Exhibit 99.2
[Logo]

                                                         1025 Eldorado Boulevard
                                                      Broomfield, Colorado 80021
                                                                  www.Level3.com


                                                                    NEWS RELEASE


Level 3 contacts:

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

                  Arthur Hodges                                 Sandra Curlander
                  720-888-6184                                      720-888-2501

                  Jennifer Daumler
                  720-888-3356


                Level 3 Holds 2005 Annual Meeting of Stockholders


OMAHA, Nebraska, May 17, 2005 - Level 3 Communications,  Inc. (Nasdaq:LVLT) held
its 2005 Annual Meeting of Stockholders today in Omaha, Nebraska.

At the meeting,  stockholders  re-elected James O. Ellis,  Jr., Richard R. Jaros
and  Albert C.  Yates as Class II  directors  of the  board.  Each will  serve a
three-year term expiring at the annual meeting in 2008.

"Jim Ellis and Al Yates  have  already  made  significant  contributions  to the
company since joining our board in February," said Walter Scott Jr., chairman of
Level 3.  "Both  have had  distinguished  careers  in  diverse  fields,  and the
leadership,  integrity and breadth of experience they bring to the board will be
invaluable as we move forward."

Stockholders   also  approved  a  proposal   granting  the  Board  of  Directors
discretionary  authority to amend the company's  certificate of incorporation to
effect a reverse stock split at one of four possible ratios: 1-for-5,  1-for-10,
1-for-15,  and  1-for-20.  The board's  authorization  to implement the split is
effective through May 17, 2006.

"We're pleased that stockholders  approved  management's proposal to authorize a
future  reverse  stock  split," said James Q. Crowe,  Level 3's chief  executive
officer.  "Though we have no imminent plans to conduct such a reverse split,  we
believe  having the  flexibility to do so is in the best interest of the company
and its stockholders."


Also at the meeting,  the stockholders  approved the filing by the company of an
amended and restated certificate of incorporation.

Detailed descriptions of the proposals approved at today's meeting are available
in the company's proxy  statement,  which is available on the company's Web site
at www.Level3.com


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 by 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: developing new products and services that meet
customer  demands and  generate  acceptable  margins;  increasing  the volume of
traffic on Level 3's network;  overcoming  the softness in the economy given its
disproportionate   effect  on  the  telecommunications   industry;   integrating
strategic acquisitions;  attracting and retaining qualified management and other
personnel;  successfully  completing  commercial  testing of new  technology and
information  systems to support  new  products  and  services,  including  voice
transmission  services;  ability to meet all of the terms and  conditions of our
debt  obligations;   overcoming   Software   Spectrum's  reliance  on  financial
incentives,  volume  discounts  and marketing  funds from  software  publishers;
reducing downward pressure of Software Spectrum's margins as a result of the use
of volume  licensing  and  maintenance  agreements;  and reducing  rate of price
compression  on certain of the  Company's  existing  transport  and IP services.
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.