Exhibit 4.1

                             AMENDMENT NO. 2 TO THE
                                RIGHTS AGREEMENT

     This Amendment to the Rights  Agreement,  dated as of February 15, 2005, is
made by and between Level 3  Communications,  Inc., a Delaware  corporation (the
"Company"),  and Wells Fargo Bank, NA (formerly known as Norwest Bank Minnesota,
N.A.),  a Delaware  corporation  (the "Rights  Agent"),  and further  amends the
Rights Agreement,  dated as of May 29,  1998, between the Company and the Rights
Agent (the "Rights Agreement").

                                    RECITALS

     WHEREAS,  pursuant  to  Section  26 of  the  Rights  Agreement,  the  Board
Directors  of the  Company  has  determined  that  an  amendment  to the  Rights
Agreement as set forth herein is  necessary,  desirable and in the best interest
of the Company and its stockholders, and the Company and the Rights Agent desire
to evidence such amendment in writing.

     NOW, THEREFORE, the Company and the Rights Agent agree as follows:

     1.  Amendment  to Section  7(a).  Section  7(a) of the Rights  Agreement is
hereby amended and restated to read in its entirety as follows:

     (a) Subject to Section 7(e)  hereof,  the  registered  holder of any Rights
Certificate  may  exercise  the Rights  evidenced  thereby  (except as otherwise
provided   herein   including,   without   limitation,   the   restrictions   on
exercisability set forth in Section 9(c),  Section 11(a)(iii)  and Section 23(a)
hereof)  in  whole or in part at any  time  after  the  Distribution  Date  upon
surrender of the Rights  Certificate,  with the form of election to purchase and
the  certificate on the reverse side thereof duly executed,  to the Rights Agent
at the office or offices of the Rights Agent designated for such purpose,  along
with a  signature  guarantee  and such other and  further  documentation  as the
Rights Agent may  reasonably  request,  together  with payment of the  aggregate
Purchase  Price with  respect to the total  number of one  one-thousandths  of a
share  (or other  securities,  cash or other  assets,  as the case may be) as to
which such surrendered  Rights are then exercisable,  at or prior to the earlier
of (i) the close of business on February 17, 2005 (the "Final Expiration Date"),
or (ii) the time at which the  Rights are  redeemed  as  provided  in Section 23
hereof (the earlier of (i) and (ii) being herein  referred to as the "Expiration
Date") .

2.       Miscellaneous.

     (a) Except as otherwise expressly provided, or unless the context otherwise
requires,  all capitalized  terms used herein have the meanings assigned to them
in the Rights Agreement.

     (b) Each party hereto  waives any  requirement  under the Rights  Agreement
that any additional  notice be provided to it pertaining to the matters  covered
by this Agreement.

     (c) This Amendment may be executed in any number of  counterparts,  each of
which shall be an original,  but such counterparts shall together constitute but
one end and the same document.


     (d) Except as expressly  provided herein, the Rights Agreement is not being
amended,  modified or supplemented in any respect,  and it remains in full force
and effect.

     (e) This Amendment  shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance  with the laws of such State  applicable to contracts  made and to be
performed entirely within such State.

     (f) This Amendment  shall be deemed  effective as of the date first written
above, as if executed on such date.





     IN WITNESS  WHEREOF,  the parties have caused this  Amendment to the Rights
Agreement to be duly executed as of the day and year first written above.


                                           LEVEL 3 COMMUNICATIONS, INC.


                                           By: /s/ Thomas C. Stortz
                                               Name:  Thomas C. Stortz
                                               Title:  Executive Vice President


                                           WELLS FARGO BANK, NA


                                           By: /s/ Barbara M. Novak
                                              Name:  Barbara M. Novak
                                              Title:  Vice President