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Level 3 Communications Acquires Leading Business Internet Service Provider

LEVEL 3 COMMUNICATIONS ACQUIRES LEADING BUSINESS INTERNET SERVICE PROVIDER

Gains Presence In Key UK Market

OMAHA, NE January 14, 1999 Level 3 Communications, Inc. (Nasdaq:LVLT) announced today that it has acquired BusinessNet Limited, a leading London-based Internet Service Provider (ISP) in a largely stock-for-stock deal.

"The acquisition of BusinessNet significantly accelerates our entry into the UK market," said Colin Williams, Level 3 International's chief executive officer. "They have an established market focus on the financial community, specifically through their IntracityTM network, offering access to financial and other Internet Protocol (IP) oriented information services." "The Internet continues to be the fastest growing segment of the telecommunications market especially in the corporate sector. Companies are increasingly using Internet and Extranet platforms to reach their customers," said Williams.

"These platforms require levels of capacity that the networks Level 3 is constructing are designed to provide. BusinessNet can help us meet and grow this demand. BusinessNet also brings to Level 3 an experienced team that understands both Internet technologies and the UK's competitive telecommunications market." Dr. Sydney O'Hara, chairman of BusinessNet said, "Coupling Level 3's global reach, network capability and proven management team with our experienced staff, client base and services focussed solely on the business community offers a unique opportunity to expand our London customer base to a global field. We are confident that, together with Level 3, we can revolutionize IP-based services in the UK."

The acquisition of BusinessNet in the UK follows the purchase by Level 3 of ISP miknet Internet Based Services, GmbH in Frankfurt, Germany in September of last year. Williams adds, "Like miknet, BusinessNet shares Level 3's focus on bringing Internet service to business users. They share our vision of the power and efficiency of an IP-based communications network."

Level 3 has announced that it is building an international network based on IP technology and that the network will encompass networks in the United States, Europe, and Asia. The company has obtained access on cross-Atlantic cables and has joined with several other telecommunications companies to build a cross-Pacific cable. It is already providing services in the U.S. and expects to begin providing services in Europe in the first quarter of 1999.

About BusinessNet
BusinessNet is a leading provider of IP based services in the City of London. Services provided include Internet access, secure intranets, interactive voice and video services as well as media streaming. In addition to traditional ISP services, BusinessNet also offers access to financial and other IP oriented information services which are available through the BusinessNet IntraCity network. Founded in 1995, BusinessNet has over 300 corporate clients, and operates from four centers in the City of London.


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.