Exhibit 99.1
For Immediate Release
PRESS RELEASE


Contacts:
News Media:	Josh Howell		                           	Investors: Julie Stangl
          		402/943-1309		                                 					402/943-1310

           	Steve Ingish
          		402/943-1337


LEVEL 3 COMMUNICATIONS, INC. ADOPTS STOCKHOLDER RIGHTS PLAN


OMAHA, NEBRASKA, May 29, 1998 - Level 3 Communications, Inc. 
(Nasdaq:LVLT) announced today that its Board of Directors has 
adopted a Stockholder Rights Plan in which preferred stock 
purchase rights will be distributed as a dividend at the rate of 
one Right for each share of the Company's Common Stock held as of 
the close of business on June 10, 1998.  The Rights will expire 
on June 10, 2008.

The Rights are intended to enable all of the Company's 
stockholders to realize the long-term value of their investment 
in the Company.  The Rights will not prevent a takeover, but 
should encourage anyone seeking to acquire the Company to 
negotiate with the Board prior to attempting a takeover.

In a letter being sent to stockholders, James Q. Crowe, president 
and chief executive officer of Level 3 Communications, Inc., said 
the Rights Plan is intended to protect the interests of the 
Company's stockholders in the event the Company is confronted 
with coercive or unfair takeover tactics.  He noted that such 
tactics include "offers that do not treat all stockholders 
equally, the acquisition in the open market or otherwise of 
shares constituting control without offering fair value to all 
stockholders, or other coercive or unfair takeover tactics that 
could impair the Board's ability to represent stockholders' 
interests fully."

Crowe stressed, however, that the Rights Plan "is not intended to 
prevent an acquisition of the Company on terms that your Board 
considers favorable and fair to, and in the best interests of, 
all stockholders, and will not do so.  The Rights Plan is 
designed to deal with the serious problem of unilateral actions 
by hostile acquirers which are calculated to deprive the 
Company's Board of Directors and its stockholders of their 
ability to determine the destiny of the Company."

Each Right will entitle stockholders, in certain circumstances, 
to buy one one-thousandth of a newly issued share of Series A 
Junior Participating Preferred Stock of the Company at an 
exercise price of $490.  The Rights generally will be exercisable 
and transferable apart from the Common Stock only if a person or 
group acquires beneficial ownership of 15 percent or more of the 
Common Stock or commences a tender or exchange offer upon 
consummation of which such person or group would beneficially own 
15 percent or more of the Common Stock.

If any person becomes the beneficial owner of 15 percent or more 
of the Company's Common Stock other than pursuant to an offer for 
all shares which is fair to and otherwise in the best interests 
of the Company and its stockholders, then each Right not owned by 
a 15 percent or more shareholder or certain related parties will 
entitle its holder to purchase, at the Right's then-current 
exercise price, shares of Common Stock (or, in certain 
circumstances as determined by the Board, cash, other property, 
or other securities) having a value of twice the Right's exercise 
price.  In addition, if, after any person has become a 15 percent 
or more stockholder, the Company is involved in a merger or other 
business combination transaction with another person in which its 
Common Stock is changed or converted, or sells 50 percent or more 
of its assets or earning power to another person, each Right will 
entitle its holder to purchase, at the Right's then-current 
exercise price, shares of common stock of such other person 
having a value of twice the Right's exercise price.

The Company will generally be entitled to redeem the Rights at 
$.01 per Right at any time until the tenth day following public 
disclosure that a person or group has become the beneficial owner 
of 15 percent or more of the Company's Common Stock.

Details of the Stockholder Rights Plan are outlined in a summary 
of the Rights Plan, which will be mailed to stockholders.

About Level 3 Communications
Level 3 is a communications and  information services company 
building an advanced Internet Protocol (IP) technology based 
network across the U.S. that is expected to be completed in 
phases by 2001. To provide service in the interim, Level 3 has 
signed an agreement to lease capacity on a national network over 
which it will be able to offer advanced IP-based services in 
selected cities beginning in the third quarter of 1998.  Level 3 
will be the first company to combine both local and long distance 
IP technology based networks connecting customers end-to-end 
across the U.S.  The company will focus primarily on the business 
market using its network to provide a full range of 
communications services -- including local, long distance and 
data transmission as well as other enhanced services and Internet 
access services. Plans also call for the company to expand 
internationally. Level 3's common stock is traded on the Nasdaq 
National Market under the symbol LVLT.  Its World Wide Web 
address is www.L3.com.