss for the previous quarter was a $37 million gain
on extinguishment of debt and a $38 million tax benefit.




Overview
"Despite a challenging market environment,  we are pleased with our market share
gains  and  customer  wins,  including  the  government  sector,  as well as our
improved  operating  margins in the first quarter," said James Q. Crowe,  CEO of
Level 3. "Consistent  with the past few quarters,  Level 3 continues to focus on
launching new services and is gaining  momentum in our addressable  markets.  We
are encouraged by the initial response from our distribution  partners and their
customers,  and expect to benefit  from the  continued  migration  of voice from
traditional circuit-switched services to softswitch-based VoIP services."

First Quarter Financial Results Compared to Projections (1)

                                                                                  

- ------------------------------------------------------------- ------------------------ ---------------

Metric                                                        First Quarter Actuals    First Quarter
($ in millions)                                                                        Projections (1)
- ------------------------------------------------------------- ------------------------ ---------------
- ------------------------------------------------------------- ------------------------ ---------------
Communications Services Revenue (2) (excluding termination    $359
and settlement revenue)
- ------------------------------------------------------------- ------------------------ ---------------
- ------------------------------------------------------------- ------------------------ ---------------
   Reciprocal Compensation                                    $23
- ------------------------------------------------------------- ------------------------ ---------------
- ------------------------------------------------------------- ------------------------ ---------------
   Termination and Settlement Revenue                         $7
- ------------------------------------------------------------- ------------------------ ---------------
- ------------------------------------------------------------- ------------------------ ---------------
Communications Revenue                                        $389                     $380-$400
- ------------------------------------------------------------- ------------------------ ---------------
- ------------------------------------------------------------- ------------------------ ---------------
Information Services Revenue                                  $494
- ------------------------------------------------------------- ------------------------ ---------------
- ------------------------------------------------------------- ------------------------ ---------------
Other Revenue                                                 $16
- ------------------------------------------------------------- ------------------------ ---------------
- ------------------------------------------------------------- ------------------------ ---------------
Consolidated Revenue                                          $899
- ------------------------------------------------------------- ------------------------ ---------------
- ------------------------------------------------------------- ------------------------ ---------------
Consolidated Adjusted OIBDA (3)(4)                            $128                     $110-$120
- ------------------------------------------------------------- ------------------------ ---------------
- ------------------------------------------------------------- ------------------------ ---------------
Capital Expenditures (5)                                      $48                      $65
- ------------------------------------------------------------- ------------------------ ---------------
- ------------------------------------------------------------- ------------------------ ---------------
Unlevered Cash Flow (4)                                       $44
- ------------------------------------------------------------- ------------------------ ---------------
- ------------------------------------------------------------- ------------------------ ---------------
Communications Gross Margin (4)                               79%
- ------------------------------------------------------------- ------------------------ ---------------


(1)  Projections issued February 5, 2004
(2)  Communications  Services  Revenue  is  GAAP  communications  revenue  minus
     reciprocal compensation revenue
(3)  Consolidated  Adjusted OIBDA includes $2 million in  restructuring  charges
     and excludes $9 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 $52  million for the quarter and accrual
     reversals were $4 million

Consolidated Cash Flow and Liquidity

During the first quarter 2004,  unlevered  cash flow(1) was $44 million,  versus
$57 million during the fourth quarter. Consolidated free cash flow for the first
quarter was negative $40 million,  versus  negative $15 million for the previous
quarter.

As of March 31, 2004, the company had cash and cash equivalents of approximately
$1.1 billion, which was unchanged from December 31, 2003.

"Our  consolidated  free  cash flow for the  first  quarter  is in line with our
expected  increase in capital  expenditures  to support  previously won customer
contracts and working  capital needs during the quarter," said Sunit Patel,  CFO
of Level 3.

                                     Page 2


Communications Business
Revenue
Communications revenue for the first quarter 2004 was $389 million,  versus $399
million for the previous  quarter.  Total  communications  revenue for the first
quarter  consisted of $366 million of  communications  services  revenue and $23
million of  reciprocal  compensation  revenue,  compared to $376 million and $23
million in the fourth quarter.

Included  in  communications  services  revenue was $7 million and $3 million of
settlement  and  termination   revenue  for  the  first  and  fourth   quarters,
respectively.

Communications  services revenue,  excluding settlement and termination revenue,
decreased  by $14 million  quarter  over  quarter.  This  decline is primarily a
result of  expected,  previously  disclosed  price  decreases  in managed  modem
related revenue during the first quarter 2004.

The  communications  deferred  revenue  balance  increased  by $17 million  from
December 31, 2003,  primarily as a result of sales to the government  sector and
systems integrators.

Cost of Revenue
Communications cost of revenue for the first quarter was $81 million versus cost
of  revenue  of $87  million  for the  previous  quarter.  Communications  gross
margin(1)  was 79 percent  for the first  quarter  compared to 78 percent in the
fourth quarter.  Communications  cost of revenue  decreased in the first quarter
primarily  due  to  reduced  network   expenses   associated  with  the  Genuity
integration.

Selling, General and Administrative Expenses (SG&A)
Communications  SG&A expenses  decreased to $201 million for the first  quarter,
versus  $214  million  for  the  previous   quarter.   For  the  same   periods,
communications  SG&A  expenses  include $9 million  and $19  million of non-cash
stock compensation expenses respectively.

The total  number of  employees  in the  communications  business  increased  by
approximately 100 during the first quarter to approximately 3,380 primarily as a
result of the hiring of additional sales personnel during the quarter.

Adjusted Operating Income Before Depreciation and Amortization (OIBDA)
Adjusted OIBDA(1) for the communications  business increased to $116 million for
the first  quarter from $110 million for the  previous  quarter.  Communications
Adjusted OIBDA  margin(1) was 30 percent for the first quarter versus 28 percent
in the previous quarter.

Communications  Adjusted  OIBDA for the first  quarter  excludes  $9  million in
non-cash  stock  compensation  expense.  Communications  Adjusted  OIBDA for the
fourth  quarter  included $7 million in  restructuring  charges and excluded $19
million in non-cash stock compensation expense.


                                     Page 3


Information Services Business

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

Revenue and Adjusted  Operating  Income  before  Depreciation  and  Amortization
(OIBDA)
Information services revenue was $494 million for the first quarter, versus $565
million for the previous quarter and included $4 million of termination  revenue
at  (i)Structure.  The  decrease  in  revenue  for the first  quarter  is due to
seasonality in the company's Software Spectrum business.

Adjusted OIBDA(1) for the information  services business was $11 million for the
first quarter,  including $2 million in restructuring  charges,  compared to $15
million for the previous  quarter,  which  included $4 million in  restructuring
charges and excluded $4 million in non-cash stock compensation expense.

"As expected,  revenue for our  information  services  business  declined due to
typical  seasonality between the fourth and first quarter and continued adoption
of agency type  agreements,"  said Charles C. Miller,  vice chairman of Level 3.
"We  continue  to focus on  improving  operational  efficiency  and  gaining the
benefits of integrating previous acquisitions."

The total number of employees in the information  services business decreased to
approximately  1,310 at the end of the first quarter from approximately 1,375 at
the end of the previous quarter.

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 $16 million and $1
million in the first  quarter  compared  to $24  million  and $4 million for the
previous quarter.

Corporate Transactions
Acquisitions
As  recently  announced,  Level 3 acquired  the  managed  modem  business of ICG
Communications,  Inc. in April 2004 for  approximately  $35 million in cash. The
business  provides  dial-up Internet access to America Online,  EarthLink,  MSN,
United  Online and other  ISPs.  The  company  expects  the  acquisition  to add
incremental revenue of approximately $35 million in 2004.

Termination of Vendor Agreement
Subsequent to the end of the first  quarter,  the company  closed its previously
announced  settlement to terminate its vendor agreement with Allegiance Telecom.
The company paid $54 million in cash to terminate its  obligation to use certain
managed  modem assets  through  December  2006,  including  the use of operating
equipment.  The termination of this contract  eliminates $213 million in capital
lease obligations.

Debt Reduction
As a result of the company's termination of its vendor agreement with Allegiance
and expected  principal  payments on capital  leases during the second  quarter,
capital lease obligations are expected to decrease by approximately $245 million
during the second quarter from a balance of $268 million at March 31, 2004.

                                     Page 4


"In addition to meeting the company's cash return  criteria,  both  transactions
further expand the company's local  interconnection  footprint,  which is key to
providing cost effective VoIP services," said Kevin O'Hara, president and COO of
Level 3.

New Service Offerings
"A primary  focus for the  company  this year is  deploying  new  services  that
leverage  Level  3's  existing   network   infrastructure   and  address  large,
established  markets  for  communications  services,  particularly  in the voice
market," said O'Hara. "With the addition of our consumer-oriented  VoIP services
announced during the quarter,  Level 3's overall  addressable  market has nearly
tripled over the last year to approximately $100 billion.

"Given  the  continued   adoption  of  broadband,   as  well  as  the  continued
improvements  in VoIP  technology,  the voice market is moving from  traditional
circuit-switched  voice services to softswitch-based voice services, or VoIP. We
believe  this is a great  opportunity  for  Level  3 as we  offer  high-quality,
cost-effective  VoIP  services with  enhanced  functionality  over our extensive
softswitch platform and local interconnections that reach over 93 percent of the
U.S. population."

Softswitch Services
The company  currently offers wholesale VoIP services aimed at service providers
and  businesses,  and recently  announced  two new wholesale  services  aimed at
residential users. These new services are expected to serve more than 300 of the
largest U.S. markets by the end of 2004.

(3)VoIPSM  Enhanced Local Service is targeted towards cable operators,  enhanced
service  providers,  IXCs and others who  currently  operate their own switching
infrastructure,  but want to deploy  residential voice services cost effectively
with minimal involvement in local interconnection issues.

The service  enables VoIP  providers the  flexibility to select from a number of
functionalities,  including:  local  and long  distance  calling,  access to the
traditional telephone network (PSTN), local phone numbers,  operator assistance,
directory listings, E911 emergency and local number portability.

HomeToneSM  is a  turnkey  VoIP  residential  service  offering  local  and long
distance  capabilities.  Along  with the  features  of  (3)VoIP  Enhanced  Local
Service,  HomeTone also includes  additional  features such as voice mail,  call
waiting, caller ID, three-way conferencing,  unified messaging, personal locator
service,  and  end-user  Web-based  account  management.  HomeTone  will be sold
through  distribution  partners  including ISPs, cable  operators,  and enhanced
service providers.

"We believe that VoIP  represents a significant  opportunity  for Level 3," said
O'Hara.  "Our  extensive  softswitch  platform,  which  handles  over 25 billion
minutes of traffic per month, is a significant competitive advantage."

Transport and  Infrastructure  Services  During the first  quarter,  the company
launched two new metropolitan  transport  services,  (3)Link(R) Metro Wavelength
and (3)Link(R) Metro Ethernet, in its 36 metropolitan cities. These new services
are complementary to the company's  existing  metropolitan  offerings  including
private line and dark fiber.

                                     Page 5


Business Outlook
"In our fourth quarter earnings  release,  we announced that our largest managed
modem  customer,  AOL, had  preliminarily  notified the company of its intent to
significantly  reduce  overall  purchases  of  dial-up  capacity  ports  and  to
proportionately  reduce  purchases from the company,"  said Crowe.  "We have now
finalized  the terms of the  reduction  in ports and pricing  modifications  and
agreed  to  related  amendments  to our  agreements  with  AOL.  Based  on these
agreements we expect,  beginning in the third quarter,  to reduce ports provided
to AOL by approximately one-third.

"The  expected  decline in 2004 managed  modem  revenue is a function of reduced
pricing  and a  greater  than  proportionate  decline  in our  dial-up  capacity
relative to the subscriber  declines in the U.S.  narrowband market.  Over time,
the company  continues to expect its managed  modem  business to decline in line
with  the  ongoing  consumer  shift  from  narrowband  to  broadband  as well as
continued  pricing  compression.  "Including  the  expected  effects of all port
reductions and price  compression in our managed modem  business,  but excluding
the  positive  effect of revenue from the  acquisition  of ICG's  managed  modem
business, the company is reaffirming its business outlook for 2004."

"This quarter, we are pleased to report industry leading Communications Adjusted
OIBDA  margins  of  30  percent,"   Crowe  said.   "We  expect  second   quarter
Communications  Adjusted  OIBDA margins to decline to  approximately  20 percent
primarily as a result of network and  integration  expenses  associated with the
acquisition of ICG's managed modem business.

"Additionally,  in accordance  with GAAP, the addition of  Allegiance's  managed
modem  assets  result in a  reduction  of debt and an  increase  in our  network
expenses,  and  therefore  does not result in an  improvement  in our  operating
results until the integration is complete.

"Taking into account expected  overall  operational  performance,  including the
effects of both transactions, we expect Communications Adjusted OIBDA margins to
improve to the mid-20  percent  range for the third  quarter  and to the high-20
percent range by year-end.

"These expected improvements in margins,  together with our previously announced
projection that we will experience a return to growth in communications  revenue
in the  latter  part of this year,  are a result of the  company's  new  service
initiatives and the tripling of our  addressable  market to  approximately  $100
billion."

                                     Page 6


Second Quarter 2004

- ------------------------------------------------ ------------------
Metric                                           Second Quarter
($ in millions)                                  Projections
- ------------------------------------------------ ------------------
- ------------------------------------------------ ------------------
Communications Revenue                           $375-$395
- ------------------------------------------------ ------------------
- ------------------------------------------------ ------------------
Consolidated Adjusted OIBDA                      $80-$90
- ------------------------------------------------ ------------------
- ------------------------------------------------ ------------------
Capital Expenditures                             $70
- ------------------------------------------------ ------------------

"Our projection for second quarter  communications  revenue reflects the benefit
of additional revenue from the ICG acquisition offset by expected  reductions in
revenue  from our  existing  managed  modem  business  from  pricing  and  other
factors," said Patel.

Consolidated  Adjusted OIBDA is expected to decline to $80 million - $90 million
in the  second  quarter  primarily  as a result of  additional  network  expense
related to the  termination of the  Allegiance  vendor  agreement,  which shifts
approximately  $9 million of  capital  lease  principal  payments  and  interest
expense to network expenses, as well as expenses associated with the integration
of ICG managed modem traffic,  and an expected increase in sales,  marketing and
promotion  expenses.  The company expects to achieve  network expense  synergies
from both the Allegiance and ICG  transactions  in the second half of 2004, with
corresponding  improvements  in  Communications  Adjusted  OIBDA margins back to
recently reported levels. Revenue from the ICG acquisition in the second quarter
is expected  to be offset by an equal  amount of network  expense and  therefore
does not  contribute to  Communications  Adjusted OIBDA until the latter half of
2004.

Capital  expenditures are expected to increase to  approximately  $70 million in
the second quarter as the company  continues  investing in previously  announced
service   initiatives  and  network  build-out  related  to  previously  awarded
contracts.

Summary
"I am pleased with our successes in the  marketplace  during the first  quarter,
including  our  government  channel,  and the  increased  pace  of new  services
introduction,"  said Crowe. "We remain  encouraged by the discussions and market
trials we are having with our customers for VoIP services.

"While the communications marketplace certainly remains challenging, we continue
to believe the combination of our new services and increased addressable market,
together with our strong  liquidity and solid balance sheet,  put us in a strong
competitive position."

Conference Call Information
Level 3 will hold a  conference  call to discuss  the  company's  first  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 724885.


                                     Page 7


(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  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.

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)
                                                 Q403             Q104
- ------------------------------------------------------------ ----------------
- ------------------------------------------------------------ ----------------
Communications revenue                           $399             $389
- ------------------------------------------------------------ ----------------
- ------------------------------------------------------------ ----------------
Communications cost of revenue                   $87               $81
- ------------------------------------------------------------ ----------------
- ------------------------------------------------------------ ----------------
Communications Gross Margin ($)                  $312             $308
- ------------------------------------------------------------ ----------------
- ------------------------------------------------------------ ----------------
Communications Gross Margin (%)                  78%               79%
- ------------------------------------------------------------ ----------------

                                     Page 8


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 Consolidated 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 Consolidated Adjusted
OIBDA and  Communications  Adjusted  OIBDA  Margins  to  compare  the  company's
performance  to that of its  competitors.  Consolidated  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,  Consolidated  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.  Consolidated  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.  Consolidated  Adjusted OIBDA and Communications  Adjusted OIBDA Margin
should  not  be  considered  a  substitute   for  other  measures  of  financial
performance reported in accordance with GAAP.


                                                                                              
Consolidated Adjusted OIBDA
Three Months Ended March 31, 2004                          Communications  Information                     Con-
($ in millions)                                                               Services        Other       solidated
- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------
- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------
Net Earnings/(Loss)                                           ($175)             $5            $23         ($147)
- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------
- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------
Income Tax (Benefit)/Expense                                    --               --            $1            $1
- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------
- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------
Plus Other (Income)/Expense                                    $111             ($1)          ($24)          $86
- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------
- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------
Operating Income/(Loss)                                        ($64)             $4            --           ($60)
- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------
- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------
Plus Depreciation and Amortization Expense                     $171              $7            $1           $179
- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------
- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------
Plus Non-Cash Stock Compensation Expense                        $9               --            --            $9
- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------
- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------
Consolidated Adjusted OIBDA                                    $116             $11            $1           $128
- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------


                                     Page 9


- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------
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)
- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------
- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------
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 Stock Compensation Expense                        $19              $4            --            $23
- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------
- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------
Consolidated Adjusted OIBDA                                    $110             $15            $4           $129
- ---------------------------------------------------------- -------------- ----------------- ---------- ----------------


- -------------------------------------------------------------- --------------
Communications Adjusted OIBDA Margin
($ in millions)                                      Q403             Q104
- -------------------------------------------------------------- --------------
- -------------------------------------------------------------- --------------
Communications revenue                               $399             $389
- -------------------------------------------------------------- --------------
- -------------------------------------------------------------- --------------
Communications Adjusted OIBDA                        $110             $116
- -------------------------------------------------------------- --------------
- -------------------------------------------------------------- --------------
Communications Adjusted OIBDA Margin                  28%             30%
- -------------------------------------------------------------- --------------

                                                   Consolidated
Projected Consolidated Adjusted OIBDA                 Range
Three Months Ended June 30, 2004
($ in millions)
- -------------------------------------------- -----------------------------
- -------------------------------------------- ------------ ----------------
                                                 Low           High
- -------------------------------------------- ------------ ----------------
- -------------------------------------------- ------------ ----------------
Net Earnings/(Loss)                            ($230)         ($205)
- -------------------------------------------- ------------ ----------------
- -------------------------------------------- ------------ ----------------
Plus Other (Income)/Expense                     $120           $110
- -------------------------------------------- ------------ ----------------
- -------------------------------------------- ------------ ----------------
Operating Income/(Loss)                        ($110)          ($95)
- -------------------------------------------- ------------ ----------------
- -------------------------------------------- ------------ ----------------
Plus Depreciation and Amortization Expense      $180           $175
- -------------------------------------------- ------------ ----------------
- -------------------------------------------- ------------ ----------------
Plus Non-Cash Stock Compensation Expense         $10            $10
- -------------------------------------------- ------------ ----------------
- -------------------------------------------- ------------ ----------------
Consolidated Adjusted OIBDA                      $80            $90
- -------------------------------------------- ------------ ----------------


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

                                    Page 10


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 condensed 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.

There are material  limitations to using  consolidated 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 condensed statements of cash flows.


                                                                          
UNLEVERED CASH FLOW AND CONSOLIDATED FREE CASH FLOW
Three Months Ended March 31, 2004                                           Consolidated Free
($ in millions)                                       Unlevered Cash Flow       Cash Flow
- ----------------------------------------------------- -------------------- --------------------
- ----------------------------------------------------- -------------------- --------------------
Net Cash Provided by Continuing Operations                    $8                   $8
- ----------------------------------------------------- -------------------- --------------------
- ----------------------------------------------------- -------------------- --------------------
Gross Capital Expenditures                                   ($52)                ($52)
- ----------------------------------------------------- -------------------- --------------------
- ----------------------------------------------------- -------------------- --------------------
Release of Capital Expenditure Accruals                       $4                   $4
- ----------------------------------------------------- -------------------- --------------------
- ----------------------------------------------------- -------------------- --------------------
Cash Interest Paid                                            $87                  N/A
- ----------------------------------------------------- -------------------- --------------------
- ----------------------------------------------------- -------------------- --------------------
Interest Income                                              ($3)                  N/A
- ----------------------------------------------------- -------------------- --------------------
- ----------------------------------------------------- -------------------- --------------------
Total                                                         $44                 ($40)
- ----------------------------------------------------- -------------------- --------------------



- ----------------------------------------------------- -------------------- --------------------
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)
- ----------------------------------------------------- -------------------- --------------------


                                    Page 11


                                                   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                     ($254)           ($304)
- ----------------------------------------------------------- ----------------
- ----------------------------------------------------------- ----------------
Release of Capital Accruals                      $4               $4
- ----------------------------------------------------------- ----------------
- ----------------------------------------------------------- ----------------
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.

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)Link  Metro  Wavelength  and (3)Link  Metro  Ethernet  are
registered  service  marks and (3)VoIP  Enhanced  Local Service and HomeTone 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 12


[logo]
                                 ATTACHMENT #1



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

                                                                                                  
                                                                                  Three Months Ended
                                                                              March 31,       December 31,
(dollars in millions)                                                            2004             2003

Revenue:
   Communications                                                                     $ 389            $ 399
   Information Services                                                                 494              565
   Other                                                                                 16               24
                                                                                         --               --
    Total Revenue                                                                       899              988

Costs and Expenses:
   Cost of Revenue                                                                      543              620
   Depreciation and Amortization                                                        179              182
   Selling, General and Administrative, including non-cash
     compensation of $9 and $23, respectively                                           235              251
   Restructuring Charges, including noncash impairment
       charges of $-, and $-, respectively                                                2               11
                                                                                          -               --
    Total Costs and Expenses                                                            959            1,064
                                                                                        ---            -----

Operating Income (Loss)                                                                 (60)             (76)

Other Income (Loss), net
   Interest Income                                                                        3                3
   Interest Expense                                                                    (127)            (128)
   Other Income                                                                          38               38
                                                                                         --               --
    Other Income (Loss)                                                                 (86)             (87)
                                                                                        ---              ---

Loss Before Income Taxes                                                               (146)            (163)

Income Tax (Expense) Benefit                                                             (1)              38
                                                                                         --               --

Loss Before Discontinued Operations                                                    (147)            (125)

Income From Discontinued Operations                                                       -                4
                                                                                          -                -

Net Loss                                                                             $ (147)          $ (121)
                                                                                     ======           ======
Basic Earnings (Loss) per Share:

   Loss Before Discontinued Operations                                              $ (0.22)         $ (0.19)
   Income From Discontinued Operations                                                    -             0.01
                                                                                        ----            ----
   Net Loss                                                                         $ (0.22)         $ (0.18)
                                                                                    =======          =======

Weighted Average Shares Outstanding (in thousands)
   Basic                                                                            679,991          671,992
                                                                                    =======          =======


           (c) 2004 by Level 3 Communications, Inc. All rights reserved.

                                    Page 13


[logo]
                                  ATTACHMENT #2


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

                                                                                                          
                                                                                       March 31,       December 31,
(dollars in millions)                                                                    2004              2003

Assets

Current Assets
    Cash and cash equivalents                                                                $ 1,161           $ 1,129
    Marketable securities                                                                          -                42
    Restricted securities                                                                         47                74
    Accounts receivable, less allowances of $26 and $28, respectively                            429               561
    Other                                                                                        110               140
                                                                                                 ---               ---
Total Current Assets                                                                           1,747             1,946

Property, Plant and Equipment, net                                                             5,598             5,727

Restricted Securities                                                                             63                61

Intangibles, net and Goodwill                                                                    445               459

Other Assets, net                                                                                 99               100
                                                                                                  --               ---

                                                                                             $ 7,952           $ 8,293
                                                                                             =======           =======

Liabilities and Stockholders' Equity

Current Liabilities:
    Accounts payable                                                                           $ 510             $ 651
    Current portion of long-term debt                                                            103               125
    Accrued payroll and employee benefits                                                         94               135
    Accrued interest                                                                             118               100
    Deferred revenue                                                                             154               189
    Other                                                                                        220               231
                                                                                                 ---               ---
Total Current Liabilities                                                                      1,199             1,431

Long-Term Debt, less current portion                                                           5,276             5,250

Deferred Revenue                                                                                 970               954

Other Liabilities                                                                                476               477

Stockholders' Equity                                                                              31               181
                                                                                                  --               ---

                                                                                             $ 7,952           $ 8,293
                                                                                             =======           =======


          (c) 2004 by Level 3 Communications, Inc. All rights reserved.

                                    Page 14

[logo]
                                 ATTACHMENT #3



                  LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (unaudited)
                                                                                                  

                                                                                        Three Months Ended
                                                                                      March 31,     December 31,
(dollars in millions)                                                                  2004           2003

Cash Flows from Operating Activities:
     Net Loss                                                                             $ (147)         $ (121)
       Income from discontinued operations                                                     -              (4)
                                                                                               -              --
       Loss before discontinued operations                                                  (147)           (125)

Adjustments  to  reconcile  loss  before  discontinued  operations  to net  cash
     provided by continuing operations:
        Depreciation and amortization                                                        179             182
        Gain on sale of property, plant and equipment, and other assets                      (32)             (4)
        Gain on debt extinguishments, net                                                      -             (37)
        Non-cash compensation expense attributable to stock awards                             9              23
        Deferred revenue                                                                     (16)             82
        Amortization of debt issuance costs                                                    4               4
        Accreted interest on discount debt                                                    18              25
        Accrued interest on long-term debt                                                    18              24
        Deferred income taxes                                                                  -             (45)
        Changes in working capital items net of amounts acquired:
           Receivables                                                                       121            (198)
           Other current assets                                                               30             (21)
           Payables                                                                         (136)            141
           Other liabilities                                                                 (35)            (14)
        Other                                                                                 (5)             (8)
                                                                                              --              --
Net Cash Provided by Continuing Operations                                                     8              29

Cash flows from Investing Activities:
     Decrease in restricted cash and securities, net                                          25              18
     Capital expenditures                                                                    (52)            (49)
     Release of capital expenditure accruals                                                   4               5
     Proceeds from sale of Commonwealth Telephone                                             41               -
     Proceeds from sale of property, plant and equipment                                       9               7
     Genuity acquisition                                                                       -              35
                                                                                              --              --
Net Cash Provided by Investing Activities                                                     27              16

Cash Flows from Financing Activities:
     Purchases of and payments on long-term debt, including current portion                   (1)           (743)
     Long-term debt borrowings, net of issuance costs                                          -             487
                                                                                              --             ---
Net Cash Used in Financing Activities                                                         (1)           (256)

Net Cash Provided by Discontinued Operations                                                   -              20

Effect of Exchange Rates on Cash                                                              (2)              3
                                                                                              --               -

Net Change in Cash and Cash Equivalents                                                       32            (188)

Cash and Cash Equivalents at Beginning of Year                                             1,129           1,317
                                                                                           -----           -----

Cash and Cash Equivalents at End of Period                                               $ 1,161         $ 1,129
                                                                                         =======         =======

Supplemental Disclosure of Cash Flow Information:
     Cash interest paid                                                                     $ 87            $ 75


          (c) 2004 by Level 3 Communications, Inc. All rights reserved.

                                    Page 15