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Level 3 Expands Customer Agreement with United Online

Contract for United Online’s Use of Level 3 Dial-up Services in Hundreds of U.S. Cities

BROOMFIELD, Colo., October 31, 2003 – Level 3 Communications, Inc. (Nasdaq:LVLT) today announced it has signed a multi-year, multi-million-dollar contract that extends and expands its relationship with United Online, Inc. (Nasdaq:UNTD).  United Online will use Level 3’s dial-up services in hundreds of U.S. cities.

United Online, the nation’s leading provider of value-priced Internet access services, had 5.2 million active users, including a record 2.7 million paying subscribers, on its NetZero, Juno and BlueLight Internet consumer services as of September 30, 2003. In addition to managed modem services, United Online also purchases colocation services from Level 3.

“Level 3 has been a long-standing network partner that consistently delivers the reliability, innovation and support that enables United Online to provide top-quality connectivity to our customers,” said Jon Fetveit, executive vice president and chief strategy officer of United Online. “We look forward to continuing our successful relationship in the coming years.”

“United Online is one of our fastest growing managed modem customers,” said Jack Waters, president of Global Softswitch Services for Level 3. “We’re very pleased that United Online has extended and expanded the agreement with Level 3 for managed modem services, and look forward to continuing to provide them with our advanced capabilities, industry-leading call completion rates, flexible pricing options, and broad geographic coverage.”

(3)Connect® Modem service covers approximately 93 percent of the U.S. population and is available on a per-port basis for a flat monthly fee or on a metered basis based on the total number of hours used. The monthly charge includes local dial-in numbers, complete network coverage for a specific region, modems to collect the incoming traffic, and managed routers.  Level 3 has enhanced its (3)Connect Modem service by recently deploying a technology – called V.92 – that enables ISPs to provide residential and business dial-up users with new features designed to improve end-users’ online experiences.

Level 3 is also one of the largest providers of colocation space in the world, operating more than 70 carrier-neutral data center facilities in the U.S. and Europe. Colocation customers in most major cities can access 8 to 10 other network providers in each Level 3 facility.


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.