Level 3 Terminates Stockholder Rights Plan

    BROOMFIELD, Colo., Feb. 22 /PRNewswire-FirstCall/ -- Level 3
 Communications, Inc. (Nasdaq:   LVLT) announced today that it has terminated its
 stockholder rights plan, commonly referred to as a "poison pill."
     "At the time Level 3 was founded, it was common practice for public
 companies to implement stockholder rights plans," said Jim Crowe, Level 3's
 chief executive officer.  "Over the course of the past year, we have been
 considering the elimination of the plan in consultation with certain of our
 institutional investors.  After careful consideration, we have concluded that
 doing so is in the current interest of the company and its stockholders."
     The stockholder rights plan was implemented by the company's Board of
 Directors in 1998 and had been scheduled to expire in 2008.  Through the
 Board's action, the expiration date of the plan was accelerated to
 February 17, 2005.
     The decision to terminate the plan was not made in connection with any
 pending business transaction.
     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
     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: changes in the overall economy
 relating to, among other things, the September 11 attacks and subsequent
 events, 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.

SOURCE Level 3 Communications, Inc.

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