Exhibit 99.1


                                                   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 Third Quarter Results

                 Reports Communications Revenue of $423 Million

            Continued Success With Customer Contracts During Quarter;
                        Increasing Investment in Network



BROOMFIELD, Colo., October 27, 2004 - Level 3 Communications, Inc. (Nasdaq:LVLT)
today announced its third quarter results. Consolidated revenue was $840 million
for the third  quarter  compared to $918  million for the second  quarter  2004.
Communications  revenue was $423  million  versus $391  million for the previous
quarter,  and  information  services  revenue was $392 million  compared to $503
million for the previous quarter.

The net loss for the third quarter 2004 increased to $171 million,  or $0.25 per
share,  compared to a net loss for the previous quarter of $63 million, or $0.09
per share.  Included in the net loss for the previous quarter was a $147 million
gain associated  with the  elimination of a capital lease  obligation due to the
termination  of a  vendor  contract.  Consolidated  Adjusted  OIBDA(1)  was $129
million in the third quarter 2004, which exceeded the projection of $100 million
to  $120  million  and  compares  to  $94  million  for  the  previous  quarter.
Approximately  $67  million  in  reciprocal   compensation  and  $4  million  of
communications  service  revenue was recognized in the third quarter as a result
of an agreement signed with a local carrier.






Overview
"During the third quarter,  we experienced rising demand and new contract awards
for our communications services offerings, particularly for VoIP services," said
James Q. Crowe, CEO of Level 3.

Third Quarter Financial Results Compared to Projections (1)

                                                                                  

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

Communications Services Revenue (2) (excluding termination    $344
and settlement revenue)
   Reciprocal Compensation                                    $78
   Termination and Settlement Revenue                         $1
Communications Revenue                                        $423                     $400-$420

Information Services Revenue                                  $392

Other Revenue                                                 $25

Consolidated Revenue                                          $840

Consolidated Adjusted OIBDA (3)(4)                            $129                     $100-$120

Capital Expenditures (5)                                      $82                      $85

Unlevered Cash Flow (4)                                       ($14)

Free Cash Flow (4)                                            ($98)

Communications Gross Margin (4)                               72%


(1)  Projections issued July 28, 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 $84  million for the quarter and accrual
     reversals were $2 million

Consolidated Cash Flow and Liquidity

During the third quarter 2004,  unlevered cash flow(1) was negative $14 million,
versus  positive $15 million during the second quarter.  Consolidated  free cash
flow for the third  quarter was  negative  $98  million,  versus  negative  $109
million for the previous quarter.

As of September 30, 2004, the company had cash and marketable securities of $856
million compared to $957 million at June 30, 2004.

"Our unlevered cash flow declined quarter over quarter  primarily due to working
capital fluctuations in the information  services business,  lower managed modem
revenue and increased capital expenditures in our communications business," said
Sunit Patel, CFO of Level 3. "Our consolidated free cash flow improved primarily
due to a decrease in cash interest payments. Additionally, we saw the benefit of
decreased network expense associated with the integration of the ICG, Allegiance
and KMC dial-up  networks.  We expect to see further  benefits from decreases in
network expense in future periods."

                                       2


Communications Business
Revenue

Communications revenue for the third quarter 2004 was $423 million,  versus $391
million for the previous  quarter.  Total  communications  revenue for the third
quarter  consisted of $345 million of  communications  services  revenue and $78
million of  reciprocal  compensation  revenue,  compared to $365 million and $26
million  in  the  second  quarter.   Approximately  $67  million  of  reciprocal
compensation and $4 million of communications services revenue was recognized in
the third quarter as a result of an agreement signed with a local phone company,
of which $48 million in cash had been received in prior periods.

Included  in  communications  services  revenue was $1 million and $2 million of
termination   revenue   for  the  third  and  second   quarters,   respectively.
Communications  services  revenue  decreased by $20 million quarter over quarter
primarily due to an expected  reduction in revenue from one large dial-up access
customer partially offset by increases in voice and IP & Data services revenue.


                                                                                         
                                                      Quarter ended        Quarter ended June    Percent
 Communications Revenue ($ in millions)            September 30, 2004           30, 2004         Change

 Transport and Infrastructure                                       $115                   $118     (2.5%)
 Softswitch                                                         $124                   $146    (15.1%)
 IP & Data Services                                                 $106                   $101      5.0%
    Communications Services Revenue                                 $345                   $365     (5.5%)
 Reciprocal Compensation                                             $78                    $26    200.0%
 Communications Revenue                                             $423                   $391      8.2%


The communications  deferred revenue balance increased by $15 million during the
quarter.

Cost of Revenue
Communications  cost of revenue for the third  quarter was $116  million  versus
$119 million for the previous  quarter.  Communications  gross  margin(1) was 72
percent for the third quarter compared to 70 percent in the second quarter.  The
improvement  in  communications  gross margin is primarily  attributable  to the
increase in reciprocal compensation revenue in the third quarter. Communications
cost of  revenue  decreased  in the  third  quarter  primarily  due to  expected
decreases  in  network  expenses  associated  with the ICG  acquisition  and the
termination  and  renegotiation  of vendor  agreements  with  Allegiance and KMC
Telecom.

Selling, General and Administrative Expenses (SG&A)
Communications  SG&A  expenses were $204 million for the third  quarter,  versus
$202 million for the previous quarter.  Communications SG&A expenses include $10
million of  non-cash  stock  compensation  expense in the third  quarter  and $9
million in the second  quarter.  For both periods,  SG&A  expenses  include a $4
million reduction associated with property taxes.

The total  number of  employees  in the  communications  business  increased  to
approximately  3,540 during the third  quarter from  approximately  3,500 in the
second quarter.

                                       3


Adjusted Operating Income Before Depreciation and Amortization (OIBDA)
Adjusted OIBDA(1) for the communications  business increased to $113 million for
the third  quarter  from $79 million for the  previous  quarter.  Communications
Adjusted OIBDA  margin(1) was 27 percent for the third quarter versus 20 percent
in the previous  quarter.  This increase in  Communications  Adjusted  OIBDA was
primarily  the  result of the  expected  increase  in  revenue  from  reciprocal
compensation as previously described.

Communications  Adjusted OIBDA excludes non-cash stock  compensation  expense of
$10 million in the third quarter and $9 million in the second quarter.

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 $392  million  for the third  quarter.  This
compares to revenue of $503  million for the  previous  quarter and $437 million
for the same period last year.  An  increase in  agency-type  sales in the third
quarter of 2004 resulted in the decline from the same period in 2003.  The value
of software sold in the third quarter of 2004 was  consistent  with that sold in
the same period last year, but in accordance with GAAP treatment of agency sales
agreements,  the company recognizes a service fee as revenue instead of the full
value of the software sold.

Adjusted  OIBDA(1) for the information  services business was $9 million for the
third quarter,  compared to $11 million for the previous  quarter which excluded
$1 million in  non-cash  stock  compensation  expense.  For the same period last
year,  Adjusted  OIBDA was  negative $8 million,  which  included $11 million in
restructuring  charges and  excluded $1 million in non-cash  stock  compensation
expense.

"We are pleased with the  performance of our information  services  business and
the continued  strength in the global software  market," said Charles C. Miller,
vice chairman of Level 3. "The  reduction in third quarter  revenue  compared to
the previous quarter is a result of normal seasonality."

The total number of employees in the information  services business increased to
approximately  1,325 at the end of the third quarter from approximately 1,300 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 $25 million and $7
million in the third  quarter  compared  to $24  million  and $4 million for the
previous quarter. Adjusted OIBDA for the third quarter includes approximately $5
million in insurance proceeds from environmental claim payments.

                                       4


New Customer Contracts
"We signed and announced a number of new customer  contracts during the quarter,
and are particularly  encouraged by the strong interest we're seeing for our new
wholesale and consumer VoIP services,  and for our IP VPN services,"  said Kevin
O'Hara,  president  and COO. "In  addition,  Level 3 has  recently  been awarded
several  large  unannounced   transport  and  infrastructure  and  VoIP  service
contracts  by cable  operators,  wireless  companies  and  local  and  long-haul
carriers."

Among the more significant announcements made during the quarter were a major IP
VPN  agreement  with CSC,  VoIP  agreements  with  Charter and Skype,  transport
agreements with Chunghwa Telecom and Adelphia,  and a colocation  agreement with
EarthLink.  More  recently,  Level 3  announced  a major  IP VPN  contract  with
Northrop Grumman and a significant IP transit agreement with NTL.

"We are pleased that we've seen strong  interest in our services from  customers
and that our capabilities  are being included in their service  offerings," said
O'Hara.  "As  we  have  mentioned   previously,   there  is  a  fair  amount  of
interconnection  work and systems  integration  between Level 3 and our partners
that  must be  accomplished  before we begin to  generate  revenue  under  these
contracts. Revenue growth from new customer contracts will also be a function of
our customers' success in the marketplace and their overall rollout schedules."

Corporate Transactions
As  previously  announced,  the  company  acquired  Sprint's  wholesale  dial-up
business on October 1, 2004,  for $34 million in cash.  Most customer  contracts
were not assigned at closing,  and the company expects  assumption or assignment
of these contracts for a majority of customers before the end of the year. Until
such time as a customer  contract is assumed or assigned,  amounts  received for
services provided by Sprint are accounted for as a reduction in purchase price.

While  dependent  upon the timing of the  assumption  or  assignment of customer
contracts,  the company expects to recognize approximately $5 million in revenue
from this transaction in the fourth quarter 2004 and  approximately  $35 million
in revenue in 2005.  The  company  expects to migrate  customers  to the Level 3
network by mid-2005.

Regulatory Events/Reciprocal Compensation
The company recognizes  reciprocal  compensation revenue for compensable minutes
of  ISP-bound  traffic that is  terminated  on Level 3's network for its dial-up
internet access customers.  Reciprocal  compensation is collected either under a
negotiated  interconnection  agreement signed with a carrier, or under the FCC's
mandated regime.

FCC Regime
In October 2004,  the FCC approved  certain  aspects of a  forbearance  petition
filed  by  Core  Communications  in July  2003.  Specifically,  the  FCC  lifted
ISP-bound  traffic  growth  caps and new market  exclusion.  The FCC rate cap of
$.0007 did not change in this order.  Certain of the  company's  interconnection
agreements contain language that supersedes this order.

                                       5


Certain  ISP-bound traffic that is terminated on the Level 3 network is expected
to be subject to the FCC's ISP Remand  Order,  which has been pending at the FCC
for two years.  The FCC has indicated  that it will rule on the ISP Remand Order
soon. The ruling is expected to address, among other things, the FCC's basis for
asserting jurisdiction over ISP-bound traffic.

Once the FCC has ruled on the ISP Remand Order,  the company will  determine the
impact  of  that  decision  on its  current  interconnection  agreements.  If an
agreement   contains  a  change-of-law   provision,   a  party  can  invoke  the
change-of-law  clauses  to modify  the terms of that  agreement.  If there is no
change-of-law  provision in the agreement,  the previously negotiated terms will
stay in place until expiration of the agreement.  When an agreement expires, the
parties would default to the FCC rules on ISP-bound traffic.

Verizon Interconnection Agreement
During  the   quarter,   the  company   signed  an  amendment  to  its  existing
Interconnection  Agreement  with Verizon  Communications.  Under the  amendment,
which was retroactive to April 1, 2004, the intercarrier  compensation  rate for
local,  ISP-bound  traffic  was set at $.0005 for year 2004,  $0.00045  for year
2005,  and $.0004 for year 2006.  The amendment  expires in December 2006 and is
not subject to change in law.

In general, Level 3 prefers negotiated  interconnection agreements to arbitrated
agreements  given the  uncertainty  in the regulatory  environment.  The company
believes  that   negotiated   agreements  can  provide  the  company  with  more
predictable   inter-carrier    relationships   including   interconnection   and
compensation arrangements.

"Importantly,  interconnection  agreements  with local  carriers,  including the
recently  signed Verizon  agreement,  allow us to further  leverage our existing
Softswitch  infrastructure for our VoIP services," said Sureel Choksi, executive
vice president and president, Softswitch Services.

As  previously  announced,  the  company  has  also  negotiated  interconnection
agreements  with Bellsouth and SBC which expire  December 2006 and December 2004
respectively.

"While  subject to future  regulatory  changes,  we  believe  the  company  will
recognize  approximately $100 million to $125 million in reciprocal compensation
revenue in 2005," said Patel.

Business Outlook
Revenue
"Given our  performance and new customer  contracts  signed year to date, we are
updating our previously issued projection for communications revenue,  including
reciprocal  compensation  revenue  but  excluding  termination  revenue,  from a
high-single  digit percent  reduction to a low  single-digit  percent decline in
2004 versus  2003,"  said Patel.  "This  includes  approximately  $40 million in
revenue from managed modem acquisitions in 2004."

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,"
Patel said.

                                       6


Free Cash Flow
"We are  increasing  our  expected  use of cash in 2004 as a result of  business
activity  during the third quarter," said Patel.  "First,  we are increasing our
capital expenditures in the fourth quarter to support our traffic growth and new
customer contracts won in the third and fourth quarters. Second, we have seen an
increase in  integration  expenses  associated  with our  acquisition  activity.
Finally,  while  revenue from new services  continues to grow,  we are receiving
lower-than-expected  cash  payments  from IRU  sales.  As a  result,  we  expect
full-year  Consolidated  Free  Cash Flow to be  negative  $280  million  to $310
million  versus  our  previous  expectation  of  negative  $200  million to $250
million."


                                                             
Fourth Quarter 2004

Metric                                                        Fourth Quarter
($ in millions)                                               Projections

Communications Revenue                                        $455-$475
Consolidated Adjusted OIBDA                                   $155-$170
Capital Expenditures                                          $90


"We expect communications revenue to increase in the fourth quarter primarily as
a result of approximately  $100 million in termination  revenue as the result of
the  expected  termination  of a customer  dark  fiber  contract,"  said  Patel.
"Additionally,  we expect to see an increase in communications services revenue.
This  increase is expected to come from a continued  ramp in our voice  business
and other  services,  as well as  approximately  $5 million in revenue  from the
Sprint managed modem acquisition."

Consolidated  Adjusted OIBDA is expected to increase to between $155 million and
$170   million  in  the  fourth   quarter   primarily  as  a  result  of  higher
communications  revenue  as  described  above.  In  addition,  network  expenses
associated  with the ICG  acquisition  and the integration of Allegiance and KMC
are expected to continue to decline in the fourth quarter.

Capital  expenditures are expected to increase to  approximately  $90 million in
the fourth quarter as the company continues investing in new service initiatives
and its network as a result of previously awarded contracts.

Summary
"We continued to make progress  during the quarter on a number of fronts," Crowe
said. "We saw an increase in sales,  particularly for VoIP services,  as well as
increases  in  IP  traffic  across  our  network.  Additionally,  we  have  made
significant progress during the quarter in expanding our indirect sales channels
to help us take advantage of our growing opportunities.  I believe this positive
momentum positions us well for continued growth and success in the marketplace."

Conference Call Information
Level 3 will hold a  conference  call to discuss  the  company's  third  quarter
results  at 10:00  a.m.  Eastern  Time  today.  To join the  call,  please  dial
612-326-1003.  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 749593.

                                       7


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 is a registered service mark of Level 3 Communications, Inc. in
the United States and/or other  countries.  Level 3 services are offered through
wholly owned subsidiaries of Level 3 Communications, Inc.

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)
                                                          Q204             Q304
Communications Revenue                                    $391             $423
Communications Cost of Revenue                            $119             $116
Communications Gross Margin ($)                           $272             $307
Communications Gross Margin (%)                           70%               72%

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

Net Earnings/(Loss)                                           ($181)             $4            $6          ($171)
Income Tax (Benefit)/Expense                                    --               --            --            --
Plus Other (Income)/Expense                                    $121             $--           $(1)          $120
Operating Income/(Loss)                                        ($60)             $4            $5           ($51)
Plus Depreciation and Amortization Expense                     $163              $5            $2           $170
Plus Non-Cash Stock Compensation Expense                        $10              --            --            $10
Consolidated Adjusted OIBDA                                    $113              $9            $7           $129


                                       10


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



Communications Adjusted OIBDA Margin
($ in millions)                                     Q204                Q304

Communications Revenue                              $391                $423
Communications Adjusted OIBDA                       $79                 $113
Communications Adjusted OIBDA Margin                20%                  27%

                                                        Consolidated
Projected Consolidated Adjusted OIBDA                      Range
Three Months Ended December 31, 2004
($ in millions)
                                                      Low            High
Net Earnings/(Loss)                                  ($137)         ($117)
Plus Other (Income)/Expense                           $117           $107
Operating Income/(Loss)                              ($20)          ($10)
Plus Depreciation and Amortization Expense            $165           $170
Plus Non-Cash Stock Compensation Expense              $10            $10
Consolidated Adjusted OIBDA                           $155           $170


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 September 30, 2004                                                       Consolidated Free
($ in millions)                                                       Unlevered Cash Flow       Cash Flow

Net Cash Used By Operating Activities                                        ($16)                ($16)
Gross Capital Expenditures                                                   ($84)                ($84)
Release of Capital Expenditure Accruals                                       $2                   $2
Cash Interest Paid                                                            $87                  N/A
Interest Income                                                              ($3)                  N/A
Total                                                                        ($14)                ($98)


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)


                                       12


                                                            Consolidated
PROJECTED CONSOLIDATED FREE CASH FLOW                           Range
Twelve Months Ended December 31, 2004
($ in millions)
                                                         Low             High
Net Cash Used In Operating Activities                   ($18)            ($8)
Gross Capital Expenditures                             ($300)           ($280)
Release of Capital Accruals                              $8               $8
Total                                                  ($310)           ($280)


                                       13


                                                                  Attachment #1



                  LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
               Consolidated Condensed Statements of Operations
                                   (unaudited)
                                                                                                  
                                                                                        Three Months Ended
                                                                                 September 30,        June 30,
(dollars in millions)                                                                 2004              2004

Revenue:
   Communications                                                                           $ 423             $ 391
   Information Services                                                                       392               503
   Other                                                                                       25                24
                                                                                               --                --
    Total Revenue                                                                             840               918

Costs and Expenses:
   Cost of Revenue                                                                            487               591
   Depreciation and Amortization                                                              170               177
   Selling, General and Administrative, including non-cash
     compensation of $10 and $10 respectively                                                 234               243
   Restructuring Charges, including noncash impairment
       charges of $-, and $-, respectively                                                      -                 -
                                                                                               --                --
    Total Costs and Expenses                                                                  891             1,011
                                                                                              ---             -----

Operating Income (Loss)                                                                       (51)              (93)

Other Income (Loss), net:
   Interest Income                                                                              3                 3
   Interest Expense                                                                          (120)             (118)
   Other Income (Expense)                                                                      (3)              146
                                                                                               --               ---
    Other Income (Loss)                                                                      (120)               31
                                                                                             ----                --

Loss Before Income Taxes                                                                     (171)              (62)

Income Tax Expense                                                                              -                (1)
                                                                                               --                --

Net Loss                                                                                   $ (171)            $ (63)
                                                                                           ======             =====

Basic Loss per Share:
   Net Loss                                                                               $ (0.25)          $ (0.09)
                                                                                          =======           =======

Weighted Average Shares Outstanding (in thousands):
   Basic                                                                                  685,074           682,629
                                                                                          =======           =======




                                                                  Attachment #2



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

Assets

Current Assets:

    Cash and cash equivalents                                                                     $ 467             $ 547
    Marketable securities                                                                           225               221
    Restricted securities                                                                            50                52
    Accounts receivable, less allowances of $27 and $26, respectively                               375               476
    Other                                                                                           115               122
                                                                                                    ---               ---
Total Current Assets                                                                              1,232             1,418

Property, Plant and Equipment, net                                                                5,402             5,466

Marketable Securities                                                                               164               189

Restricted Securities                                                                                65                62

Intangibles, net and Goodwill                                                                       448               463

Other Assets, net                                                                                    84                90
                                                                                                     --                --

                                                                                                $ 7,395           $ 7,688
                                                                                                =======           =======
Liabilities and Stockholders' Deficit

Current Liabilities:

    Accounts payable                                                                              $ 431             $ 549
    Current portion of long-term debt                                                               144               141
    Accrued payroll and employee benefits                                                            89                90
    Accrued interest                                                                                 97                87
    Deferred revenue                                                                                158               164
    Other                                                                                           156               231
                                                                                                    ---               ---

Total Current Liabilities                                                                         1,075             1,262

Long-Term Debt, less current portion                                                              5,032             5,008

Deferred Revenue                                                                                    984               963

Other Liabilities                                                                                   463               469

Stockholders' Deficit                                                                              (159)              (14)
                                                                                                   ----               ---

                                                                                                $ 7,395           $ 7,688
                                                                                                =======           =======




                                                                  Attachment #3



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

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

Cash Flows from Operating Activities:
     Net loss                                                                                                $ (171)          $ (63)
     Adjustments to reconcile net loss to net cash used in operating activities:
        Depreciation and amortization                                                                           170             177
        (Gain) loss on sale of property, plant and equipment, and other assets                                    2              (2)
        Gain on debt extinguishments, net                                                                         -            (147)
        Non-cash compensation expense attributable to stock awards                                               10              10
        Deferred revenue                                                                                         15               1
        Amortization of debt issuance costs                                                                       4               4
        Accreted interest on discount debt                                                                       19              18
        Accrued interest on long-term debt                                                                       10             (31)
        Changes in working capital items net of amounts acquired:
           Receivables                                                                                          101             (46)
           Other current assets                                                                                   9              (8)
           Payables                                                                                            (120)             52
           Other liabilities                                                                                    (69)             (8)
        Other                                                                                                     4              (2)
                                                                                                                 --              --

Net Cash Used in Operating Activities                                                                           (16)            (45)

Cash Flows from Investing Activities:
     Increase in restricted cash and securities, net                                                             (1)             (4)
     Capital expenditures                                                                                       (84)            (66)
     Release of capital expenditure accruals                                                                      2               2
     Proceeds from sale of property, plant and equipment                                                          3               7
     Purchases of marketable securities                                                                           -            (410)
     Maturity of marketable securities                                                                           20
     ICG acquisition                                                                                             (5)            (25)
                                                                                                                 --             ---

Net Cash Used in Investing Activities                                                                           (65)           (496)

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

Net Cash Used in Financing Activities                                                                            (1)            (75)

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

Net Change in Cash and Cash Equivalents                                                                         (80)           (614)

Cash and Cash Equivalents at Beginning of Period                                                                547           1,161
                                                                                                                ---           -----

Cash and Cash Equivalents at End of Period                                                                    $ 467           $ 547
                                                                                                              =====           =====

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

Total Cash, Current Marketable Securities and Noncurrent Marketable Securities                                $ 856           $ 957