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 Second Quarter Results

                 Reports Communications Revenue of $391 Million

                      New VoIP Customer Contracts Announced

                  Increases Investment to Support New Services
                             And Customer Contracts

                   Outstanding Debt Decreased By $230 Million



BROOMFIELD,  Colo., July 28, 2004 - Level 3 Communications,  Inc.  (Nasdaq:LVLT)
today  announced  its second  quarter  results.  Consolidated  revenue  was $918
million for the second  quarter  compared to $899 million for the first  quarter
2004.  Communications  revenue  was $391  million  versus  $389  million for the
previous quarter,  and information services revenue was $503 million compared to
$494 million for the previous quarter.

The net loss for the second  quarter 2004  decreased to $63 million or $0.09 per
share  compared to a net loss for the previous  quarter of $147 million or $0.22
per share.  Included in the net loss for the second  quarter was a $147  million
gain, or $0.22 per share,  associated  with the  elimination  of $213 million in
capital lease obligations due to the termination of a vendor contract.  Included
in the net loss for the  previous  quarter was a $23 million gain on the sale of
the company's remaining investment in Commonwealth Telephone  Enterprises,  Inc.
Consolidated Adjusted OIBDA(1) was $94 million in the second quarter 2004, which
exceeded  the  projection  of $80 million to $90  million  and  compares to $128
million for the previous quarter.


Overview
"During the second  quarter,  we completed  the launch of our  consumer-oriented
VoIP services and the expansion of our IP VPN service," said James Q. Crowe, CEO
of Level 3. "We also began to see increasing acceptance of these new services in
the  marketplace  along with  significant  customer  interest.  In addition,  we
commenced  market trials with potential  customers and received several contract
awards for these new services."

Second Quarter Financial Results Compared to Projections (1)


                                                                                  

Metric                                                        Second Quarter Actuals   Second Quarter
($ in millions)                                                                        Projections (1)

Communications Services Revenue (2) (excluding termination    $363
and settlement revenue)
   Reciprocal Compensation                                    $26
   Termination and Settlement Revenue                         $2
Communications Revenue                                        $391                     $375-$395
Information Services Revenue                                  $503
Other Revenue                                                 $24
Consolidated Revenue                                          $918
Consolidated Adjusted OIBDA (3)(4)                            $94                      $80-$90
Capital Expenditures (5)                                      $64                      $70
Unlevered Cash Flow (4)                                       $15
Free Cash Flow (4)                                            ($109)
Communications Gross Margin (4)                               70%



     (1)  Projections issued April 29, 2004
     (2)  Communications  Services Revenue is GAAP communications  revenue minus
          reciprocal compensation revenue
     (3)  Consolidated  Adjusted  OIBDA  excludes  $10  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 $66  million  for the  quarter  and
          accrual reversals were $2 million

Consolidated Cash Flow and Liquidity
During the second quarter 2004,  unlevered cash flow(1) was $15 million,  versus
$44 million during the first quarter. Consolidated free cash flow for the second
quarter was negative $109 million,  versus negative $40 million for the previous
quarter.

As of June  30,  2004,  the  company  had  cash  and  marketable  securities  of
approximately $957 million compared to $1.1 billion at March 31, 2004.

"Our consolidated  free cash flow for the second quarter declined  primarily due
to the timing of certain of our interest expense payments and expected increases
in capital  expenditures  associated  with new service  initiatives  and network
build-out  related to previously  awarded  contracts,"  said Sunit Patel, CFO of
Level 3.  "Additionally,  as a result of the  acquisition of ICG's managed modem
business and the termination of certain vendor agreements, we saw an increase in
network  expenses  related to the integration of the ICG and Allegiance  dial-up
networks.  We  expect  to see the  benefits  of  these  expenditures  in  future
periods."

                                       2

Communications Business
Revenue
Communications revenue for the second quarter 2004 was $391 million, versus $389
million for the previous quarter.  Total  communications  revenue for the second
quarter  consisted of $365 million of  communications  services  revenue and $26
million of  reciprocal  compensation  revenue,  compared to $366 million and $23
million in the first quarter.

Included  in  communications  services  revenue was $2 million and $7 million of
settlement  and   termination   revenue  for  the  second  and  first  quarters,
respectively.   Communications   services  revenue,   excluding  settlement  and
termination revenue, increased by $4 million quarter over quarter.

This increase is primarily due to additional  managed modem revenue from the ICG
acquisition  completed  during the second quarter,  partially offset by expected
declines in the company's existing managed modem business.

The  communications  deferred revenue balance increased by $2 million during the
quarter.

Cost of Revenue
Communications  cost of revenue for the second  quarter was $119 million  versus
$81 million for the previous  quarter.  Communications  gross  margin(1)  was 70
percent  for the second  quarter  compared  to 79 percent in the first  quarter.
Communications  cost of revenue increased in the second quarter primarily due to
expected increases in network expenses associated with the ICG acquisition,  and
the termination and  renegotiation of vendor  agreements with Allegiance and KMC
Telecom.  In addition,  the  completion  of the Genuity  migration in the second
quarter resulted in higher than expected network expenses in the second quarter.
The  Genuity  integration  is now  substantially  complete  and as a result,  no
additional expenses associated with this acquisition are expected.

As a result of the contract  termination with Allegiance,  the company assumed a
network   contract   obligation   with  KMC.  This  contract  was   subsequently
renegotiated  in the second quarter,  which resulted in a payment  obligation of
$10 million to KMC. This  obligation is being paid over the course of 2004,  and
recognized as cost of revenue.  As a result of this  renegotiation,  the company
expects to migrate  this  traffic  to its  network by the end of the year,  with
corresponding improvements in gross margin.

"While the ICG,  Allegiance  and KMC  transactions  have a  short-term  negative
effect  on  gross  margins  and  result  in the  use of  cash,  we  believe  the
longer-term  benefits from these  transactions will be substantial,"  said Kevin
O'Hara,  president and COO of Level 3. "We have  successfully  begun the network
migration for the  previously  announced ICG and  Allegiance  transactions,  and
expect to complete these activities over the balance of the year.

Selling, General and Administrative Expenses (SG&A)
Communications  SG&A expenses were $202 million for the second  quarter,  versus
$201 million for the previous  quarter.  For both periods,  communications  SG&A
expenses include $9 million of non-cash stock compensation expense.

                                       3

The total  number of  employees  in the  communications  business  increased  to
approximately  3,500 during the second quarter from  approximately  3,380 in the
first quarter.

Adjusted Operating Income Before Depreciation and Amortization (OIBDA)
Adjusted OIBDA(1) for the  communications  business decreased to $79 million for
the second  quarter from $116 million for the previous  quarter.  Communications
Adjusted OIBDA margin(1) was 20 percent for the second quarter versus 30 percent
in the previous  quarter.  This decrease in  Communications  Adjusted  OIBDA was
primarily the result of the expected  increase in network expenses as previously
described.

Communications  Adjusted  OIBDA for the second  and first  quarter  excludes  $9
million in non-cash stock compensation expense.

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 $503  million for the second  quarter.  This
compares to revenue of $494 million for the previous quarter,  which included $4
million of termination  revenue at  (i)Structure,  and $491 million for the same
period last year.

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

"I am pleased with the second quarter  performance of the  information  services
business," said Charles C. Miller, vice chairman of Level 3. "The strong revenue
performance of our information services business reflects the continued strength
in the global  software  market  and the  benefit  of normal  seasonal  effects.
Additionally,  our  improving  margins  are a  testament  to the  success of our
ongoing cost optimization efforts, which we began last year."

The total number of employees in the information  services business decreased to
approximately 1,300 at the end of the second quarter from approximately 1,310 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 $24 million and $4
million in the second  quarter  compared  to $16  million and $1 million for the
previous quarter.

Debt Reduction
As a result of the company's termination of its vendor agreement with Allegiance
and  principal  payments on capital  leases during the second  quarter,  capital
lease  obligations  decreased by  approximately  $245 million  during the second
quarter.

                                       4

New Customer Agreements and Service Offerings
"Level 3 has been  focused  on the  successful  launch of  several  new  service
offerings in 2004,  particularly  VoIP and IP-based  data  networking  services,
which leverage our existing  network and increase our addressable  market," said
O'Hara.  "I am pleased  that  during the second  quarter,  we began to see early
customer  acceptance,  revenue growth and corresponding  network usage increases
from these new services.

"The  company  has  recently  announced  new  customer   agreements  with  AOL's
Moviefone, Intelsat, Net2Phone, Skype, Tiscali, Teliris and 8x8. The company has
seen substantial activity including market trials and contract awards with cable
companies,  local exchange carriers,  long-haul carriers,  systems  integrators,
ISPs,  VARs and  enhanced  service  providers.  While these  contracts  were not
individually  disclosed  at the  request  of  the  customer,  they  collectively
represent significant opportunities over time."

"Our  customers are choosing  Level 3 as a provider of VoIP services  because of
our extensive local  infrastructure,  our IP network coverage and our softswitch
leadership,"  said O'Hara.  "We are pleased that two of our VoIP  services,  (3)
VoIP SM Local Inbound and (3) ToneSM Business,  received notable industry awards
this quarter that underscore our role as a recognized  leader in VoIP innovation
and network design."

Softswitch Services
During the quarter,  the company  announced two new consumer VoIP services aimed
at cable  operators,  enhanced  service  providers,  ISPs,  IXCs and  others who
provide residential voice services to end-users.

(3)VoIPSM  Enhanced  Local service is targeted  towards  customers 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  gives 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 service also includes additional features such as voice mail,
call waiting, caller ID, three-way conferencing,  and end-user Web-based account
management.

IP & Data Services
During the second quarter,  the company expanded its offering of data networking
services,  including  (3)FlexSM  Network IP VPN, to channel  partners  and value
added  resellers  in the U.S.  and Europe.  Additionally,  Level 3 expanded  its
wide-area Ethernet,  ATM and Frame Relay data networking offerings by adding new
lower speed data services.

                                       5

Business Outlook
Revenue
"Given  our  performance  for the year so far and the  progress  we have made in
launching  our new  services,  we are  confident  that we can meet or exceed our
previously issued projection for communications  revenue,  excluding termination
revenue,  of a high  single-digit  percent  decline in 2004  versus  2003," said
Crowe.

Adjusted OIBDA
"We are reaffirming our previously issued  projection for Consolidated  Adjusted
OIBDA for 2004.  This  projection  was that 2004  Consolidated  Adjusted  OIBDA,
excluding termination and settlement revenue, will be consistent with 2003.

"As a result of slightly higher than expected  network expenses from the ICG and
Allegiance transactions,  as well as the additional expenses associated with the
KMC transaction  that was completed  during the quarter,  and an acceleration of
the timing of all three integrations,  we expect  Communications  Adjusted OIBDA
margins for the full year 2004 to be in the mid-20  percent  range,  a reduction
versus our previously issued projections of high-20 percent range."

"While  these  managed  modem  transactions  put  short-term   pressure  on  our
communications  margins, the longer-term benefits of improved cash flow, network
reliability  and customer  service  that will result from the  migration of this
traffic onto the Level 3 network are  significant,"  Crowe said.  "In  addition,
since the  technology  we utilize to provide modem service is also VoIP capable,
we expect this investment to benefit our VoIP services."

Free Cash Flow
Primarily as a result of higher network  expenses as outlined  above, as well as
an increase in projected capital spending to accommodate growth in the transport
and  infrastructure  and IP businesses,  the company is updating its projections
for 2004 Consolidated Free Cash Flow.

"We expect full year  Consolidated Free Cash Flow to be negative $200 million to
$250 million versus  negative $180 million to $200  million," said Crowe.  "As a
result of various VoIP and data contracts we are pursuing or have won, we expect
to fund additional  capital  expenditures this year. In addition,  as previously
mentioned,  we are incurring additional network expense and capital expenditures
associated  with the  migration  of  Allegiance,  KMC,  and ICG  traffic  to our
network.  Both of these actions  described above are expected to yield cash flow
benefits in future years."

Third Quarter 2004

Metric                                                        Third Quarter
($ in millions)                                               Projections

Communications Revenue                                        $400-$420
Consolidated Adjusted OIBDA                                   $100-$120
Capital Expenditures                                          $85

                                       6

"We expect communications  revenue to increase in the third quarter primarily as
a result of a smaller  than  expected  decline in managed  modem  revenue and an
increase in reciprocal  compensation  and settlement and  termination  revenue,"
said Patel.

Consolidated  Adjusted  OIBDA is expected  to  increase to $100  million to $120
million  in the third  quarter  primarily  as a result of higher  communications
revenue from reciprocal  compensation and termination and settlement revenue. In
addition,   network  expenses  associated  with  the  ICG  acquisition  and  the
integration of Allegiance and KMC are expected to decline in the third quarter.

Communications  Adjusted OIBDA margin for the third quarter is expected to be in
the mid-20 percent range, as previously projected.

Capital  expenditures are expected to increase to  approximately  $85 million in
the third quarter as the company  continues  investing in  previously  announced
service   initiatives  and  network  build-out  related  to  previously  awarded
contracts.

Summary
"Our market share gains during the second  quarter in our service  offerings and
our  initial  successes  with  our new  services  give me  confidence  that  our
competitive  advantages  are being  recognized  by our  customers and within the
industry," said Crowe.

Conference Call Information
Level 3 will hold a  conference  call to discuss the  company's  second  quarter
results  at 10:00  a.m.  Eastern  Time  today.  To join the  call,  please  dial
612-326-1012.  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 736357.

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  23,000-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.

                                       7

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.



                                       8


(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)

                                                                             
                                                                 Q104             Q204

Communications Revenue                                           $389             $391
Communications Cost of Revenue                                   $81              $119
Communications Gross Margin ($)                                  $308             $272
Communications Gross Margin (%)                                   79%              70%



                                       9

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 June 30, 2004                           Communications  Information                     Con-
($ in millions)                                                               Services        Other       solidated

Net Earnings/(Loss)                                            ($66)             $1            $2           ($63)
Income Tax (Benefit)/Expense                                    --               $1            --            $1
Plus Other (Income)/Expense                                    ($33)             $1            $1           ($31)
Operating Income/(Loss)                                        ($99)             $3            $3           ($93)
Plus Depreciation and Amortization Expense                     $169              $7            $1           $177
Plus Non-Cash Stock Compensation Expense                        $9               $1            --            $10
Consolidated Adjusted OIBDA                                     $79             $11            $4            $94



                                       10


                                                                                                

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



Communications Adjusted OIBDA Margin
($ in millions)                                        Q104                Q204

Communications Revenue                                 $389                $391
Communications Adjusted OIBDA                          $116                 $79
Communications Adjusted OIBDA Margin                   30%                  20%


                                                       Consolidated
Projected Consolidated Adjusted OIBDA                      Range
Three Months Ended September 30, 2004
($ in millions)
                                                   Low                     High

Net Earnings/(Loss)                              ($200)                  ($180)
Plus Other (Income)/Expense                       $120                    $110
Operating Income/(Loss)                          ($80)                   ($70)
Plus Depreciation and Amortization Expense        $170                    $180
Plus Non-Cash Stock Compensation Expense          $10                     $10
Consolidated Adjusted OIBDA                       $100                    $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  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

                                       11

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  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.  Consolidated  Free Cash Flow  excludes  cash used for
acquisitions or principal repayments.

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 statements of cash flows.



                                                                                          
UNLEVERED CASH FLOW AND CONSOLIDATED FREE CASH FLOW
Three Months Ended June 30, 2004                                                            Consolidated Free
($ in millions)                                                       Unlevered Cash Flow       Cash Flow

Net Cash Used In Continuing Operations                                       ($45)                ($45)
Gross Capital Expenditures                                                   ($66)                ($66)
Release of Capital Expenditure Accruals                                       $2                   $2
Cash Interest Paid                                                           $127                  N/A
Interest Income                                                              ($3)                  N/A
Total                                                                         $15                ($109)


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)



                                       12


                                                          Consolidated
PROJECTED CONSOLIDATED FREE CASH FLOW                         Range
Twelve Months Ended December 31, 2004
($ in millions)

                                                        Low             High

Net Cash Provided by Continuing Operations              $18              $38
Gross Capital Expenditures                            ($274)           ($244)
Release of Capital Accruals                             $6               $6
Total                                                 ($250)           ($200)






                                       13


                                                                  Attachment #1



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

                                                                                          
                                                                                  Three Months Ended
                                                                               June 30,        March 31,
(dollars in millions)                                                            2004            2004

Revenue:
   Communications                                                                     $ 391           $ 389
   Information Services                                                                 503             494
   Other                                                                                 24              16
                                                                                         --              --
    Total Revenue                                                                       918             899

Costs and Expenses:
   Cost of Revenue                                                                      591             543
   Depreciation and Amortization                                                        177             179
   Selling, General and Administrative, including non-cash
     compensation of $10 and $9, respectively                                           243             235
   Restructuring Charges, including noncash impairment
       charges of $-, and $-, respectively                                                -               2
                  -       -                                                             ---             ---
    Total Costs and Expenses                                                          1,011             959
                                                                                      -----             ---

Operating Income (Loss)                                                                 (93)            (60)

Other Income (Loss), net
   Interest Income                                                                        3               3
   Interest Expense                                                                    (118)           (127)
   Other Income                                                                         146              38
                                                                                        ---              --
    Other Income (Loss)                                                                  31             (86)
                                                                                         --             ---

Loss Before Income Taxes                                                                (62)           (146)

Income Tax Expense                                                                       (1)             (1)
                                                                                         --              --

Net Loss                                                                              $ (63)         $ (147)
                                                                                      =====          ======

Basic Loss per Share:

   Net Loss                                                                         $ (0.09)        $ (0.22)
                                                                                    =======         =======

Weighted Average Shares Outstanding (in thousands)
   Basic                                                                            682,629         679,991
                                                                                    =======         =======



                                                                  Attachment #2


                 LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
                     Consolidated Condensed Balance Sheets
                                  (unaudited)
                                                                                                      
                                                                                        June 30,         March 31,
(dollars in millions)                                                                     2004             2004

Assets

Current Assets:
    Cash and cash equivalents                                                                  $ 547           $ 1,161
    Marketable securities                                                                        221                 -
    Restricted securities                                                                         52                47
    Accounts receivable, less allowances of $26 and $26, respectively                            476               429
    Other                                                                                        122               110
                                                                                                 ---               ---
Total Current Assets                                                                           1,418             1,747

Property, Plant and Equipment, net                                                             5,466             5,598

Marketable Securities                                                                            189

Restricted Securities                                                                             62                63

Intangibles, net and Goodwill                                                                    463               445

Other Assets, net                                                                                 90                99
                                                                                                  --                --
                                                                                             $ 7,688           $ 7,952
                                                                                             =======           =======

Liabilities and Stockholders' Equity (Deficit)

Current Liabilities:
    Accounts payable                                                                           $ 549             $ 510
    Current portion of long-term debt                                                            141               103
    Accrued payroll and employee benefits                                                         90                94
    Accrued interest                                                                              87               118
    Deferred revenue                                                                             164               154
    Other                                                                                        243               220
                                                                                                 ---               ---
Total Current Liabilities                                                                      1,274             1,199

Long-Term Debt, less current portion                                                           5,008             5,276

Deferred Revenue                                                                                 963               970

Other Liabilities                                                                                457               476

Stockholders' Equity (Deficit)                                                                   (14)               31
                                                                                                 ---                --

                                                                                             $ 7,688           $ 7,952
                                                                                             =======           =======




                                                                  Attachment #3


                         LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
                             Consolidated Statements of Cash Flows
                                          (unaudited)
                                                                                                               
                                                                                                       Three Months Ended
                                                                                                    June 30,       March 31,
(dollars in millions)                                                                                 2004           2004

Cash Flows from Operating Activities:

     Net Loss                                                                                             $ (63)         $ (147)

     Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
        Depreciation and amortization                                                                       177             179
        Gain on sale of property, plant and equipment, and other assets                                      (2)            (32)
        Gain on debt extinguishments, net                                                                  (147)              -
        Non-cash compensation expense attributable to stock awards                                           10               9
        Deferred revenue                                                                                      1             (16)
        Amortization of debt issuance costs                                                                   4               4
        Accreted interest on discount debt                                                                   18              18
        Accrued interest on long-term debt                                                                  (31)             18
        Changes in working capital items net of amounts acquired:
           Receivables                                                                                      (46)            121
           Other current assets                                                                              (8)             30
           Payables                                                                                          52            (136)
           Other liabilities                                                                                 (8)            (35)
        Other                                                                                                (2)             (5)
                                                                                                             --              --
Net Cash Provided by (Used in) Operating Activities                                                         (45)              8

Cash flows from Investing Activities:
     Decrease (increase) in restricted cash and securities, net                                              (4)             25
     Capital expenditures                                                                                   (66)            (52)
     Release of capital expenditure accruals                                                                  2               4
     Proceeds from sale of property, plant and equipment                                                      7               9
     Purchases of marketable securities                                                                    (410)              -
     ICG acquisition                                                                                        (25)              -
     Proceeds from sale of Commonwealth Telephone                                                             -              41
                                                                                                            ---             ---
Net Cash Provided by (Used in) Investing Activities                                                        (496)             27

Cash Flows from Financing Activities:
     Payments on long-term debt, including current portion                                                  (75)             (1)
                                                                                                            ---              --
Net Cash Used in Financing Activities                                                                       (75)             (1)

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

Net Change in Cash and Cash Equivalents                                                                    (614)             32

Cash and Cash Equivalents at Beginning of Period                                                          1,161           1,129
                                                                                                          -----           -----

Cash and Cash Equivalents at End of Period                                                                $ 547         $ 1,161
                                                                                                          =====         =======

Supplemental Disclosure of Cash Flow Information:
     Cash interest paid                                                                                   $ 127            $ 87