Agreement Expands Level 3’s Relationship with Leading ISPs

Incremental Revenue of $35 Million Expected For Level 3 In 2004

BROOMFIELD, Colo., April 1, 2004 – Level 3 Communications, Inc. (Nasdaq:LVLT) today announced that it has acquired the wholesale dial access business of ICG Communications, Inc. (OTC:ICGC), a Denver-based communications company.

Level 3 will pay approximately $35 million in cash to acquire the business, which provides dial-up Internet access to America Online, EarthLink, MSN, United Online and other leading ISPs. The purchase price is subject to post-closing adjustments, but those adjustments are not expected to be material. Level 3 expects the acquisition to add incremental revenue of approximately $35 million in 2004.

“This agreement further expands Level 3’s position as one of the leading providers of Internet dial access service in North America,” said James Q. Crowe, Level 3’s chief executive officer. “While the dial access business is undoubtedly maturing, it continues to generate very strong margins and cash flow for our company, given the unique architecture and efficiencies of our softswitch platform. From both a financial and strategic standpoint, we believe the ICG transaction will generate real value for Level 3.”

“We are pleased to be expanding our relationship with Level 3,” said Henry Kim, Vice President, Telecom Services of United Online. “Level 3 has long been a valued vendor of United Online and has demonstrated a strong track record as a high-quality, highly dependable managed modem services provider.”

Level 3 plans to migrate a majority of ICG’s customer traffic onto its own network infrastructure over the course of the next two quarters. In addition, the transaction will permit Level 3 to expand into select secondary markets not currently served by the Level 3 network. As a result of the transaction, Level 3 will increase national network coverage for its managed modem business in select markets.

“Given Level 3’s substantial experience integrating network assets, we expect customers to receive the highest level of service both during and after the transition,” said Jack Waters, executive vice president and chief technology officer for Level 3. “We believe that applying best practices demonstrated during past integrations should result in significant value creation for both Level 3 and our customers.”

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 22,500 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 www.Level3.com.

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.

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, the challenges of integration, 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.

Level 3 contacts:

Media
Josh Howell
720-888-2518

Heather Robinson
720-888-2097

Investors
Robin Grey
720-888-2517