Level 3 Communications
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Level 3 Communications Announces Increase in Equity Offering to 25,000v000 Shares of Common Stock

LEVEL 3 COMMUNICATIONS ANNOUNCES INCREASE IN EQUITY OFFERING TO 25,000,000 SHARES OF COMMON STOCK

Net Proceeds to be Used to Implement Business Plan

OMAHA, NEBRASKA, March 3, 1999 – it has increased the size of its previously announced offering of common stock by 5,000,000 shares to 25,000,000 shares of its common stock, par value $.01 per share in an underwritten offering. As is customary in an underwritten offering, the company has also agreed to grant to the underwriters an option to purchase additional shares of common stock solely to cover over-allotments.

This option is for 3,750,000 additional shares. The offering will be made by a group of underwriters being led by Salomon Smith Barney Inc., Goldman, Sachs & Co., Credit Suisse First Boston Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated.

Level 3 currently intends to use the net proceeds of the offering in connection with the implementation of its business plan. A portion of the net proceeds may also be used for working capital, general corporate purposes and acquisitions.

Although the company evaluates potential acquisitions from time to time, the company has no agreement or understanding with any person to effect any material acquisition.


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.