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Level 3 Communications And Union Pacific Railroad Sign Fiber Optic Right Of Way Agreement

LEVEL 3 COMMUNICATIONS AND UNION PACIFIC RAILROAD SIGN FIBER OPTIC RIGHT OF WAY AGREEMENT

Agreement Will Provide Level 3 With Key Routes in Western U.S. To Build Its National Fiber Network

OMAHA, NE, April 2, 1998 – Level 3 Communications, Inc. (LVLT), through its wholly-owned subsidiary, Level 3 Communications, LLC, and Union Pacific Railroad Company (UNP), today announced jointly that they have signed an agreement granting Level 3 the use of approximately 7,800 miles of rights of way along Union Pacific's rail routes, primarily West of the Mississippi.

The agreement, the terms of which were not disclosed, will initially allow Level 3 to construct, operate and maintain its advanced fiber network facilities along rights of way initially connecting 25 cities. Level 3 expects to begin construction of its advanced fiber optic network during the third quarter of 1998.

"This agreement is an important step in our strategic business plan–by acquiring the use of rights of way along Union Pacific's Railroad's extensive system, we will be able to begin construction of the first phase of our national IP-based network," said Level 3 Executive Vice President and COO Kevin O'Hara. "It will also provide us with the opportunity to create a network that is easily upgradeable–giving us a competitive advantage over other carriers with older, legacy systems."

"Union Pacific looks forward to working cooperatively with Level 3 as it implements its plan for this enhancement of the nation's telecommunication infrastructure," said Union Pacific Railroad President and Chief Operating Officer Jerry R. Davis. "Our fiber optic program is the industry leader, with more than 25,000 miles of fiber systems already constructed and operating within our rights of way. Our use of fiber optic technology is vital to the effective operation of our rail system."

Level 3's agreement for construction of a network along the Union Pacific rights of way follows a recent data network agreement with Frontier Corporation to lease capacity on Frontier's 13,000 mile SONET fiber optic network. The leased network will encompass approximately 8,300 route miles of OC12 network capacity, initially connecting 15 of the nation's largest cities and valued at approximately $165 million. The lease arrangement with Frontier will give Level 3 an IP-capable network over which it can begin providing service to business customers in several cities during the third quarter of 1998, while Level 3 builds its own IP-based network – the first national communications network to use Internet technology end-to-end.

About Union Pacific Railroad Company
Union Pacific Railroad Company is an operating subsidiary of Union Pacific Corporation (NYSE: UNP). It is the largest railroad in North America, operating in the western two-thirds of the United States. The system serves 23 states, linking every major West Coast and Gulf Coast port. It also serves four major gateways to the east: Chicago, St. Louis, Memphis and New Orleans. UP is the primary rail connection between the U.S. and Mexico. It interchanges traffic with the Canadian rail system. Its World Wide Web address is www.uprr.com.


About Level 3 Communications
Level 3 Communications, Inc. (NASDAQ: LVLT), an international communications company, operates one of the largest Internet backbones in the world, connecting 180 markets in 18 countries. The company serves a broad range of wholesale, enterprise and content customers with a comprehensive suite of services including: Internet Protocol (IP) services, broadband transport and infrastructure services, colocation services, voice and voice over IP services, content delivery and media distribution services. These services provide the building blocks to enable Level 3’s customers to meet their growing demands for advanced communications solutions. The company’s Web address is www.Level3.com.

"Level 3 Communications,” "Level 3," the red 3D brackets and the Level 3 Communications logo are registered service marks of Level 3 Communications, LLC in the United States and/or other countries.  Level 3 services are provided by wholly owned subsidiaries of Level 3 Communications, Inc.  Any other service, product or company names recited herein may be trademarks or service marks of their respective owners.

Forward-Looking Statement
Some of the statements that we make in this press release are forward looking in nature. These statements are based on management’s current expectations or beliefs. These forward looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside our control, which could cause actual events to differ materially from those expressed or implied by the statements. The most important factors that could prevent us from achieving our stated goals include, but are not limited to our ability to: successfully integrate acquisitions; increase the volume of traffic on our network; defend our intellectual property and proprietary rights; develop new products and services that meet customer demands and generate acceptable margins; successfully complete commercial testing of new technology and information systems to support new products and services; attract and retain qualified management and other personnel; and meet all of the terms and conditions of our debt obligations. 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 press release should be evaluated in light of these important factors. Level 3 is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.