SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934.
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  |_|    Soliciting Material Pursuant to Sec. 240.14a-11(c) or 240.14a-12

                          Level 3 Communications, Inc.


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                          LEVEL 3 COMMUNICATIONS, INC.
                             1025 Eldorado Boulevard
                              Broomfield, CO 80021

                                                                   June 20, 2002
Dear Stockholder:

     You are cordially  invited to attend the Annual Meeting of  Stockholders of
Level 3  Communications,  Inc.  ("Level  3") to be held at 9:00 a.m. on July 24,
2002, at The Omaha Civic  Auditorium  Music Hall,  1804 Capitol  Avenue,  Omaha,
Nebraska 68101.

     At the  Annual  Meeting  you  will be asked  to  consider  and act upon the
     following matters:

     o    the election to the Level 3 Board of  Directors  of four  directors as
          Class II Directors for a three-year term until the 2005 Annual Meeting
          of Stockholders;

     o    the  adoption of an amendment to Level 3's 1995 Stock Plan to increase
          the number of shares of Level 3  common  stock  reserved  for issuance
          under the 1995 Stock Plan by 50,000,000 shares; and

     o    the transaction of such other business as may properly come before the
          Annual Meeting.

     The Level 3 Board of Directors  recommends  that its  stockholders  reelect
four Class II directors for a three-year  term until the 2005 Annual  Meeting of
Stockholders  and approve the  proposed  amendment  to the 1995 Stock Plan.  See
"REELECTION OF CLASS II DIRECTORS PROPOSAL" and "1995 STOCK PLAN PROPOSAL."

     Information  concerning  the matters to be considered and voted upon at the
Annual  Meeting is set forth in the attached  Notice of Annual Meeting and Proxy
Statement.  It is  important  that your  shares  be  represented  at the  Annual
Meeting, regardless of the number you hold. To ensure your representation at the
Annual  Meeting,  you are urged to complete,  date, sign and return the enclosed
proxy as promptly as possible.  A postage-prepaid  envelope is enclosed for that
purpose. In addition,  to ensure your representation at the Annual Meeting,  you
may vote your shares by (a) calling the toll free telephone  number indicated on
the proxy card or  (b) accessing  the  special web site  indicated  on the proxy
card,  each as  more  fully  explained  in the  telephone  and  internet  voting
instructions.  If you attend the Annual  Meeting  you may vote in person even if
you have  previously  returned a proxy  card.  Please note that if you hold your
shares of Level 3 through your broker, you will not be able to vote in person at
the meeting.

                                                     Sincerely,

                                                     /s/ Walter Scott, Jr.

                                                     Walter Scott, Jr.
                                                     Chairman of the Board




     Please   disregard  the  Annual  Meeting   information   contained  in  the
     accompanying  Annual Report to Stockholders.  As a result of scheduling and
     logistical  issues,  the Annual  Meeting was changed to July 24,  2002,  as
     indicated above and in the attached Notice of Annual Meeting.





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                          LEVEL 3 COMMUNICATIONS, INC.
                             1025 Eldorado Boulevard
                              Broomfield, CO 80021

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                            To be held July 24, 2002

To the Stockholders of Level 3 Communications, Inc.:

     The Annual  Meeting of  Stockholders  of Level 3  Communications,  Inc.,  a
Delaware  corporation  ("Level 3"),  will be held at The Omaha Civic  Auditorium
Music Hall, 1804 Capitol Avenue,  Omaha,  Nebraska 68101at 9:00 a.m. on July 24,
2002 for the following purposes:

     1.   To elect four Class II  Directors to the Board of Directors of Level 3
          for a three-year term until the 2005 Annual Meeting of Stockholders;

     2.   To adopt an amendment to Level 3's 1995 Stock Plan (the "Stock  Plan")
          to increase the number of shares of common  stock,  par value $.01 per
          share of Level 3 (the "Level 3 Common  Stock")  reserved  for issuance
          under the Stock Plan by 50,000,000 shares of Level 3 Common Stock; and

     3.   To  transact  such other  business  as may  properly  come  before the
          meeting or any adjournments or postponements thereof.

     The Board of  Directors  has fixed the close of business on May 31, 2002 as
the  record  date for the  determination  of the  holders  of the Level 3 Common
Stock,  entitled to notice of, and to vote at, the  meeting.  Accordingly,  only
holders of record of Level 3 Common  Stock at the close of business on that date
will  be  entitled  to  notice  of and to  vote at the  Annual  Meeting  and any
adjournment or postponement  thereof. As of July 13, 2002, ten days prior to the
Annual Meeting, a list of stockholders' entitled to notice of the Annual Meeting
that  have  the  right  to vote at the  Annual  Meeting  will be  available  for
inspection at the offices of Fraser Stryker Law Firm, 500 Energy Plaza, 409 17th
Street, Omaha, Nebraska, 68102

     The four Class II  Directors  will be elected by a  plurality  of the votes
cast by  holders  of Level 3 Common  Stock  present  in  person  or by proxy and
entitled to vote at the Annual  Meeting.  The  proposal to adopt an amendment to
the Stock Plan to increase the number of shares of Level 3 Common Stock reserved
for issuance  under the Stock Plan by 50,000,000  shares of Level 3 Common Stock
requires  the  affirmative  vote of a  majority  of the votes cast by holders of
Level 3 Common Stock present in person or by proxy at the Annual Meeting.

     The matters to be considered at the Annual Meeting are more fully described
in the accompanying Proxy Statement, which forms a part of this Notice.

     ALL  STOCKHOLDERS  ARE CORDIALLY  INVITED TO ATTEND THE ANNUAL MEETING.  TO
ENSURE YOUR  REPRESENTATION  AT THE ANNUAL  MEETING,  HOWEVER,  YOU ARE URGED TO
COMPLETE,  DATE,  SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE.  A
POSTAGE-PREPAID  ENVELOPE IS ENCLOSED FOR THAT PURPOSE.  IN ADDITION,  TO ENSURE
YOUR  REPRESENTATION  AT THE  ANNUAL  MEETING,  YOU MAY VOTE  YOUR  SHARES BY A)
CALLING THE TOLL FREE  TELEPHONE  NUMBER OR B)  ACCESSING  THE  INTERNET AS MORE
FULLY  EXPLAINED  IN  THE  TELEPHONE  AND  INTERNET  VOTING  INSTRUCTIONS.   ANY
STOCKHOLDER  ATTENDING  THE  ANNUAL  MEETING  MAY  VOTE IN  PERSON  EVEN IF THAT
STOCKHOLDER HAS RETURNED A PROXY.



     PLEASE  NOTE THAT IF YOU HOLD YOUR SHARES OF LEVEL 3 COMMON  STOCK  THROUGH
YOUR  BROKER  AND NOT  DIRECTLY  IN YOUR  NAME,  YOU WILL NOT BE ABLE TO VOTE IN
PERSON AT THE ANNUAL MEETING.


                                        By Order of the Board of Directors

                                        /s/ Walter Scott, Jr.

                                        Walter Scott, Jr.
Dated:  June 20, 2002                   Chairman of the Board





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                          LEVEL 3 COMMUNICATIONS, INC.
                             1025 Eldorado Boulevard
                              Broomfield, CO 80021

                                 Proxy Statement
                                  June 20, 2002

                         ANNUAL MEETING OF STOCKHOLDERS
                                  July 24, 2002

                             SOLICITATION AND VOTING

     This Proxy  Statement  ("Proxy  Statement") is furnished in connection with
the solicitation of proxies on behalf of the Board of Directors (the "Board") of
Level 3  Communications,  Inc.  ("Level 3" or the  "Company") to be voted at the
Annual Meeting of  Stockholders  to be held on Wednesday,  July 24, 2002, or any
adjournment thereof (the "Annual Meeting").  This Proxy Statement, the Notice of
Annual Meeting and the accompanying Proxy are being mailed to Stockholders on or
about June 20, 2002.

     As of May 31,  2002,  the  record  date for the  determination  of  persons
entitled to vote at the Annual  Meeting,  there were  399,907,858  shares of the
Company's  Common Stock,  par value $.01 per share (the "Level 3 Common Stock"),
outstanding.  Each share of Level 3 Common Stock is entitled to one vote on each
matter to be voted upon by the Stockholders at the Annual Meeting.

     The four Class II  Directors  will be elected by a  plurality  of the votes
cast by  holders  of Level 3 Common  Stock  present  in  person  or by proxy and
entitled to vote at the Annual  Meeting.  The  proposal to adopt an amendment to
the Stock Plan to increase the number of shares of Level 3 Common Stock reserved
for issuance  under the Stock Plan by 50,000,000  shares of Level 3 Common Stock
requires  the  affirmative  vote of a  majority  of the votes cast by holders of
Level 3 Common Stock present in person or by proxy at the Annual Meeting.

     The  presence,  in person or by proxy,  of the holders of a majority of the
issued and outstanding shares of Level 3 Common Stock entitled to vote as of the
Record Date is  required to  constitute  a quorum at the Annual  Meeting.  Under
applicable  Delaware law,  abstentions and "broker  non-votes" (that is, proxies
from  brokers  or  nominees  indicating  that  such  persons  have not  received
instructions  from the beneficial owner or other persons entitled to vote shares
as to a matter  with  respect  to which  the  brokers  or  nominees  do not have
discretionary  power to  vote)  will be  treated  as  present  for  purposes  of
determining  the  presence of a quorum at the Annual  Meeting.  If such a quorum
should not be present,  the Annual  Meeting may be  adjourned  from time to time
until the necessary quorum is obtained.

     All shares of Level 3 Common Stock represented by properly executed proxies
which  are  returned  and not  revoked  will be  voted  in  accordance  with the
instructions, if any, given therein. If no instructions are provided in a proxy,
it will be voted FOR the Board's nominees for Director,  FOR the approval of the
1995 Stock Plan Proposal and in accordance with the proxy-holders' best judgment
as to any other business raised at the Annual  Meeting.  If you elect to deliver
your proxy by telephone  or the Internet as described in the enclosed  telephone
and Internet voting instructions,  your shares will be voted as you direct. Your
telephone or Internet delivery  authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.

     Any Stockholder who delivers, whether by telephone, Internet or through the
mail, a proxy may revoke it at any time before it is voted by  delivering to the
Secretary of the Company a written  statement  revoking the proxy,  by executing
and delivering a later dated proxy,  by using the telephone  voting  procedures,
the Internet voting procedures or by voting in person at the Annual Meeting.


     Level 3 will bear its own cost of solicitation  of proxies.  In addition to
the use of the mail,  proxies may be solicited by the  directors and officers of
Level 3 by personal interview, telephone, telegram or e-mail. Such directors and
officers will not receive additional  compensation for such solicitation but may
be reimbursed for out-of-pocket  expenses incurred in connection  therewith.  In
addition,  the  Company  has  engaged  the  services  of  Georgeson  Shareholder
Communications  Inc. to aid in the solicitation of proxies, at an estimated cost
of $20,000 plus reimbursement of reasonable out-of-pocket expenses. In addition,
the Company may seek the assistance of employees of Peter Kiewit Sons',  Inc. to
aid in the  solicitation  of  proxies.  It is not  anticipated  that any fees or
expense reimbursement will be paid for this assistance. Arrangements may also be
made with  brokerage  firms and other  custodians,  nominees and  fiduciaries to
forward  solicitation  materials to the  beneficial  owners of shares of Level 3
Common  Stock  held of  record  by such  persons,  in  which  case  Level 3 will
reimburse  such  brokerage  firms,  custodians,  nominees  and  fiduciaries  for
reasonable out-of-pocket expenses incurred by them in connection therewith.

                    REELECTION OF CLASS II DIRECTORS PROPOSAL

     Effective  after the Annual  Meeting,  the Level 3 Board of Directors  will
consist of 12 directors,  divided into three classes,  designated Class I, Class
II and Class III. Each of the Classes  consists of four directors.  Three of the
current  Class II directors are standing for  reelection,  and, as a result of a
re-apportionment  of the  directors  among the  classes,  one Class I  director,
Mogens C. Bay, is standing for reelection as a Class II director.  At the Annual
Meeting,  these directors will be reelected to hold office for a three-year term
until the 2005 Annual Meeting,  or until their  successors have been elected and
qualified. If any nominee shall, prior to the Annual Meeting, become unavailable
for election as a Director,  the persons named in the accompanying form of proxy
will, in their discretion,  vote for that nominee,  if any as may be recommended
by the Level 3 Board of Directors,  or the Level 3 Board of Directors may reduce
the number of Directors to eliminate the vacancy.

Information as to Nominees for Election as Class II Directors

     The  respective  ages,   positions  with  Level  3,  business   experience,
directorships  in  other  companies  and  Level 3 Board of  Directors  committee
memberships,  of the nominees  for  election  are set forth  below.  None of the
candidates for Class II Director are employees of the Company.

     Mogens C. Bay, 53, has been a director of the Company since  November 2000.
Since January 1997, Mr. Bay has been the Chairman and Chief Executive Officer of
Valmont Industries, Inc., a company engaged in the infrastructure and irrigation
businesses.  Prior to that, Mr. Bay was President and Chief Executive Officer of
Valmont  Industries  from August 1993 to December  1996 as well as a director of
Valmont since  October  1993.  Mr. Bay is also a director of Peter Kiewit Sons',
Inc. and ConAgra Foods,  Inc. Mr. Bay is a member of the Compensation  Committee
of the Level 3 Board of  Directors,  and after the Annual  Meeting will become a
member of the Audit Committee.

     Richard R. Jaros,  50, has been a director  of the Company  since June 1993
and served as President  of the Company  from 1996 to 1997.  Mr. Jaros served as
Executive  Vice  President of the Company from 1993 to 1996 and Chief  Financial
Officer of the Company from 1995 to 1996.  He also served as President and Chief
Operating Officer of CalEnergy  Company (now a subsidiary of MidAmerican  Energy
Holding  Company) from 1992 to 1993,  and is presently a director of MidAmerican
Energy Holding Company,  Commonwealth Telephone Enterprises, Inc. ("Commonwealth
Telephone"),  RCN Corporation ("RCN") and Homeservices.com,  Inc. Mr. Jaros is a
member of the Compensation Committee of the Level 3 Board of Directors.

     Robert E.  Julian,  62, has been a director of the Company  since March 31,
1998. Mr. Julian was also Chairman of the Board of (i)Structure  from 1995 until
2000.  From 1992 to 1995 Mr. Julian served as Executive Vice President and Chief
Financial  Officer  of the  Company.  Mr.  Julian is the  Chairman  of the Audit
Committee of the Level 3 Board of Directors.

     David C.  McCourt,  45, has been a director of the Company  since March 31,
1998. Mr. McCourt has also served as Chairman of Commonwealth  Telephone and RCN
since  October  1997.  In  addition,  Mr.  McCourt has been the Chief  Executive
Officer of RCN since 1997 and Chief Executive Officer of Commonwealth  Telephone
from October 1997 until November  1998.  From 1993 to 1997 Mr. McCourt served as
Chairman  of the Board and Chief


Executive  Officer  of  C-TEC  Corporation.  Mr.  McCourt  is a  member  of  the
Compensation and Audit Committees of the Level 3 Board of Directors.

     The Board of Directors unanimously recommends a vote FOR the nominees named
above.

     William  L.  Grewcock,  75,  who has been a member  of the Level 3 Board of
Directors  since 1968 and is  currently a Class II  director,  has  informed the
Level 3 Board of Directors  that he is retiring  from service as a member of the
Level 3 Board of  Directors  effective  at the Annual  Meeting.  As a result Mr.
Grewcock will not stand for reelection at the Annual Meeting.

Explanatory Note

     On March 31, 1998, the Company separated the operations of its construction
business  from  the  diversified  or  non-construction  related  portion  of its
business  into a new  corporation  (the  "Split-off").  In  connection  with the
Split-off,  the  Company  was  renamed  "Level 3  Communications,  Inc." and the
construction  business  was  renamed  "Peter  Kiewit  Sons',  Inc."  Information
presented in this Proxy  Statement  relating to periods prior to March 31, 1998,
relates to information  for the members of the Company's  Board of Directors and
executive officers during those periods.

Board of Directors' Meetings

     The Level 3 Board of Directors had 11 formal  meetings in 2001 and acted by
unanimous written consent action on 10 occasions.  In 2001, no director attended
less than 75% of the meetings of the Board of Directors  and the  committees  of
which he was a member.

Executive Committee

     The Executive Committee exercises,  to the maximum extent permitted by law,
all  powers of the Board of  Directors  between  board  meetings,  except  those
functions assigned to specific committees.

Audit Committee

     The Audit Committee  reviews the services provided by Level 3's independent
auditors,  consults  with the  independent  auditors  and  reviews  the need for
internal auditing  procedures and the adequacy of internal  controls.  Until the
Annual  Meeting,  the  members  of the audit  committee  are  Robert  E.  Julian
(Chairman), William L. Grewcock and David C. McCourt. Effective after the Annual
Meeting, the members of the audit committee will be Robert E. Julian (Chairman),
Mogens C. Bay and David C.  McCourt.  Level 3 believes  that the  members of the
Audit Committee are independent  within the meaning of the listing  standards of
the National  Association  of  Securities  Dealers,  the operators of The Nasdaq
Stock Market.  In light of the recent highly  publicized events involving Arthur
Andersen, LLP, the Company's independent accountants for 2001, the Level 3 Board
of  Directors  and  Audit  Committee  have  chosen to  select  KPMG,  LLP as the
Company's independent  accountants for 2002.  Currently,  the only services that
will be performed by KPMG, LLP to the Company are external audit  services.  The
written  charter of the Audit  Committee is attached to this proxy  statement as
Annex I.

Audit Committee Report

     The following  Report of the Audit  Committee was delivered to the Board by
the  Audit  Committee  on March  15,  2002.  The  following  Report of the Audit
Committee shall not be deemed to be incorporated by reference in any previous or
future  documents  filed  by  the  Company  with  the  Securities  and  Exchange
Commission  under the Securities  Act of 1933 or the Securities  Exchange Act of
1934, except to the extent that the Company specifically incorporates the Report
by reference in any such document.

To the Board of Directors

The Audit Committee reviews the Company's  financial reporting process on behalf
of the Board of Directors.  Management  has the primary  responsibility  for the
financial statements and the reporting process. The Company's


independent auditors are responsible for expressing an opinion on the conformity
of our audited financial statements to generally accepted accounting principles.
We have reviewed and discussed with management the Company's  audited  financial
statements as of and for the year ended December 31, 2001.

We have  discussed  with Arthur  Andersen  LLP ("Arthur  Andersen")  the matters
required  to  be  discussed  by   Statement  on  Auditing   Standards   No.  61,
Communication with Audit committees, as amended, by the Auditing Standards Board
of the American Institute of Certified Public Accountants.  We have received and
reviewed the written disclosures and the letter from Arthur Andersen required by
Independence Standard No. 1, Independence Discussions with Audit Committees,  as
amended,  by the  Independence  Standards  Board,  and have  discussed  with the
auditors the auditors' independence.

Based on the reviews and  discussions  referred to above,  we  recommend  to the
Board of Directors that the financial  statements  referred to above be included
in the  Company's  Annual  Report on Form 10-K for the year ended  December  31,
2001.

We have also considered whether the provision of services by Arthur Andersen not
related to the audit of the  financial  statements  referred to above and to the
reviews of the interim financial statements included in the Company's Forms 10-Q
for the quarters ended March 31, 2001,  June 30,  2001 and September 30, 2001 is
compatible with maintaining Arthur Andersen's independence.

The  aggregate  fees  billed by the  principal  independent  public  accountants
(Arthur Andersen LLP) to the Company for the year ended December 31, 2001 are as
follows:

                  Audit Fees..................................$  623,000
                  All Other Fees
                      Non-Audit Related.......................$  737,000(1)
                      Audit Related...........................$1,349,000(2)
                           Total All Other Fees...............$2,086,000
                  Total Fees:.................................$2,709,000

(1)  Consists  primarily  of  fees  related  to  corporate  and  expatriate  tax
     compliance and planning.

(2)  Consists  primarily  of fees  related to  outsourced  internal  audit work,
     statutory  audits  of  subsidiaries,   benefit  plan  audits,  registration
     statements and related consents.

                              The Audit Committee:

                               William L. Grewcock
                                David C. McCourt
                           Robert E. Julian, Chairman

     For the year ended December 31, 2001

Compensation Committee

     The  Compensation  Committee  determines  the  compensation  of  the  Chief
Executive  Officer and  reviews  the  compensation  and stock  option  awards of
certain other senior executives.

Compensation Committee Interlocks and Insider Participations

     The  Compensation  Committee of the Company  consists of Michael B. Yanney,
David C. McCourt, Mogens C. Bay and Richard R. Jaros, none of whom is an officer
or employee of the Company.

Compensation Committee Report

The Compensation  Committee (the "Committee") is responsible for determining the
cash and equity  compensation of James Q. Crowe,  Chief Executive  Officer.  The
Committee  reviews and  approves the cash  compensation  of certain of Level 3's
other senior executives based upon the recommendations of Mr. Crowe.


Level 3 believes that the  compensation  levels of its executive  officers,  who
provide  leadership  and strategic  direction,  should  consist of: (i) slightly
below-market base salaries;  (ii) significant cash bonus  opportunities based on
achievement of objectives established by Level 3; and (iii) ownership of Level 3
Common  Stock  and  stock   options  to  align   management's   interests   with
stockholders'  interests,  targeted to provide opportunities that are comparable
to  other  similarly  situated  telecommunications  and high  growth  technology
companies.

Level 3 considers the following  factors  (ranked in order of  importance)  when
determining  compensation  of  executive  officers:  (i) Level  3's  performance
measured by attainment of specific objectives;  (ii) the individual  performance
of each  executive  officer;  (iii)  Level 3's  stock  price  performance;  (iv)
comparative   industry   compensation   levels;  and  (v)  historical  cash  and
compensation levels. The comparable industry  compensation data is based in part
on  public  telecommunications   companies  that  are  included  in  the  Nasdaq
Telecommunications  Stock  Index,  which was  chosen  as the peer  group for the
Performance  Graph,  and on other publicly  traded  telecommunications  and high
growth technology companies with comparable market capitalization.

     Determination of the Chief Executive Officer's Compensation

Beginning in the late part of 2000, as Level 3 was transitioning  from a network
construction and development enterprise to a network services company, it became
clear  that  the  communications  and  information  technology  industries  were
experiencing  historic  challenges and changes.  As a result of those challenges
and changes,  the senior  management  of Level 3 led by Mr. Crowe  embarked on a
program to develop  strategies  and  tactics to enable  Level 3 to  continue  to
execute  on  the  company's  business  plan  in  the  context  of  the  changing
environment for  telecommunications  companies and to position the Company to be
able to capitalize on the  opportunities  that  management  believes will emerge
from the  industry's  move  toward  consolidation  and the  inevitable  economic
recovery (the "Program").

The Program,  completion of which is not expected  until  sometime in the second
half of 2002,  and with  respect  to  certain  efforts,  beyond  year-end  2002,
contains several objectives, which include:

     |_|  Restructuring  of the Level 3 sales  strategy to shift the emphasis to
          the world's top consumers of bandwidth and away from early stage, less
          financially stable companies;

     |_|  Reducing network,  operating and capital  expenditures as necessary to
          align  these  costs  with the  Company's  expectations  of  Level  3's
          business  prospects  as well  as  adjusting  Level  3's  overall  cost
          structure  to ensure that the Company can rapidly  accommodate  future
          changes to its business prospects;

     |_|  Approval  by the  Board of  Directors,  including  a  majority  of the
          non-employee  Directors, of a revised strategic plan that demonstrates
          the Company's  long-term  viability  under any reasonably  anticipated
          economic and business downside scenarios (the "Strategic Plan");

     |_|  Approval  by the  Board of  Directors,  including  a  majority  of the
          non-employee  Directors, of a 2002 operating budget that is consistent
          with the Strategic Plan;

     |_|  Completion  of Level 3's  plans to adjust  its  capital  structure  to
          appropriately  align that structure with management's  expectations of
          the Company's  business  prospects and in accordance  with  guidelines
          approved by the Board of Directors from time to time; and

     |_|  Completion of the disposition of certain non-core assets identified by
          senior management and approved by the Board of Directors.

Since the  completion of the Program is not  anticipated  until  sometime in the
second half of 2002, and with respect to certain efforts,  beyond year-end 2002,
the Committee  determined to defer the decision  regarding the payment of a cash
bonus for 2001 for each of Messrs. Crowe, O'Hara, Bradbury and Miller until such
time as the Committee is in a position to judge senior  managements'  success in
implementing  the objectives of the Program.  It is anticipated that at sometime
during the second half of 2002, the Committee will assess management's  progress
in achieving the objectives of the Program and will  determine  whether to pay a
cash bonus to each of Messrs. Crowe, O'Hara, Bradbury and Miller with respect to
performance  during 2001.  The  Committee  has reserved the right to make one or
more interim  assessments  as to whether the objectives of the Program have been
achieved in whole or in part.


During  2001,  Level 3 did achieve a variety of business  objectives,  including
substantial  progress  toward  achieving  the Program's  objectives.  These 2001
achievements include the following.

     |_|  The  Company  has  redefined  its  sales  and  marketing   efforts  to
          concentrate  on the  world's  top  consumers  of  bandwidth,  with the
          Company now focusing on major local telephone companies, international
          communications  carriers,  cable television  providers,  long distance
          carriers,  established  competitive  local exchange carriers and major
          Internet service providers.

     |_|  In October 2001,  the Company  announced  that its first tier,  wholly
          owned subsidiary, Level 3 Finance, LLC had completed a "Modified Dutch
          Auction" tender offer for a portion of the Company's  senior notes and
          convertible subordinate notes. Level 3 Finance repurchased debt with a
          face value of approximately $1.7 billion, plus accrued interest, for a
          total  purchase  price of  approximately  $731 million and in non-cash
          transactions, exchanged approximately $194 million aggregate principal
          amount of subordinated  debt for  approximately $74 million of Level 3
          Common  Stock.  In addition,  from January 1, 2002 through March 2002,
          Level 3 had retired an  additional  $195  million  face amount of debt
          securities,  by issuing 7.4 million  shares of its common  stock,  par
          value $.01 per share,  valued at $32 million,  and using approximately
          $34 million of cash.

     |_|  During 2001, the Company embarked on a series of initiatives to reduce
          costs by  approximately  40%.  Through a combination  of reductions in
          workforce  and other cost  management  programs,  the Company  reduced
          selling,  general  and  administrative  costs  by  approximately  $350
          million.  These reductions were coupled with a $900 million  reduction
          in planned capital expenditures in 2001 to $2.5 billion.

     |_|  During   2001,   Level  3  also   achieved   significant   operational
          improvements.  During  the year,  the  Company  launched  ONTAPSM,  an
          automated  process to  significantly  shorten the time period  between
          receipt of a  customer's  order and the  installation  of that  order.
          Through the use of ONTAPSM,  Level 3 is able to provision or install a
          customer's capacity order in a matter of days rather than the industry
          standard of weeks or even months.

Based on the achievement of these objectives and for  aggressively  pursuing the
implementation  of Level 3's business  plan to expand its  information  services
business  to  provide  a  broad  range  of  communications  services  over a new
end-to-end network based on Internet Protocol technology,  Mr. Crowe was awarded
an aggregate of 1,698,754  Outperform  Stock Options in 2001. Of these 1,698,754
Outperform  Stock  Options,  597,372  Outperform  Stock  Options were granted in
December 2001 pursuant to a modified vesting schedule (the "December OSOs"). The
December  OSOs will vest 100% at the end of three  years from the date of grant;
provided, however, that the vesting schedule will be modified retroactive to the
date of grant to vesting in equal quarterly  installments over a two year period
if the  Committee  determines  that the  objectives  of the  Program  have  been
achieved.  Since the Committee has retained the  discretion to make a partial or
interim assessment  relating to the achievement of the Program's  objectives,  a
pro rata portion of the December OSOs may have their vesting schedule  modified.
In other words,  if the  Committee  determines  that 50 percent of the Program's
objectives  have been  achieved,  the vesting on 50 percent of the December OSOs
will be modified.

     Equity Compensation

The Committee approves,  either directly or through delegated authority to Level
3's  senior  management,  all awards  made  under the Level 3 1995  Stock  Plan.
Periodically  the  Committee  approves  grants to  existing  employees  and also
approves awards to new employees as an incentive to join Level 3. Awards made to
the  Company's  named  executive  officers and certain  other key  employees are
approved by a subcommittee of the  Compensation  Committee  comprised of Messrs.
Bay and Yanney.

                           The Compensation Committee:

                                  Mogens C. Bay
                                Richard R. Jaros
                                David C. McCourt
                           Michael B. Yanney, Chairman

     For the year ended December 31, 2001



Executive Compensation

     The  table  below  shows the  annual  compensation  of the chief  executive
officer  and the next four most  highly  compensated  executive  officers of the
Company for the 2001 fiscal year (the "Named Executive  Officers").  As a result
of the Compensation  Committee's decision to defer the determination of any cash
bonus payment for 2001 for Messrs. Crowe, O'Hara,  Bradbury and Miller,  Messrs.
Bradbury  and  Miller  were not  among the next  four  most  highly  compensated
executive officers during 2001.

                           Summary Compensation Table

                              Annual Compensation         Long Term Compensation


                                                                                                   
Name and Principal
Position                                                                           Other        Securities
                                                                     Annual      Restricted     underlying            All Other
                                                                  Compensation     Stock        Options/SARs        Compensation
                                Year    Salary ($)   Bonus ($)        ($)          award(s)       (#)(4)              (#)(5)
                                                                                    (#)
James Q. Crowe                  2001     364,423        (1)          7,960           -              -                   8,500
CEO                             2000     350,000     1,000,000         -             -              -                 136,925
                                1999     350,000    1,000,000(2)  1,500,000(3)       -              -                  76,416

Sureel A. Choksi                2001     282,885      793,593          -             -              -                 163,201
Group Vice President and CFO    2000     206,677      260,000          -             -              -                  42,440
                                1999     128,846      120,000          -             -              -                  46,999

John F. Waters, Jr.             2001     271,731      192,731          -             -              -                  59,882
Group Vice President and CTO    2000     198,470      220,000          -             -              -                  18,241
                                1999     153,664      150,000          -             -              -                  56,075
Thomas C. Stortz                2001     268,731      169,300          -             -              -                  55,741
Group Vice President,           2000     241,346      215,000          -             -              -                  42,833
General Counsel and Secretary   1999     225,000      135,000      131,214(3)        -              -                  66,325

Kevin J. O'Hara                 2001     357,692        (1)          23,967          -              -                  34,234
President and COO               2000     272,307      700,000          -             -              -                  99,678
                                1999     259,615      400,000          -             -              -                 149,646
Charles C. Miller, III          2001     300,000        (1)            -             -              -                  38,566
Vice Chairman and Executive
Vice President(6)

R. Douglas Bradbury             2001     298,461        (1)            -             -              -                  38,531
Vice Chairman and Executive     2000     260,000      400,000          -             -              -                  65,574
Vice President                  1999     259,615      350,000          -             -              -                 142,646


     (1) As a result  of the  Compensation  Committee's  decision  to defer  the
     determination  of the  principal  cash bonus  payment  for 2001 for Messrs.
     Crowe, O'Hara,  Bradbury and Miller,  Messrs.  Bradbury and Miller were not
     among the next four most highly compensated executive officers during 2001.
     See  "Compensation  Committee  Report."  Each  of  Messrs.  Crowe,  O'Hara,
     Bradbury  and Miller  received a bonus during 2001 in  connection  with the
     Company's  Financial  Target  Achievement  Bonus  program  in the amount of
     $10,494,  $10,350,  $8,625 and $8,625,  respectively.  The Financial Target
     Achievement  Bonus program was implemented as a one time  incremental  cash
     bonus program to reward the  Company's  employees  for the  achievement  of
     certain financial targets.

     (2)  Approximate  value at December  17,  1999.  This bonus was paid to Mr.
     Crowe  in the form of a grant  of  13,594  fully  vested  Outperform  Stock
     Options, which will expire on the fourth anniversary of the grant.

     (3) Other  Annual  Compensation  includes  perquisites  and other  personal
     benefits received by each of the Named Executive Officers, if over $50,000.
     The  only  reportable   amounts  are  amounts  that  represent   relocation
     allowances in accordance  with the  Company's  relocation  policies and the
     payment of closing costs relating to the purchase of a new residence in the
     Broomfield, Colorado area.


     (4) See discussion below regarding Outperform Stock Option grants.

     (5) The  amounts in this column  represent  (i) amounts of salary and bonus
     forgone  by  the  Named  Executive   Officers   pursuant  to  the  Level  3
     Communications,  Inc. 1998 Deferred  Stock  Purchase Plan (the  "ShareWorks
     Match Plan"),  (ii) Level 3 matching  contributions to the ShareWorks Match
     Plan  on  behalf  of the  Named  Executive  Officers,  and  (iii)  year-end
     contributions to the accounts of the Named Executive  Officers  pursuant to
     the Level 3 Communications, Inc. Employee Stock Bonus Plan (the "ShareWorks
     Grant Plan").  These  amounts are held in accounts for the Named  Executive
     Officers  as  shares  or  units  of Level 3  Common  Stock.  These  amounts
     represent the year-end  value of such  accounts  based on the last reported
     sale price of the Level 3 Common Stock on December 31, 2001, 2000 and 1999,
     respectively.

     (6) Mr.  Miller  joined the Company as Vice  Chairman  and  Executive  Vice
     President in February 2001.

     No Named  Executive  Officer  received  any stock  options (see below for a
description  of the grants of Outperform  Stock  Options to the Named  Executive
Officers), stock appreciation rights ("SARs") or long-term incentive performance
("LTIP") payouts for the fiscal year ended December 31, 2001.

   Aggregate Options/SAR Exercises and Fiscal Year End Option/SAR Value Table


                                                                                       

                            Shares                          Number of Securities           Value of Unexercised
                         Acquired on        Value          Underlying Unexercised      In-the-money Options/SARs at
Name                       Exercise      Realized ($)    Options/SARs at FY-End (#)            FY-End ($)(1)
                                                        Exercisable    Unexercisable   Exercisable    Unexercisable
James Q. Crowe                -               -               -              -              -               -
Sureel A. Choksi              -               -             75,000        25,000            -               -
John F. Waters, Jr.           -               -            375,000        55,000            -               -
Thomas C. Stortz              -               -            150,000           -              -               -
Kevin J. O'Hara               -               -            425,000        75,000            -               -
Charles C. Miller, III        -               -               -              -              -               -
R. Douglas Bradbury           -               -            805,000       150,000            -               -


(1)  On December 31, 2001 (the last trading day of 2001), the last reported sale
     price for the Level 3 Common  Stock as reported by The Nasdaq  Stock Market
     was $5.00.

Outperform Stock Option Grants

     The Company's  Outperform Stock Option program is the primary  component of
Level  3's long  term  incentive,  stock-based  compensation  programs.  The OSO
program was  designed by the Company so that the Level 3 Common Stock price must
increase relative to the performance of a broad-based, market stock index before
OSO holders  receive any return on their  options.  In other words,  the Level 3
Common Stock price must pass a "hurdle" of a stock index growth prior to the OSO
having any value upon exercise.  Currently, the broad-based,  market stock index
used in the OSO  program  is the  Standard  & Poor's  500  Index,  although  the
Compensation Committee reserves the right to select another broad-based,  market
stock  index  for use in this  program.  In July  2000,  the  Company  adopted a
convertible  outperform  stock option program,  ("C-OSO") as an extension of the
existing OSO plan. The program is a component of the Company's  ongoing employee
retention  efforts and offers similar  features to those of an OSO, but provides
an  employee  with the greater of the value of a single  share of the  Company's
common stock at  exercise,  or the  calculated  OSO value of a single OSO at the
time of exercise.

     The following  table  summarizes OSO program grants to the Named  Executive
Officers and Messrs.  Bradbury  and Miller  during  2001.  For more  information
regarding the Company's long term incentive compensation programs, including the
OSO program, please see the "1995 STOCK PLAN PROPOSAL" below.


                     OSO Program Grants In Last Fiscal Year(+)


                                                                                             
                                                                                          Value of Total Unexercised
                                                              Total Number of Awards at    In-the Money Awards at
                                   Individual Grants                FY-End(#)(1)              FY-End($)(2)

                                Number of          Expiration   Exercisable   Unexercisable   Exercisable   Unexercisable
          Name                Awards Granted        Date
James Q. Crowe
   OSO Awards                       141,559         03/01/05      935,958      1,497,140          -            2,110,808
                                    319,941         06/01/05
                                    319,941         09/01/05
                                    319,941         12/01/05
   Year-end OSO(3)                  597,372         12/01/05

Sureel A. Choksi
   OSO Awards                        32,921         03/01/05      109,984        535,564          -              490,884
                                     74,405         06/01/05
                                     74,405         09/01/05
                                     74,405         12/01/05
   C-OSO Awards(4)                  200,000         09/01/05         -              -             -            1,604,096

John F. Waters, Jr.
   OSO Awards                        19,753         03/01/05       98,103        403,808          -              450,236
                                     44,643         06/01/05
                                     68,244         09/01/05
                                     68,244         12/01/05
   C-OSO Awards(4)                  100,000         09/01/05         -             -              -            1,152,443

Thomas C. Stortz
   OSO Awards                        25,020         03/01/05      164,478        399,367          -              373,072
                                     56,548         06/01/05
                                     56,548         09/01/05
                                     56,548         12/01/05
   C-OSO Awards(4)                  100,000         12/01/05         -             -               -             878,432

Kevin J. O'Hara
   OSO Awards                        72,426         03/01/05      364,798        700,925           -           1,079,947
                                    163,691         06/01/05
                                    163,691         09/01/05
                                    163,691         12/01/05
   Year-end OSO(3)                  290,022         12/01/05

Charles C. Miller, III
   OSO Awards                        52,673         03/01/05       64,398        744,202           -            785,419
                                    119,048         06/01/05
                                    119,048         09/01/05
                                    119,048         12/01/05
   Year-end OSO(3)                  195,765         12/01/05

R. Douglas Bradbury
   OSO Awards                        46,089         03/01/05      328,849        822,028           -            687,241
                                    104,167         06/01/05
                                    104,167         09/01/05
                                    104,167         12/01/05
   Year-end OSO(3)                  195,765         12/01/05


     (+) In response to the  possibility  of the need to use  available  cash to
     settle OSO  exercises in the case of  relatively  strong common stock price
     appreciation,  James Q. Crowe,  CEO, R. Douglas  Bradbury,  Executive  Vice
     President and Vice


     Chairman and all other non-employee  members of the Board of Directors have
     agreed  to  irrevocably  waive  the  right to  exercise  any OSOs or C-OSOs
     granted to them during  2001 and the first  quarter of 2002.  In  addition,
     Kevin J. O'Hara,  President and COO and Charles C. Miller,  III,  Executive
     Vice  President and Vice Chairman and each of the 11 Group Vice  Presidents
     of the Company,  have agreed to irrevocably waive the right to exercise any
     OSOs or C-OSOs granted to them during 2001 and the first quarter of 2002 to
     the extent that the aggregate number of shares of Level 3 Common Stock that
     could be issued upon  exercise of any of those OSOs or C-OSOs  would exceed
     an  aggregate  of 275,000  shares of Level 3 Common  Stock per  individual.
     Although these waivers have been granted without any conditions,  the Board
     has the right to modify or terminate these waivers, in whole or in part, in
     its sole discretion.  The Board may consider the approval of the 1995 Stock
     Plan Proposal, or the performance of the Level 3 Common Stock over time, or
     the rate at which  employees  exercise  awards  issued under the 1995 Stock
     Plan or the rates of employee attrition,  or a combination of these factors
     or other relevant factors,  in determining  whether to modify or terminate,
     in whole or in part, these waivers over time.

     (1) An OSO award vests in equal quarterly  installments  over two years. No
     OSO award, including a vested OSO award, granted prior to March 1, 2001 can
     be exercised  until the second  anniversary  of the date of its grant.  OSO
     awarded after the March 1, 2001 awards can be exercised  upon vesting.  The
     OSO awards provide for  acceleration  of vesting and the lifting of the two
     year  prohibition  on exercise (with respect to OSO awards granted prior to
     March 1, 2001) in the event of a change of control, as defined in the Level
     3 1995 Stock Plan (as amended on April 1, 1998).

     (2) OSO value at  December  31, 2001 has been  computed  based upon the OSO
     formula and  multiplier as of that date.  The value of an OSO is subject to
     change based upon the  performance  of the Level 3 Common Stock relative to
     the  performance  of the  Standard  & Poor's 500 Index from the time of the
     grant of the OSO award until the award has been exercised.

     (3) A Special OSO grant was awarded in December 2001.  These OSOs will vest
     100% at the end of three years from the date of grant;  provided,  however,
     that the vesting schedule will be modified retroactive to the date of grant
     to vesting in equal  quarterly  installments  over a two-year period if the
     Compensation  Committee  determines  that  the  objectives  of the  Program
     described  in the  Compensation  Committee  Report have been  achieved.  In
     addition,  these awards provide for acceleration of vesting in the event of
     a change of control,  as defined in the Level 3 1995 Stock Plan (as amended
     on April 1,  1998).  Since the  Compensation  Committee  has  retained  the
     discretion to make a partial or interim  assessment,  a pro rata portion of
     these OSOs may have the vesting schedule modified. In addition,  Mr. Walter
     Scott,  Chairman  of the Level 3 Board of  Directors,  received  a grant of
     145,011 OSOs in December 2001 subject to the same vesting  provisions.  See
     "Compensation Committee Report."

     (4)  Messrs.  Choksi,  Waters  and  Stortz  each also  received  a grant of
     Convertible  Outperform  Stock  Options  (C-OSOs) of  200,000,  100,000 and
     100,000, respectively on September 1, 2001. These C-OSOs will vest in equal
     quarterly  installments over a period of three years at the rate of 1/12 of
     the total for each quarter.  The C-OSO awards provide for  acceleration  of
     vesting in the event of a change of control, as defined in the Level 3 1995
     Stock Plan (as amended on April 1, 1998).  At December 31,  2001,  of these
     C-OSOs, 16,667, 8,334 and 8,334 were exercisable for Messrs. Choksi, Waters
     and Stortz, respectively.

Section 16(a) Beneficial Ownership Reporting Compliance

     To Level 3's knowledge, no person that was a director, executive officer or
beneficial  owner of more than 10% of the  outstanding  shares of Level 3 Common
Stock  failed to timely file all reports  required  under  Section  16(a) of the
Securities Exchange Act of 1934.

Directors' Compensation

     During 2001,  each of the directors of the Company who were not employed by
the Company during 2001 received fees  consisting of an annual retainer that was
paid in the form of quarterly  grants of OSOs in the aggregate  amount of 10,245
awards. Messrs. Yanney and Julian each received an additional aggregate grant of
513 OSOs as additional  compensation for serving as chairman of the Compensation
Committee and Audit  Committee,  respectively.  In addition,  each member of the
Board of Directors other than Walter Scott, Jr., Chairman of the Board, received
a special grant of OSOs on December 1, 2001 in the amount of 13,200 OSOs.  These
special  grant  OSOs will vest 100% at the end of three  years  from the date of
grant; provided, however, that the vesting schedule will be modified retroactive
to the date of grant to vesting in equal quarterly  installments over a two year
period if the  Compensation  Committee  determines  that the  objectives  of the
Program described in the Compensation Committee Report have been achieved. Since
the  Compensation  Committee  has retained the  discretion  to make a partial or
interim  assessment,  a pro  rata  portion  of these  OSOs may have its  vesting
schedule  modified.  Mr. Walter Scott,  Jr.  received a grant of 145,011 OSOs in
December 2001 subject to the same vesting  provisions.  As of December 31, 2001,
all OSOs  granted  to  directors  as payment  of  directors  fees had a value of
$231,453  and  $235,936  for  directors  that chair  committees  of the Board of
Directors.


Equity Compensation Plan Information

     Level 3 has  only  one  equity  compensation  plan - The  1995  Stock  Plan
(Amended  and  Restated  as of  April 1,  1998) - under  which Level 3 may issue
shares of Common Stock to employees,  officers, directors and consultants.  This
plan has been  approved  by the  Company's  stockholders.  The  following  table
provides  information  about the  shares of Level 3's  common  stock that may be
issued  upon  exercise of awards  under the 1995 Stock Plan as of  December  31,
2001.


                                                                                        

                                 Number of securities
                                   to be issued upon             Weighted-average            Number of securities
                                      exercise of               exercise price of           remaining available for
                                 outstanding options,          outstanding options,      future issuance under equity
       Plan Category             warrants and rights(+)         warrants and rights(+)(++)  compensation plans
- ----------------------------    ------------------------     -------------------------   ------------------------------
Equity compensation plans
approved by stockholders              63,084,399                      $17.61                       6,915,601

Equity compensation plans
not approved by
stockholders............                   -                           -                              -

(+) Includes awards of Outperform Stock Options ("OSOs"), Convertible Outperform
Stock  Options  ("C-OSOs")  and Special  Recognition  Outperform  Stock  Options
("SR-OSOs").  For purposes of this table, these securities are considered to use
a single share of Level 3 Common Stock from the total number of shares  reserved
for issuance under the 1995 Stock Plan. See "1995 STOCK PLAN PROPOSAL" below for
additional information regarding the 1995 Stock Plan.

(++) Includes  weighted-average  exercise price of outstanding  OSOs, C-OSOs and
SR-OSOs at the date of grant.  The exercise price of an OSO, C-OSO and SR-OSO is
subject  to  change  based  upon the  performance  of the  Level 3 Common  Stock
relative to the  performance of the Standard & Poor's 500 Index from the time of
the grant of the award until the award has been exercised.

Certain Relationships and Related Transactions

     The Company  permits the personal use of its aircraft by certain members of
senior management of the Company. This personal use of the Company's aircraft is
done  pursuant to an Aircraft  Time-Share  Agreement,  which  provides  that the
Company will charge the  individual  the cost to operate the aircraft as allowed
by Part 91 of the U.S. Federal Aviation Administration  regulations for personal
use of corporate aircraft. The Company received a total payment in the amount of
$108,087 from Mr. Crowe under his agreement for the period November 2000 through
November  2001 and a total  payment in the amount of $74,691  from Mr.  Kevin J.
O'Hara, President,  Chief Operating Officer and Director under his agreement for
the same period.

     During  2001 the  Company  made loans to  certain  executive  officers  and
employees of the Company pursuant to parameters  adopted and administered by the
Compensation  Committee of the Board of Directors.  The parameters  are: (i) any
loan greater than $250,000 must be collateralized with personal or real property
acceptable to the Company;  (ii) any loan up to $500,000 must be approved by the
Chief Executive  Officer;  (iii) any loan greater than $500,000 must be approved
by the  Chairman  of the  Compensation  Committee  of the  Board  of  Directors;
(iv) the  loan shall bear  interest at the prime rate;  and (v) at any one time,
the total loans  outstanding  shall not exceed $15 million  unless this  maximum
amount is modified by the Compensation  Committee of the Board of Directors.  At
the present time, the total loans outstanding to employees,  including executive
officers, is approximately $7.25 million.

     In June 2001, the Company lent  $6,000,000 to Mr.  O'Hara.  This loan bears
interest  at the prime rate of interest in effect at the time the loan was made.
The principal  amount of this loan as well as all interest  payments are payable
on June 30, 2002 or at any time prior to that date without penalty. In addition,
the loan is  secured  by  certain of Mr.  O'Hara's  personal  and real  property
assets.  On March 25, 2002, Mr. O'Hara repaid $3,709,873 of the principal amount
of this loan and interest of approximately $290,100. After taking these payments
into account,  the outstanding balance of this loan is $2,290,126.  The interest
rate on this loan was adjusted on January 1, 2002, to the


prime  rate of  interest  as of January 1,  2002.  Effective  June 1, 2002,  the
maturity date of Mr. O'Hara's loan was amended to be extended to June 30, 2003.

     In July  2001,  the  Company  lent to Mr.  Thomas  C.  Stortz,  Group  Vice
President,  General Counsel and Secretary of the Company,  $1,000,000. This loan
bears  interest at the prime rate of interest in effect at the time the loan was
made.  The  principal  amount of this loan as well as all interest  payments are
payable on June 30, 2002 or at any time prior to that date without  penalty.  In
addition,  the loan is  secured by certain  of Mr.  Stortz's  personal  and real
property assets.  On March 14, 2002, Mr. Stortz repaid $300,000 of the principal
amount of this loan and interest of  approximately  $74,600.  After taking these
payments into account,  the  outstanding  balance of this loan is $700,000.  The
interest rate on this loan was adjusted on January 1, 2002, to the prime rate of
interest as January 1, 2002.  Effective  June 1, 2002,  the maturity date of Mr.
Stortz's loan was amended to be extended to June 30, 2003.

     In October 2001,  the Company lent to Mr. John F. Waters,  Jr.,  Group Vice
President,  Chief Technology Officer of the Company,  $100,000.  This loan bears
interest  at the  prime  rate of  interest  at the time the loan was  made.  The
principal  amount of this loan as well as all  interest  payments are payable on
June 1, 2002 or at any time prior to that date  without  penalty.  The  interest
rate on this loan was adjusted on January 1, 2002, to the prime rate of interest
as of January 1, 2002.  Effective June 1, 2002, the maturity date of Mr. Water's
loan was amended to be extended to June 1, 2003.

     On February 21, 2002, Level 3 Holdings,  Inc., a wholly owned subsidiary of
the Company,  agreed to acquire from Mr. McCourt, a director of the Company, his
entire interest in Level 3 Telecom Holdings, Inc., the Company's subsidiary that
indirectly  holds the  Company's  ownership  interests  in RCN  Corporation  and
Commonwealth  Telephone  Enterprises,  Inc. The total  consideration paid to Mr.
McCourt in this transaction was $15,000,000 and was paid in cash. As a result of
this  transaction,  Level 3 Telecom  Holdings,  Inc. is now an indirect,  wholly
owned subsidiary of the Company.

     Messers.  Scott,  Crowe, Bay, Grewcock and Stinson are members of the Board
of Directors of Peter Kiewit Sons', Inc. ("PKS") as well as members of the Board
of Directors of the Company.  Mr. Stinson is also the chief executive officer of
PKS.

     On June  18,  1998,  Level  3  entered  into a  contract  with  PKS for the
construction of Level 3's nearly 16,000 mile North American  intercity  network.
Construction of the North America  intercity  network was completed during 2001.
Level 3 has also  entered  into  various  other  agreements  with PKS  including
agreements for construction  activities relating to its local networks,  gateway
facilities and its Broomfield,  Colorado,  headquarters facilities. For the year
ended  December 31, 2001, the Company  incurred $693 million in aggregate  costs
under these  agreements to PKS, of which  approximately  $638 million related to
network  construction  activities and  approximately  $55 million related to the
construction  of corporate  facilities.  Through  December 31, 2001, PKS had the
opportunity  to earn an  award  fee  with  respect  to the  construction  of the
intercity  network,  the  amount  of  which  was  based  on cost  and  speed  of
construction,  quality,  safety  and  program  management.  The  award  fee  was
determined by Level 3's  assessment of PKS'  performance in each of these areas.
In 2001,  the Company's  final accrual for the award fee was  approximately  $10
million, which is included in the $693 million indicated above.

     The Company issued approximately 9.8 million warrants to PKS as payment for
certain  construction  services  rendered in 2001. PKS  subsequently  sold equal
parts of a total of 3,029,680  warrants to each of Messrs.  Scott and  Grewcock,
directors of the Company. The warrants, which allow PKS to purchase Common Stock
at $8 per share, were fully vested at issuance and will expire on June 30, 2009.
The fair value of the warrants granted in 2001 was $32 million, calculated using
the Black-Scholes  valuation model with a risk free interest rate of 4.8% and an
expiration  date of June 30, 2009. The Company used an expected  volatility rate
of 70% to value the warrants. The warrants also contain customary  anti-dilution
protections and registration rights including a single demand registration right
that can only be exercised after December 31, 2003 and unlimited co-registration
or piggyback  registration  rights.  PKS has pledged its  remaining  warrants as
collateral  to Level 3 while the two  parties  resolve  outstanding  claims with
regard to the North American intercity network.  If it is determined through the
dispute resolution process,  that PKS is liable for certain claims, these claims
may be  settled,  at Level 3's  option,  by  payment  of cash by PKS,  or by PKS
returning all or part of the outstanding warrants having equivalent value.


     On March 11,  2002,  the  Company  executed  a Warrant  Agreement  with Mr.
Grewcock  relating to the  issuance of  warrants  to  purchase an  aggregate  of
1,514,840 shares of Common Stock of the Company.  These warrants were originally
issued to PKS and were  subsequently  purchased  by Mr.  Grewcock  from PKS. The
warrants  have an exercise  price of $8.00,  are fully vested and expire on June
30, 2009. The warrants also contain the same terms, conditions and rights as the
warrants issued to PKS and described above.

     In addition,  on April 15, 2002, the Company  executed a Warrant  Agreement
with Mr. Scott  relating to the issuance of warrants to purchase an aggregate of
1,514,840 shares of Common Stock of the Company.  These warrants were originally
issued  to PKS and were  subsequently  purchased  by Mr.  Scott  from  PKS.  The
warrants  have an exercise  price of $8.00,  are fully vested and expire on June
30, 2009. The warrants also contain the same terms, conditions and rights as the
warrants issued to PKS and described above.

     Level  3 and PKS are  parties  to  various  aircraft  operating  agreements
pursuant to which PKS provides Level 3 with aircraft maintenance, operations and
related  services.  During  2001,  Level 3  incurred  costs to PKS of less  than
$100,000 pursuant to these agreements.

     In  connection  with the  Split-off,  Level 3 and PKS entered  into various
agreements intended to implement the Split-off, including a separation agreement
and a tax-sharing agreement.

     Separation  Agreement.  Level 3 and PKS entered into a separation agreement
(the  "Separation  Agreement")  relating to the  allocation of certain risks and
responsibilities  between PKS and Level 3 after the  Split-off and certain other
matters.  The  Separation  Agreement  provides that each of PKS and Level 3 will
indemnify the other with respect to the  activities of its  subsidiary  business
groups,  except as  specifically  provided  under other  agreements  between the
companies.   The   cross-indemnities   are   intended  to   allocate   financial
responsibility to PKS for liabilities arising out of the construction businesses
formerly   conducted   by  Level  3,  and  to  allocate  to  Level  3  financial
responsibility for liabilities  arising out of the  non-construction  businesses
conducted by Level 3. The Separation  Agreement  also allocates  between PKS and
Level 3 certain  corporate-level  risk exposures not readily allocable to either
the construction businesses or the non-construction businesses.

     The  Separation  Agreement  provides  that  each of Level 3 and PKS will be
granted access to certain records and information in the possession of the other
company,  and requires that each of Level 3 and PKS retain all such  information
in its possession for a period of ten years  following the Split- off. Under the
Separation  Agreement,  each company is required to give the other company prior
notice of any intention to dispose of any such information.

     The  Separation  Agreement  provides  that,  except as otherwise  set forth
therein or in any related  agreement,  costs and expenses in connection with the
Split-off  will be paid 82.5% by Level 3 and 17.5% by PKS.  On  March 18,  1998,
Level 3 and PKS entered  into an  amendment  to the  Separation  Agreement  that
provides that PKS will bear  substantially  all of those expenses if the Level 3
Board determined to force conversion of all outstanding Class R Stock of Level 3
on or before July 15, 1998 (a "Forced Conversion Determination").

     The Level 3 Board made such a determination and, accordingly, substantially
all of those expenses will be borne by PKS.

     Tax  Sharing  Agreement.  Level 3 and PKS have  entered  into a tax sharing
agreement (the "Tax Sharing  Agreement")  that defines each company's rights and
obligations with respect to deficiencies and refunds of federal, state and other
taxes relating to operations for tax years (or portions thereof) ending prior to
the  Split-off  and with  respect to certain tax  attributes  of Level 3 and PKS
after the Split-off.  Under the Tax Sharing  Agreement,  with respect to periods
(or  portions  thereof)  ending  on or  before  the  Split-off,  Level 3 and PKS
generally  will be  responsible  for paying the taxes  relating to such  returns
(including any subsequent adjustments resulting from the redetermination of such
tax liabilities by the applicable taxing  authorities) that are allocable to the
non-construction business and the construction business, respectively.

     The Tax Sharing Agreement also provides that Level 3 and PKS will indemnify
the other from  certain  taxes and  expenses  that would be  assessed on PKS and
Level 3,  respectively,  if the Split-off  were  determined  to be taxable,  but
solely to the extent that such determination  arose out of the breach by Level 3
or PKS,  respectively,  of certain  representations made to the Internal Revenue
Service in connection  with the private letter ruling issued with


respect to the Split-off. Under the Tax Sharing Agreement, if the Split-off were
determined  to be taxable for any other  reason,  those taxes and certain  other
taxes  associated  with the  Split-off  (together,  "Split-off  Taxes") would be
allocated 82.5% to Level 3 and 17.5% to PKS. The Tax Sharing Agreement, however,
provides that Split-off Taxes will be allocated  one-half to each of Level 3 and
PKS if a Forced  Conversion  Determination  is made.  As a result of the  Forced
Conversion  Determination,  the Split-off Taxes would be so allocated.  Finally,
the Tax Sharing Agreement  provides,  under certain  circumstances,  for certain
liquidated  damage payments from Level 3 to PKS if the Split-off were determined
to be taxable,  which are intended to compensate  stockholders of PKS indirectly
for taxes assessed upon them in that event.  Those  liquidated  damage payments,
however, are reduced because of the Forced Conversion Determination.

     Mine  Management  Agreement.  In 1992,  PKS and Level 3 entered into a mine
management  agreement  (the "Mine  Management  Agreement")  pursuant  to which a
subsidiary of PKS,  Kiewit Mining Group Inc.  ("KMG"),  provides mine management
and related services for Level 3's coal mining  properties.  In consideration of
the provision of such services,  KMG receives a fee equal to 30% of the adjusted
operating income of the coal mining  properties.  Level 3 incurred  expenses for
services  provided by KMG under the Mine Management  Agreement of $5 million for
the year ended  December 31,  2001.  The term of the Mine  Management  Agreement
expires on January 1, 2016.

     In connection with the Split-off, the Mine Management Agreement was amended
to provide KMG with a right of offer in the event that Level 3 were to determine
to sell any or all of its coal  mining  properties.  Under  the  right of offer,
Level 3 would be required to offer to sell those  properties to KMG at the price
that Level 3 would seek to sell the properties to a third party.  If KMG were to
decline to purchase the properties at that price,  Level 3 would be free to sell
them to a third  party for an amount  greater  than or equal to that  price.  If
Level 3 were to sell the properties to a third party,  thus terminating the Mine
Management  Agreement,  it would be required  to pay KMG an amount  equal to the
discounted present value to KMG of the Mine Management Agreement, determined, if
necessary, by an appraisal process.

                          THE 1995 STOCK PLAN PROPOSAL

     Subject  to the  requisite  affirmative  stockholder  vote  at  the  Annual
Meeting,  the Board has adopted an  amendment to the  Company's  1995 Stock Plan
(Amended and Restated as of April 1, 1998) (the "Plan") increasing the aggregate
number of shares of common  stock (the  "Shares")  for  issuance  thereunder  by
50,000,000 shares to a total of 100,728,914  shares at May 31, 2002. The Company
is  seeking  stockholder  approval  of the  Plan in  order  to  comply  with the
requirements of The Nasdaq National Market as well as Sections 162(m) and 422 of
the  Internal  Revenue  Code of 1986,  as amended (the  "Code").  The  following
summary of the Plan is  qualified  in its  entirety by express  reference to the
text of the Plan,  a copy of which is on file with the  Securities  and Exchange
Commission.

Purpose

     Since the Plan was first enacted in 1995 and as amended in April 1998,  the
primary  purpose  of the Plan has been to  increase  the value of Shares and the
profitability of the Company and its subsidiaries (i) by enabling the Company to
attract,  retain,  motivate and reward certain employees,  directors and service
providers and (ii) by aligning the interests of those  employees,  directors and
service providers with the interests of the Company and the holders of Shares.

     In order to attract  and retain  highly  qualified  employees,  the Company
believes that it is important to provide a work environment that encourages each
individual  to  perform  to his or her  potential  and  facilitates  cooperation
towards shared goals and a compensation program designed to attract the kinds of
individuals  the  Company  needs  and to  align  employees'  interests  with the
Company's stockholders.

     Background on Compensation Programs. With respect to compensation programs,
the Company believes that short-term  financial rewards alone are not sufficient
to attract and retain qualified  employees,  and a properly  designed  long-term
compensation  program is a  necessary  component  of  employee  recruitment  and
retention.  In this regard the Company's philosophy is to pay annual cash salary
compensation  that is moderately  less than the annual cash salary  compensation
paid by competitors and an annual  performance-based  cash bonus,  which, if the
Company's  annual  goals are met,  when added to the  annual  cash  salary  cash
compensation results in a total that is


moderately  greater than the total annual cash  compensation  paid on average by
competitors.  The Company's  non-cash  benefit programs  (including  medical and
health insurance, life insurance, disability insurance, etc.) are designed to be
comparable to those offered by its competitors.

     The Company continues to believe that the qualified candidates it seeks, as
well as the current employees it wants to retain and motivate,  place particular
emphasis on  equity-based  long term  incentive  ("LTI")  programs.  The Company
currently has two complementary  programs, both of which are offered pursuant to
the Plan: (i) the  equity-based  "Shareworks"  program,  which helps ensure that
employees have an ownership interest in the Company and are encouraged to invest
in the Company's  common stock;  and (ii) an  innovative  stock-indexed  program
referred to as the  Outperform  Stock Option  ("OSO")  program.  The  Shareworks
program currently enables employees to contribute up to 7% of their compensation
toward the purchase of restricted common stock,  which purchases are matched one
for one by the Company. If an employee remains employed by the Company for three
years from the date of purchase,  the shares that are contributed by the Company
vest.  The shares that are  purchased  by the employee are vested at the time of
purchase.  The Shareworks  program also provides that,  subject to  satisfactory
Company  performance,  the  Company's  employees  will be eligible  annually for
grants by the Company of Level 3 Common Stock of up to a set  percentage  of the
employees' compensation determined by the Compensation Committee of the Board of
Directors,  all of which shares will vest three years from the employee's  first
grant date. For the year ended December 31, 2001, the Company granted a 5% grant
to eligible employees.

     The Company has adopted the OSO  program,  which  differs from LTI programs
generally  adopted by many public  companies in which  employees  are  typically
eligible for conventional  non-qualified stock options ("NQSOs").  NQSO programs
generally  award the  recipient  the right to purchase  stock at a fixed  price,
typically at the price on the date the NQSO was granted.  While widely  adopted,
the Company  believes  such NQSO programs  sometimes  reward  employees  even if
company stock price  performance  is inferior to  investments  of similar risks,
dilute public stockholders in a manner not directly  proportional to performance
and fail to provide a preferred  return on  stockholders'  invested capital over
the return to option  holders.  The  Company  believes  that the OSO  program is
superior to an  NQSO-based  program with respect to these issues  while,  at the
same time,  providing employees a success-based  reward balancing the associated
risk.

     The Company's OSO program has been the primary component of Level 3's stock
based LTI  compensation  programs.  The Company designed the OSO program so that
the Level 3 Common Stock price  performance  must exceed a  broad-based,  market
stock index  before OSO holders  receive any return on their  options.  In other
words,  the Level 3 Common  Stock  price must pass a "hurdle"  of a stock  index
growth  prior  to the  OSO  having  any  value  upon  exercise.  Currently,  the
broad-based, market stock index used in the OSO program is the Standard & Poor's
500 Index,  although  the  Compensation  Committee  reserves the right to select
another broad-based, market stock index for use in this program.

     The Company believes that an OSO-style program better aligns employees' and
stockholders' interests by basing stock option value on the Company's ability to
outperform the market in general, as measured by the relative performance of the
Company's  common stock to the Standard & Poor's 500 Index.  The value  received
for  options  under the OSO plan is based on a formula  involving  a  multiplier
related to how much the Company's common stock outperforms the Standard & Poor's
500 Index. Participants in the OSO program do not realize any value from options
unless the Level 3 Common  Stock  price  outperforms  the  Standard & Poor's 500
Index.  To the extent that the Level 3 Common Stock  outperforms  the Standard &
Poor's 500, the value of OSOs to an option  holder may exceed the value of NQSOs
issued  to  comparable  employees  at  other  companies.  For  a  more  detailed
description of the mechanics of the OSO program, see "Awards - Options - Indexed
Stock Options (Outperform Stock Options), below.

     In July 2000,  the Company  adopted a convertible  outperform  stock option
program, ("C-OSO") as an extension of the existing OSO program. The program is a
component of the Company's ongoing employee retention efforts and offers similar
features to those of an OSO,  but  provides an employee  with the greater of the
value of a single  share  of the  Company's  common  stock at  exercise,  or the
calculated OSO value of a single OSO at the time of exercise.

     As of May 31,  2002,  the number of awards  under the Plan that were vested
and exercisable,  including, OSOs, NQSOs, Shareworks and restricted stock, would
require  the  issuance  of  7,959,063  Shares  if all of those


awards had been exercised on that date (assuming a Level 3 Common Stock price of
$4.50 on May 31, 2002 and an OSO,  C-OSO and SR-OSO value based on a $4.50 Level
3 Common Stock price).  In addition,  as of May 31, 2002, the Company has issued
19,271,086 Shares in connection with the exercise of awards under the Plan.

     Compensation  Philosophy.  As stated  above,  since  late 1997 the  Company
adhered to a  compensation  philosophy  that includes the payment of annual cash
compensation,  which,  if the  Company's  annual  goals are met,  is  moderately
greater  than the cash  compensation  paid on  average by  competitors,  and the
delivery of equity based, LTI  compensation  that is based on the performance of
the  Level  3  Common  Stock.  In  determining  the  levels  of  grants  of  LTI
compensation, the Company has strived to deliver approximately 25 percent of the
"outperformance"   value  of  the  Level  3  Common  Stock  to  employees.   The
Compensation Committee defines  "outperformance" as the increase in the price of
a share of  Level 3 Common  Stock  from  the  date of  grant  until  the date of
exercise, relative to the increase in a broad-based,  market stock index such as
the Standard & Poor's 500 Index.

     As a result of the recent  levels of common  stock  price  performance  and
certain  economic  conditions,  the Company has  re-evaluated  its  compensation
philosophy  for  determining  future  grants  of LTI  compensation  awards.  The
Compensation  Committee of the Board has determined that LTI compensation grants
by the Company are to be set at levels  necessary to control the overall  amount
of dilution to public  stockholders,  even in the  situation  of extreme  common
stock price appreciation, while maintaining the goal of delivering on average no
more than  approximately  25 percent of the  outperformance  to  employees.  The
Company believes that if  modifications  to the LTI compensation  grants are not
made, in situations of relatively  strong Level 3 Common Stock price performance
(that is, stock price  appreciation  that is in excess of at least 100% per year
from current price levels),  LTI compensation  grants could lead to unacceptable
levels of dilution to public  stockholders  and the delivery of an  unacceptable
percentage of outperformance to employees.

     Rationale for Increase in Number of Reserved Shares.  In December 1997, the
Company's  stockholders approved the reservation of 35,000,000 million shares of
Common Stock for purposes of the Plan, which amount was automatically  increased
to 70,000,000 as a result of the Company's  dividend of a single share of Common
Stock for each outstanding share of Common Stock in August 1998. The OSO program
was first  introduced  in April  1998.  Although  the  Company  has used  shares
reserved  under  the  Plan for the  issuance  of  NQSOs,  Restricted  Stock  and
Shareworks,  the  primary  use of  shares  reserved  under  the Plan has been in
connection with the grant of LTI compensation awards (that is, OSOs and C-OSOs).
As of May 31, 2002, the Company has issued  19,271,086  shares of Level 3 Common
Stock in connection with the exercise of awards issued under the Plan.

     The  grant of  traditional  NQSOs  requires  the use of one share of common
stock  reserved  under the plan for each share to be issued upon exercise of the
NQSO.  Only a single  share is  required  to be used from the share  reservation
because the maximum  number of shares that can be issued upon  exercise  can not
exceed the number of shares  specified  in the grant of the NQSO.  This  maximum
number  is known at the time of grant.  The  likelihood  of all of those  shares
being exercised prior to expiration of the NQSO may be greater than with a Level
3 OSO,  because an NQSO is likely to be exercised at even a modest gain in stock
price rather than being allowed to expire without exercise.

     In contrast to an NQSO,  the  granting  of a Level 3 OSO in  situations  of
relatively  strong Level 3 Common Stock price  performance (that is, stock price
appreciation  that is in excess of at least  100% per year  from  current  price
levels) could require the use of up to approximately eight Shares from the share
reserve  for each  award  granted  to fully  stock  settle an OSO  exercise.  In
contrast to an NQSO,  eight Shares from the share reserve is needed to allow the
Company to settle the exercise of an OSO in stock when the relative  performance
of the Level 3 Common  Stock price  between the time of the grant of the OSO and
exercise has exceeded the  performance  of the Standard & Poor's 500 Index by 11
percent or more.  If the Level 3 Common  Stock  price  between the time of grant
through  the time of  exercise  either  has not  outperformed  the change in the
Standard & Poor's 500 Index during that same period,  or if the  appreciation is
not at very high levels,  fewer than the full eight shares,  even as few as zero
shares,  will be needed at the time of  exercise.  In the event that the Company
does not or can not settle OSO  exercises  with the  issuance  of Shares  either
because insufficient shares are available or because it elects not to do so, the
Company is required to settle the exercise of OSOs with  available cash on hand,
which could, in the  circumstance  of extreme Level 3 Common Stock  performance,
require the use of a significant amount of cash.


     In early 2001, Level 3 continued to issue grants of LTI compensation awards
based on the objective to deliver LTI  compensation in order to attract,  retain
and motivate  employees,  while striving to deliver  approximately 25 percent of
the  outperformance  to  the  employee.  During  the  course  of the  year,  the
Compensation Committee also considered other factors in setting levels of grants
of LTI compensation awards, including controlling the overall amount of dilution
to public stockholders.

     From 1998 until the early portion of 2001, the  determination of the amount
of LTI  compensation  that an employee  was  targeted to receive  along with the
value of the award  resulted  in the number of awards  that an  employee  was to
receive.  As a result of the level of the Level 3 Common Stock price, the number
of awards  that were  required  to be made in order to  continue  to deliver the
desired amount of LTI  compensation to the Company's  employees  resulted in the
grant of awards at levels that under  situations  of  relatively  strong Level 3
Common Stock price performance would exhaust the Shares reserved under the Plan.
As a result, in order to continue to attract,  retain and motivate the employees
that are  necessary to execute the  Company's  business plan and to continue the
Company's LTI compensation  programs for the next 12 months,  the Board believes
that the number of Shares to be reserved for  issuance  under the Plan should be
increased.

     Although the Company  believes that the existing grants of LTI compensation
awards  were  necessary  to  attract,  retain,  motivate  and  reward the people
necessary to implement  the Company's  business  plan,  the Board  believes that
these levels of LTI compensation  awards could, in the case of relatively strong
common stock price growth (that is, stock price  appreciation  that is in excess
of at least 100% per year from current price levels),  lead to the need to use a
significant  amount of the Company's  available  cash for the  settlement of OSO
exercises.  In response to the  possibility of the need to use available cash to
settle OSO exercises,  James Q. Crowe,  CEO and R. Douglas  Bradbury,  Executive
Vice President and Vice Chairman and all other non-employee members of the Board
of Directors have agreed to irrevocably  waive the right to exercise any OSOs or
C-OSOs  granted to them during 2001 and the first  quarter of 2002. In addition,
Kevin J. O'Hara,  President and COO and Charles C. Miller,  III,  Executive Vice
President  and Vice  Chairman  and each of the 11 Group Vice  Presidents  of the
Company,  have agreed to  irrevocably  waive the right to  exercise  any OSOs or
C-OSOs  granted to them during 2001 and the first  quarter of 2002 to the extent
that the aggregate number of shares of Level 3 Common Stock that could be issued
upon  exercise  of any of those  OSOs or C-OSOs  would  exceed an  aggregate  of
275,000 shares of Level 3 Common Stock per individual. The Company believes that
taking into account these voluntary  restrictions,  there are sufficient  shares
available  under  the Plan to  settle  exercises  of  previously  granted  OSOs.
Although these waivers have been granted without any  conditions,  the Board has
the right to modify or terminate these waivers, in whole or in part, in its sole
discretion. The Board may consider the approval of the 1995 Stock Plan Proposal,
or the  performance  of the Level 3 Common Stock over time, or the rate at which
employees  exercise  awards  issued  under the 1995  Stock  Plan or the rates of
employee attrition, or a combination of these factors or other relevant factors,
in  determining  whether  to modify  or  terminate,  in whole or in part,  these
waivers over time.

     Ramifications of Failure to Receive  Approval.  The Board believes that the
stockholders'  failure to approve the  proposal to increase the number of shares
reserved for issuance under the Plan would require the redesign of the Company's
compensation  programs  the  result of which  would be for the  Company to use a
significantly  greater  portion of the Company's cash on hand and cash generated
by operations to compensate  its employees.  In addition,  in the event that the
Company  continues to issue OSOs and it is unable to settle OSO  exercises  with
the issuance of Shares,  the Company would be required to settle the exercise of
OSOs with available cash on hand,  which could,  in the  circumstance of extreme
Level 3 Common Stock  performance,  require the use of a  significant  amount of
cash.  Finally,  since the  Company  continues  to  believe  that the  qualified
candidates it seeks,  as well as the current  employees  that it seeks to retain
and motivate,  place  particular  emphasis on equity-based  LTI programs,  it is
possible  that  a  compensation   program  that  emphasizes  cash  payments  and
de-emphasizes  equity based  programs  would not allow the Company to adequately
attract, retain and motivate these employees.

Administration

     The Plan is administered by the Compensation Committee (the "Committee") of
the Board. The Committee,  in its sole discretion,  determines which individuals
may  participate in the Plan and the type,  extent and terms of the Awards to be
granted.  In addition,  the  Committee  interprets  the Plan and makes all other
determinations with respect to the administration of the Plan.


Awards

     The Plan  allows for the grant of options  ("Options"),  restricted  Shares
("Restricted  Shares") and other Share-based awards (Options,  Restricted Shares
and other  Share-based  awards are  referred to herein as "Awards") to employees
and non-employee directors of, and persons or entities which provide significant
services to, the Company and its  affiliates  who are selected by the  Committee
for  participation.  As of May 31,  2002,  the  approximate  number  of  persons
eligible to participate in the Plan was 3,488. The Board has determined that the
additional  50,000,000  Shares reserved for issuance under the Plan will be used
only in connection  with the granting of, or settlement of exercise of,  indexed
stock options or OSOs.

     In order to qualify as a "performance  based  compensation plan" as defined
under Internal Revenue Code Section 162(m), the Plan is required to indicate the
maximum  number of awards an individual  may be granted during any calendar year
as well as the  maximum  number of awards  that can be granted to an  individual
during the life of the plan.  Therefore,  for  purposes of Section  162(m),  the
maximum  number of awards that any  individual can receive under the Plan in any
single calendar year is 3,000,000.  In addition, for purposes of Section 162(m),
no more than 15 million awards may be granted to any one  individual  during the
life of the Plan.  Each of these  limitations  will be  determined  prior to the
application  of the indexed  stock  option or OSO  performance  multiplier  (the
"Multiplier") of no greater than eight (8), where the Multiplier is based on the
comparative  performance  of the Level 3 Common  Stock  price to the  Standard &
Poor's 500 Index.

     Options.  Options  granted under the Plan may be "incentive  stock options"
("ISOs"),  within the meaning of Section 422 of the Code, or nonqualified  stock
options  ("NQSOs");  provided,  however,  that  ISOs  may  only  be  granted  to
participants  who are also employees of the Company or a subsidiary  corporation
within  the  meaning of Section  424 of the Code.  The terms of Options  granted
under the Plan will be set out in option  agreements  between  the  Company  and
participants  which will contain such  provisions as the Committee  from time to
time deems appropriate, including the exercise price and expiration date of such
Options. The exercise price of the Options is determined by the Committee at the
time of grant,  provided that in the case of ISOs, the exercise price must be at
least  the fair  market  value of the  Shares  on the  date of  grant.  Upon the
exercise  of an Option,  the amount due the Company may be paid by the holder of
the Option (a) in cash; (b) by the surrender of all or part of an Option; (c) by
the tender to the Company of Shares acquired by the holder on the open market or
owned by the holder for at least six  months and  registered  in his or her name
having a fair  market  value  equal to the  amount  due to the  Company;  (d) by
delivering to the Committee a copy of irrevocable  instructions to a stockbroker
to deliver promptly to the Company an amount of sale or loan proceeds sufficient
to pay the  exercise  price,  in the case of an Option;  (e) in other  property,
rights and credits deemed  acceptable by the  Committee,  including a promissory
note; or (f) by any combination of the payment methods  specified in (a) through
(e). Notwithstanding the foregoing, any method of payment other than in cash may
be used  only  with the  consent  of the  Committee  or if and to the  extent so
provided in the related option agreement.

     Indexed Stock Options  (Outperform  Stock  Options).  Certain awards may be
designated by the Committee as indexed stock options or outperform stock options
("OSOs").  OSOs are currently  designed to provide management with the incentive
to maximize  stockholder value and to reward the members of management only when
the Share price  outperforms the Standard & Poor's 500 Index. The term of an OSO
shall be four (4) years from the date of grant (subject to a shorter period upon
termination of employment with the Company) after which the OSO shall expire.

     OSOs are granted  with an initial  exercise  price equal to the fair market
value on the date of grant (the "Initial Price").  The Initial Price is adjusted
upward or downward as of the date of exercise of the OSOs (the "Adjusted Price")
by a percentage  equal to the  aggregate  increase or decrease  (expressed  as a
whole  percentage  point  followed by three decimal  places) in the Standard and
Poor's 500 Index over the  period  beginning  on the date of grant and ending on
the trading day immediately preceding the date of exercise of the OSOs.

     Upon  exercise  of an OSO,  the  Committee,  in its sole  discretion,  will
deliver to the holder with  respect to and in  cancellation  of each Share as to
which the OSO is  exercised,  either  (a) a number of whole  Shares  with a fair
market  value on the  trading  day  immediately  preceding  the date of exercise
(rounded up to the  nearest  whole  share)  equal to the product of (A) the fair
market  value of a Share on the trading day  immediately  preceding  the date of
exercise,  less the Adjusted Price,  multiplied by (B) the Multiplier,  (b) cash
equal to the  aggregate  value of the Shares


determined  pursuant  to clause (a) above,  or (c) a  combination  of Shares and
cash, in any proportion  the Committee may determine,  having the same aggregate
value as the  Shares  determined  pursuant  to clause  (a)  above,  in each case
subject to withholding by the Company.

     In response to changing economic and competitive conditions,  the Committee
may modify the terms of indexed stock option that are issued in the future,  but
the  terms  of such a grant  must  require  the  Level 3  Common  Stock  to have
outperformed a broad-based, market stock index before the award has any exercise
value.

     Restricted Shares. Restricted Shares may be granted by the Committee in its
sole discretion,  and such Shares will become  unrestricted in accordance with a
schedule  established  by the  Committee.  Except as set  forth in an  agreement
relating to Restricted Shares, each person who is awarded Restricted Shares will
have the entire  beneficial  ownership  of, and all rights and  privileges  of a
stockholder with respect to, the Restricted Shares awarded to him or her, except
that  Restricted  Shares  may not be sold,  transferred,  pledged  or  otherwise
encumbered during the restricted period set by the Committee.

     Other  Share-based  Awards.  The  Committee  may grant  any other  Share or
Share-related  awards to an eligible  person  under the Plan that the  Committee
deems appropriate,  including,  but not limited to, stock  appreciation  rights,
bargain purchases of Shares,  bonuses of Shares and the grant of Shares based on
performance or upon the satisfaction of other conditions.

Adjustments for Recapitalization, Merger, etc. of the Company

     The aggregate  number of Shares  available  under the Plan,  Awards granted
under the Plan and any agreements  evidencing such Awards, the maximum number of
Shares  subject to all Awards and the maximum  number of shares with  respect to
which any one person may be granted  Awards  shall be subject to  adjustment  or
substitution,  as determined by the Committee in its sole discretion,  as to the
number,  price or kind of a Share or other consideration  subject to such Awards
or as otherwise  determined by the Committee to be equitable (i) in the event of
changes in the outstanding  Shares or in the capital structure of the Company by
reason   of   stock   dividends,    stock   splits,    reverse   stock   splits,
recapitalizations,   reorganizations,  mergers,  consolidations,   combinations,
exchanges, or other relevant changes in capitalization  occurring after the date
of grant of any such Award or (ii) in the event of any change in applicable laws
or  any  change  in  circumstances  which  results  in or  would  result  in any
substantial  dilution or enlargement of the rights granted to, or available for,
participants  in the Plan,  or which  otherwise  warrants  equitable  adjustment
because it interferes with the intended operation of the Plan.

     Notwithstanding  the above,  in the event that (i) the Company is merged or
consolidated  with another  corporation or entity and, in connection  therewith,
consideration  is received by  shareholders  of the Company in a form other than
stock  or  other  equity  interests  of  the  surviving  entity;   (ii)  all  or
substantially  all of the assets of the Company are acquired by another  person;
(iii) the  reorganization  or  liquidation  of the Company;  or (iv) the Company
shall enter into a written  agreement  to undergo an event  described in clauses
(i), (ii) or (iii) above,  then the Committee may, in its discretion and upon at
least 10 days advance  notice to the affected  persons,  cancel any  outstanding
Awards and pay to the  holders  thereof,  in cash or stock,  or any  combination
thereof,  the value of such Awards based upon the price per Share received or to
be received by other shareholders of the Company in the event.

Change of Control

     The Committee,  in its sole  discretion,  may (but need not) provide in any
Award  agreement  that,  in the event of a Change in Control  (as defined in the
Plan),  notwithstanding any vesting schedule otherwise effective with respect to
the Award, (i) in the case of Options or stock  appreciation  rights,  the Award
shall become  immediately  exercisable with respect to 100 percent of the Shares
subject thereto,  (ii) in the case of Restricted  Shares, any restrictions shall
expire  immediately  with respect to 100 percent of such  Restricted  Shares and
(iii) in the case of any other Award, any other vesting or restricted  period to
which such Award is subject shall expire as to 100 percent of such Award.


Shares Subject to the Plan

     Subject  to the  requisite  affirmative  shareholder  vote  at  the  Annual
Meeting,  the total number of Shares  reserved  for  issuance  under the Plan is
100,728,914  as of May 31, 2002.  The Board has  determined  that the additional
50,000,000  Shares  reserved  for  issuance  under the Plan will be used only in
connection  with the granting of, or  settlement  of exercise of,  indexed stock
options or OSOs.

Market Value

     The closing price of the Shares on the Nasdaq  National  Market on June 17,
2002 was $4.03 per share.

Amendment and Termination

     The  Committee  may  amend  the  Plan  from  time  to  time,  as  it  deems
appropriate.  The Committee,  however,  may not amend any provision  relating to
ISOs,  the Plan's  share  reserve or the  provision  relating to Plan  amendment
without  the  approval  of the Board.  No  amendment  to this Plan may deprive a
participant  of any  Award  or  rights  with  respect  to an Award  without  the
participant's consent.

Tax Gross-Up

     The Committee,  in its sole  discretion,  may (but need not) provide in any
Award agreement for the payment of additional amounts in respect of the Award in
order to make a Participant whole for some or all of the excise taxes imposed on
a participant  pursuant to Section 4999 of the Code in the event that the grant,
exercise,  vesting or payment of such Award is deemed to be an "excess parachute
payment" for purposes of Section 280G of the Code.

Federal Tax Consequences

     The following is a brief  discussion of the Federal income tax consequences
of transactions  with respect to Options,  Restricted  Shares and OSOs under the
Plan  based on the  Code,  as in  effect  as of the date of this  summary.  This
discussion is not intended to be  exhaustive  and does not describe any state or
local tax  consequences.  Holders of awards  under the Plan should  consult with
their own tax advisors.

     ISOs.  No taxable  income is  realized  by the  optionee  upon the grant or
exercise of an ISO. If Shares are issued to an optionee pursuant to the exercise
of an ISO, and if no  disqualifying  disposition  of such shares is made by such
optionee  within two years  after the date of grant or within one year after the
transfer of such shares to such optionee, then (i) upon the sale of such shares,
any amount realized in excess of the Option price will be taxed to such optionee
as a long-term  capital gain and any loss sustained will be a long-term  capital
loss,  and (ii) no deduction  will be allowed to the Company for Federal  income
tax purposes.

     If the Shares acquired upon the exercise of an ISO are disposed of prior to
the expiration of either  holding period  described  above,  generally,  (i) the
optionee will realize  ordinary  income in the year of  disposition in an amount
equal to the excess (if any) of the fair market value of such Shares at exercise
(or, if less,  the amount  realized on the  disposition of such Shares) over the
exercise  price paid for such  Shares and (ii) the  Company  will be entitled to
deduct such amount for Federal  income tax purposes if the amount  represents an
ordinary and necessary business expense.  Any further gain (or loss) realized by
the  optionee  upon  the sale of the  Shares  will be  taxed  as  short-term  or
long-term  capital  gain (or loss),  depending  on how long the Shares have been
held, and will not result in any deduction by the Company.

     If an ISO is exercised  more than three  months  following  termination  of
employment (subject to certain exceptions for disability or death), the exercise
of the Option will  generally be taxed as the  exercise of a NQSO,  as described
below.

     For purposes of  determining  whether an optionee is subject to alternative
minimum tax  liability,  an optionee  who  exercises an ISO  generally  would be
required to increase his or her alternative  minimum taxable income, and compute
the tax basis in the Shares so  acquired,  in the same manner as if the optionee
had exercised a NQSO.  Each optionee is potentially  subject to the  alternative
minimum tax. In  substance,  a taxpayer is required to


pay the higher of his/her alternative minimum tax liability or his/her "regular"
income tax liability. As a result, a taxpayer has to determine his/her potential
liability under the alternative minimum tax.

     NQSOs.  With respect to NQSOs: (i) no income is realized by the optionee at
the time the Option is granted; (ii) generally, at exercise,  ordinary income is
realized by the optionee in an amount  equal to the excess,  if any, of the Fair
Market Value of the shares on such date over the exercise price, and the Company
is  generally  entitled  to a tax  deduction  in the  same  amount,  subject  to
applicable tax withholding  requirements;  and (iii) at sale,  appreciation  (or
depreciation)  after the date of  exercise  is treated as either  short-term  or
long-term  capital  gain (or loss)  depending  on how long the shares  have been
held.

     Restricted  Shares.  Participants  who receive grants of Restricted  Shares
generally will be required to include as taxable ordinary income the fair market
value of the  Restricted  Shares  at the  time  they are no  longer  subject  to
forfeiture  or  restrictions  on transfer for purposes of Section 83 of the Code
(the  "Restrictions"),  less any purchase price paid by the  participant for the
Restricted  Shares.  Thus,  taxable  income  generally  will be  realized by the
participant at the end of the restricted  period.  However, a participant who so
elects under Section 83(b) of the Code (an "83(b)  Election") within thirty days
of the date of grant of the Restricted Shares will incur taxable ordinary income
on the date of grant equal to the excess of the fair market value of such shares
of Restricted Shares  (determined  without regard to the Restrictions)  over the
purchase price paid by the participant for the Restricted  Shares. If the shares
subject to an 83(b) Election are  forfeited,  the  participant  will be entitled
only to a capital loss for tax purposes equal to the purchase  price, if any, of
the  forfeited  shares.  With  respect  to the  sale  of the  shares  after  the
restricted  period has  expired,  the holding  period to  determine  whether the
participant  has long-term or short-term  capital gain or loss generally  begins
when the restrictions expire and the tax basis for such shares generally will be
based on the fair  market  value of the  shares on that  date.  However,  if the
participant makes an 83(b) Election, the holding period commences on the date of
such  election  and the tax basis will be equal to the fair market  value of the
shares  on  the  date  of  the  election   (determined  without  regard  to  the
Restrictions).  The Company  generally will be entitled to a deduction  equal to
the amount that is taxable as  ordinary  income to the  participant,  subject to
applicable withholding requirements.

     OSOs. Participants who receive OSOs will be taxed at ordinary income rates,
at the time an OSO is exercised, on the fair market value of the Shares and cash
received in connection  with such  exercise,  and the Company  generally will be
entitled to a deduction equal to the amount of ordinary income so recognized.

Special Rules Applicable to Corporate Insiders

     As a result of the rules under  Section 16(b) of the Exchange Act ("Section
16(b)"),  and depending  upon the  particular  exemption  from the provisions of
Section 16(b) utilized, officers and directors of the Company and persons owning
more  than  10  percent  of the  outstanding  shares  of  stock  of the  Company
("Insiders")  may not  receive  the same tax  treatment  as set forth above with
respect  to  the  Options,  Restricted  Shares  and  other  Share-based  awards.
Generally,  Insiders will not be subject to taxation until the expiration of any
period  during  which they are subject to the  liability  provisions  of Section
16(b) with respect to the sale of such Shares.  Insiders should check with their
own tax advisers to ascertain the  appropriate  tax treatment for any particular
Award.

New Plan Benefits

     The grant of Options,  Restricted Shares and other Share-based awards under
the Plan is entirely  within the discretion of the Committee.  As of the date of
the mailing of this proxy statement,  the Company cannot determine the number of
Option,  Restricted Share and other  Share-based  awards that will be granted in
the future. Therefore, we have omitted the tabular disclosure of the benefits or
amounts allocated under the Plan.

     The Board unanimously  recommends a vote FOR the approval of the 1995 Stock
Plan proposal.




         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets forth  certain  information  with respect to the
beneficial  ownership of Level 3 Common Stock,  as of May 31, 2002, by Level 3's
directors, the Named Executive Officers, and directors and executive officers as
a group,  and each person known by the Company to beneficially  own more than 5%
of the outstanding Level 3 Common Stock.



                                                                                       
                                                            Number of Shares of      Percent of Common Stock
 Name                                                          Common Stock(+)(++)       Beneficially Owned(++)

Walter Scott, Jr.(1) ..................................               37,298,798               8.5%
James Q. Crowe(2) .....................................                6,396,612               1.6
R. Douglas Bradbury(3) ................................                3,165,190                *
Kevin J. O'Hara(4) ....................................                2,043,799                *
Sureel A. Choksi(5)....................................                  202,414                *
John F. Waters, Jr.(6) ................................                  475,232                *
Thomas C. Stortz(7)....................................                  602,266                *
Mogens C. Bay(8).......................................                   35,000                *
William L. Grewcock(9).................................               13,040,268               3.2
Richard R. Jaros(10) ..................................                3,518,898                *
Robert E. Julian(11) ..................................                3,993,580               1.0
Charles C. Miller, III(12).............................                  214,287                *
David C. McCourt(13)...................................                  115,000                *
Kenneth E. Stinson(14).................................                  924,493                *
Colin V.K. Williams(15) ...............................                  323,344                *
Michael B. Yanney (16).................................                   86,460                *
Directors and Executive Officers
   as a Group (17 persons)(17) ........................               70,677,813               15.0

Legg Mason, Inc.(18)...................................               34,322,622               8.7%


*    Less than 1%.

     (+) It is the  Company's  practice  to  include in this table the number of
     shares of Level 3 Common Stock  issuable upon exercise of Outperform  Stock
     Options,  if any,  which are  exercisable  within 60 days. The value of the
     Outperform  Stock Options is dependent upon the extent to which the Level 3
     Common  Stock has  outperformed  the  results of the  Standard & Poor's 500
     Index.  The number of shares of Level 3 Common Stock issuable upon exercise
     of an Outperform  Stock Option has been  calculated  based upon the closing
     price of the Level 3 Common  Stock on May 31,  2002.  The  number of shares
     issuable upon exercise of an Outperform  Stock Option is therefore  subject
     to change to the  extent  that the  relationship  between  the price of the
     Level 3 Common  Stock and the  results  of the  Standard & Poor's 500 Index
     change.

     (++) In response to the  possibility  of the need to use available  cash to
     settle OSO exercises in the case of relatively  strong Level 3 Common Stock
     price growth,  James Q. Crowe,  CEO, R. Douglas  Bradbury,  Executive  Vice
     President and Vice Chairman and all other non-employee members of the Board
     of  Directors  have agreed to  irrevocably  waive the right to exercise any
     OSOs or C-OSOs  granted to them during 2001 and the first  quarter of 2002.
     In addition, Kevin J. O'Hara, President and COO and Charles C. Miller, III,
     Executive  Vice  President  and Vice Chairman and each of the 11 Group Vice
     Presidents of the Company,  have agreed to  irrevocably  waive the right to
     exercise  any OSOs or  C-OSOs  granted  to them  during  2001 and the first
     quarter of 2002 to the extent that the aggregate  number of shares of Level
     3 Common  Stock that could be issued upon  exercise of any of those OSOs or
     C-OSOs would exceed an aggregate of 275,000  shares of Level 3 Common Stock
     per  individual.  Although  these  waivers  have been  granted  without any
     conditions,  the Board has the right to modify or terminate  these waivers,
     in whole or in part,  in its sole  discretion.  The Board may  consider the
     approval of the 1995 Stock Plan Proposal, or the performance of the Level 3
     Common  Stock over time,  or the rate at which  employees  exercise  awards
     issued under the 1995 Stock Plan or the rates of employee  attrition,  or a
     combination  of these factors or other  relevant  factors,  in  determining
     whether to modify or  terminate,  in whole or in part,  these  waivers over
     time.

(1)  Includes  99,700  shares of Level 3 Common Stock held by the Suzanne  Scott
     Irrevocable Trust as to which Mr. Scott shares voting and investment powers
     and 383,502 shares of Level 3 Common Stock issuable upon  conversion of $25
     million in principal amount of our 6% convertible  subordinated  notes that
     Mr. Scott holds. In addition,  includes  1,514,840 shares of


     Level 3 Common Stock  issuable  upon the  exercise of warrants  held by Mr.
     Scott.  Excludes  21,109  shares of Level 3 Common Stock  issuable upon the
     exercise of vested OSOs.

(2)  Includes  520,000  shares of Level 3 Common  Stock held by The Cherry Creek
     Trust,  of which Mr. Crowe is the sole  beneficiary.  This number  excludes
     264,621 shares of Level 3 Common Stock issuable upon the exercise of vested
     OSOs.

(3)  Includes  905,000  shares  of  Level  3  Common  Stock  subject  to  vested
     non-qualified stock options.  This number excludes 86,156 shares of Level 3
     Common Stock issuable upon the exercise of vested OSOs.

(4)  Includes  46,000  shares of Level 3 Common  Stock  held by Kevin J.  O'Hara
     Family LTD  Partnership.  Includes  450,000  shares of Level 3 Common Stock
     subject to vested non-qualified stock options. Also includes 135,389 shares
     of Level 3 Common Stock issuable upon the exercise of vested OSOs.

(5)  Includes   90,000  shares  of  Level  3  Common  Stock  subject  to  vested
     non-qualified stock options.  Also includes 70,414 shares of Level 3 Common
     Stock issuable upon the exercise of vested OSOs and C-OSOs.

(6)  Includes  402,500  shares  of  Level  3  Common  Stock  subject  to  vested
     non-qualified stock options.  Also includes 71,232 shares of Level 3 Common
     Stock issuable upon the exercise of vested OSOs and C-OSOs.

(7)  Includes  150,000  shares  of  Level  3  Common  Stock  subject  to  vested
     non-qualified stock options.  Also includes 54,266 shares of Level 3 Common
     Stock issuable upon the exercise of vested OSOs and C-OSOs.

(8)  Excludes 2,586 shares of Level 3 Common Stock issuable upon the exercise of
     vested OSOs.

(9)  Includes  1,154,640  shares of Level 3 Common Stock held by Grewcock Family
     Limited  Partnership.  Includes 351,230 shares of Level 3 Common Stock held
     by the Bill & Berniece Grewcock  Foundation as to which Mr. Grewcock shares
     voting and investment powers. At May 31, 2002, includes 1,100,000 shares of
     Level 3 Common Stock held by a grantor trust,  of which Mr. Grewcock is the
     residual  beneficiary.  In addition,  includes  1,514,840 shares of Level 3
     Common Stock  issuable upon the exercise of warrants held by Mr.  Grewcock.
     Excludes 2,461 shares of Level 3 Common Stock issuable upon the exercise of
     vested OSOs.

(10) Includes  370,000  shares of Level 3 Common  Stock held by the Jaros Family
     Limited  Partnership.  Includes  2,000,000  shares of Level 3 Common  Stock
     subject to options  held by Mr.  Jaros.  Excludes  2,461  shares of Level 3
     Common Stock issuable upon the exercise of vested OSOs.

(11) Includes  1,000,000  shares held by a Julian  Properties,  LP, of which Mr.
     Julian is the sole general partner. Excludes 2,586 shares of Level 3 Common
     Stock issuable upon the exercise of vested OSOs.

(12) Includes  98,463 shares of Level 3 Common Stock  issuable upon the exercise
     of vested OSOs.

(13) Excludes 2,461 shares of Level 3 Common Stock issuable upon the exercise of
     vested OSOs.

(14) Excludes 2,461 shares of Level 3 Common Stock issuable upon the exercise of
     vested OSOs.

(15) Includes 7,000 shares held by The Lanhydrock Limited Partnership,  of which
     Mr.  Williams is the sole general partner and 14,000 shares held by Dreason
     (Bermuda)  Limited  of which  Mr.  Williams  is the 70%  stockholder.  Also
     excludes  30,414 shares of Level 3 Common Stock  issuable upon the exercise
     of vested OSOs.

(16) Excludes 2,586 shares of Level 3 Common Stock issuable upon the exercise of
     vested OSOs.

(17) Includes  4,257,500  shares  of  Level 3 Common  Stock  subject  to  vested
     non-qualified  stock  options,  435,686  shares  of  Level 3  Common  Stock
     issuable upon  exercise of vested OSOs and C-OSOs and  3,029,680  shares of
     Level 3 Common  Stock  issuable  upon the  exercise of  warrants.  Excludes
     419,902  shares of Level 3 Common Stock  issuable  upon  exercise of vested
     OSOs.

(18) Legg Mason, Inc.'s address is 100 Light Street, Baltimore,  Maryland 21202.
     The  following  information  is based solely on Legg Mason,  Inc.'s  ("Legg
     Mason") Schedule 13G dated February 8, 2002.

     Various  accounts  managed by Legg Mason Funds  Management,  Inc., LMM LLC,
     Legg Mason  Capital  Management,  Inc.,  Legg Mason Wood  Walker,  Inc. and
     Perigee Investment Counsel,  Inc. have the right to receive or the power to
     direct the receipt of  dividends  from,  or the  proceeds  from the sale of
     shares of Level 3. No such  account  owns  more than 5% of the  outstanding
     shares of Level 3 Common Stock.  Legg Mason has report that these  accounts
     share  the power to vote  and/or  dispose  of the  shares of Level 3 Common
     Stock reported in the Schedule 13G.



                                PERFORMANCE GRAPH

     The following  performance  graph shall not be deemed to be incorporated by
reference by means of any general  statement  incorporating  by  reference  this
Proxy  Statement into any filing under the Securities Act of 1933, as amended or
the  Securities  Exchange  Act of 1934,  except to the extent  that the  Company
specifically incorporates such information by reference, and shall not otherwise
be deemed filed under such acts.

     The graph below  compares the cumulative  total return (stock  appreciation
plus  reinvested  dividends) of the  Company's  common stock with two indexes of
publicly traded stocks.  Prior to the Split-off,  the Company had two classes of
common  stock,  Class C  Construction  &  Mining  Group  Restricted  Convertible
Exchangeable  Common Stock, par value $.0625 per share (the "Class C Stock") and
Class D Stock.  For  substantially  all of the periods  presented  the Company's
stock was not  publicly  traded.  Beginning  in the  fourth  quarter  1997,  the
Company's Class D Stock commenced trading on the over-the-counter  market of the
National Association of Securities Dealers,  Inc. During the fourth quarter, the
only quarter  during which trading  occurred,  the range of the high and low bid
information for the Class D Stock was $20.41 to $29.00. The Level 3 Common Stock
now trades on The Nasdaq  National  Market under the symbol "LVLT."  Because the
Split-off  occurred during 1998, no performance  graph  information is presented
for the Class C Stock. For performance graph  information  regarding the Class C
Stock, please see the proxy materials of Peter Kiewit Sons', Inc.

     Pursuant  to  the  terms  of  the   Company's   Restated   Certificate   of
Incorporation for all periods presented,  other than for the last three quarters
of 1998, the Company's  stock was valued by a formula  contained in the Restated
Certificate  of  Incorporation.  Company  stock  was  valued  at the  end of the
Company's  fiscal  year and the  formula  value was  reduced  as  dividends  are
declared  during the  following  year.  For purposes of the graphs,  it has been
assumed that dividends were immediately reinvested in additional shares of Level
3 Common Stock, although such reinvestment was not permitted in actual practice.
Although for fiscal years prior to 1998, the Company's  fiscal year ended on the
last Saturday in December,  its stock is compared against indexes which assume a
fiscal year ending December 31.

     The formula value of the Class D Stock was linked to the performance of the
Company's  Diversified  Group  (which are the  operations  that  remained in the
Company  after the  Split-off),  which is primarily  engaged in  communications,
information services and coal mining businesses.

     The graph compares the cumulative  total return of the Level 3 Common Stock
(formerly  Class D Stock) for the five year  period 1997 - 2001 with the S&P 500
Index and the Nasdaq  Telecommunications Index. The graph assumes that the value
of the  investment  was $100 on December 31, 1996,  and that all  dividends  and
other distributions were reinvested. In addition, all stock prices and dividends
reflect a dividend of four shares of Class D Stock for each outstanding share of
Class D Stock that was  effective  December  1997 and a dividend of one share of
Level 3 Common  Stock  (formerly  Class D Stock) for each  outstanding  share of
Level 3 Common Stock effective August 1998.



                  Comparison of 5 Year Cumulative Total Return
       Among the Level 3 Common Stock, the Standard & Poor's 500 Index and
                      the Nasdaq Telecommunications Index

                                           [Graphic: Performance Graph]


                                                                                

                                          1996       1997       1998        1999        2000        2001
Common Stock                             100.00     107.37     794.93    1,509.21     593.22       92.17
Standard &Poor's 500 Index1              100.00     133.36     171.47      207.56     188.66      166.24
Nasdaq Telecommunications Index          100.00     145.97     241.58      431.01     183.57      122.90


1 Copyright (c) 2002 Standard & Poor's, a division of The McGraw-Hill Companies,
Inc. All rights reserved.




                                  OTHER MATTERS

     It is not  anticipated  that any matters other than those described in this
Proxy Statement will be brought before the Annual Meeting.  If any other matters
are presented, however, it is the intention of the persons named in the proxy to
vote the proxy in  accordance  with the  discretion  of the persons named in the
proxy.

                              STOCKHOLDER PROPOSALS

     Any  proposal  which a  stockholder  intends to present at the 2003  Annual
Meeting  must be received by Level 3 on or before May 24,  2003,  but no earlier
than April 24, 2003 to be included in the proxy  material of Level 3 relating to
such meeting.  In addition,  such proposal must also include a brief description
of the business to be brought before the annual meeting,  the stockholder's name
and record address, the number of shares of Level 3 Common Stock which are owned
beneficially or of record by such stockholder, a description of any arrangements
or  understandings  between the  stockholder  and any other person in connection
with  such  proposal  and any  material  interest  of such  stockholder  in such
proposal and a representation  that the stockholder  intends to appear in person
or by proxy at the Annual Meeting.  If the stockholder wishes to nominate one or
more persons for election as a director,  such stockholder's  notice must comply
with  additional  provisions  as set  forth in the  Level 3  By-laws,  including
certain  information  with  respect to the  persons  nominated  for  election as
directors and any information relating to the stockholder that would be required
to be disclosed in a Proxy Filing.  Any such proposals should be directed to the
Secretary,  Level 3 Communications,  Inc., 1025 Eldorado Boulevard,  Broomfield,
Colorado, 80021.



                                                                         Annex I

                             AUDIT COMMITTEE CHARTER

                                  Organization

     The Audit  Committee  of the Board of  Directors  shall be  comprised of at
least  three   directors  who  are   independent   of  management  and  Level  3
Communications,  Inc. (the  "Company").  Members of the Audit Committee shall be
considered   "independent"   as  defined  from  time  to  time  by  the  listing
requirements of the national securities exchange or over the counter market upon
which the Company's  common stock is then listed.  All Audit  Committee  members
will be financially literate,  and at least one member will have past employment
experience in finance or accounting or related financial management expertise.

                               Statement of Policy

     The Audit Committee shall provide assistance to the members of the board of
directors in fulfilling  their  responsibility  to the  stockholders,  potential
stockholders  and  investment   community  relating  to  corporate   accounting,
reporting  practices  of the Company and the quality and  integrity of financial
reports  of the  Company.  In so doing,  it is the  responsibility  of the Audit
Committee to maintain free and open  communications  between the directors,  the
independent auditors,  the Company's internal audit department and the financial
management of the Company. It is the expectation of the Audit Committee that the
financial management will fulfill its responsibility of bringing any significant
items to the attention of the Audit Committee.

                                Responsibilities

     In carrying  out its  responsibilities,  the Audit  Committee  believes its
policies  and  procedures  should  remain  flexible,  in order to best  react to
changing  conditions  and to ensure to the directors and  stockholders  that the
corporate  accounting  and reporting  practices of the Company are in accordance
with pertinent requirements.

         In carrying out these responsibilities, the Audit Committee will:

     o    Obtain annually the full Board of Directors'  approval of this Charter
          and review and reassess this Charter as conditions dictate.

     o    Review and recommend to the directors the  independent  auditors to be
          selected  to audit the  financial  statements  of the  Company and its
          divisions and subsidiaries.

     o    Have a clear  understanding  with the  independent  auditors  that the
          independent  auditors  are  ultimately  accountable  to the  Board  of
          Directors   and   the   Audit   Committee,    as   the   stockholders'
          representatives,  and that it is the Board of Directors  and the Audit
          Committee,  as  the  stockholders'  representatives,   that  have  the
          ultimate   authority   in  deciding  to  engage,   evaluate   and,  if
          appropriate, terminate their services.

     o    Meet with the  independent  auditors and  financial  management of the
          Company  to review  the  scope of the  proposed  audit  and  quarterly
          reviews for the current year and the  procedures  to be utilized,  the
          adequacy  of  the  independent  auditors'   compensation  and  at  the
          conclusion  thereof  review  such  audit  or  reviews,  including  any
          comments or recommendations of the independent auditors.

     o    Review with the independent  auditors,  the Company's internal auditor
          and financial and accounting personnel, the adequacy and effectiveness
          of the  accounting and financial  controls of the Company,  and elicit
          any  recommendations  for the improvement of such internal controls or
          particular areas where new or more detailed controls or procedures are
          desirable.

     o    Review the  financial  statements  contained  in the annual  report to
          stockholders with management and the independent auditors to determine
          that the  independent  auditors are satisfied  with the disclosure and
          content  of  the   financial   statements   to  be  presented  to  the
          stockholders.  Review with financial  management  and the  independent
          auditors the results of their timely analysis of significant financial
          reporting issues and


          practices,   including   changes  in,  or  adoptions  of,   accounting
          principles  and  disclosure  practices,  and discuss any other matters
          required to be communicated to the Committee by the auditors.

     o    Provide  sufficient  opportunity  for  the  internal  and  independent
          auditors  to meet  with the  members  of the Audit  Committee  without
          members of the Company's management present.

     o    Report the results of the annual audit to the Board of Directors.

     o    On an annual  basis,  obtain from the  independent  auditors a written
          communication  delineating all their  relationships  and  professional
          services as required by  Independence  Standards Board Standard No. 1,
          Independence Discussions with Audit Committees.

     o    Include a report of the Audit Committee in the proxy statement.

     o    Submit  the  minutes of all  meetings  of the Audit  Committee  to, or
          alternatively, discuss the matters discussed at each Committee meeting
          with, the Board of Directors.

     o    Investigate  any matter  brought to its attention  within the scope of
          its duties,  with the power to retain outside counsel for this purpose
          if, in its judgment, that is appropriate.





                                     [Logo]

                         ANNUAL MEETING OF STOCKHOLDERS
                            Wednesday, July 24, 2002
                                    9:00 AM
                          Civic Auditorium Music Hall
                              1804 Capitol Avenue
                                Omaha, NE 68102




[Logo] Level 3 Communications, Inc.
       1025 Eldorado Boulevard
       Broomfield, CO 80021

                                                                 revocable proxy
- --------------------------------------------------------------------------------

This proxy is solicited by the Board of Directors for use at the Annual  Meeting
on July 24, 2002.

The  shares  of stock you hold in your  account  or in a  dividend  reinvestment
account will be voted as you specify on the reverse side.

If no choice is specified, the proxy will be voted "FOR" Items 1, 2 and 3.

By signing the proxy,  you revoke all prior proxies and appoint Thomas C. Stortz
and Neil J. Eckstein, and each of them, with full power of Substitution, to vote
your shares on the matters shown on the reverse side and any other matters which
may come before the Annual  Meeting and all  adjournments  as  described  in the
Notice of Annual  Meeting and Proxy  Statement  dated June 20, 2002,  receipt of
which is hereby acknowledged.

     Address Changes:


     (If you noted any address changes above,  please mark  corresponding box on
     other side.)

                   See reverse side for voting instructions.

                    To be signed and dated on reverse side.




[Logo]
C/O PROXY SERVICES
P.O. BOX 9142
FARMINGDALE, NY 11735

                    VOTE BY  INTERNET -  www.proxyvote.com  Use the  Internet to
                    transmit  your  voting   instructions   and  for  electronic
                    delivery of information up until 11:59 P.M. Eastern Time the
                    day before the cut-off date or meeting date. Have your proxy
                    card in hand  when  you  access  the web  site.  You will be
                    prompted  to enter your  12-digit  Control  Number  which is
                    located  below to  obtain  your  records  and to  create  an
                    electronic voting instruction form.

                    VOTE BY PHONE - 1-800-690-6903 Use any touch-tone  telephone
                    to  transmit  your voting  instructions  up until 11:59 P.M.
                    Eastern  Time the day  before  the  cut-off  date or meeting
                    date.  Have your proxy card in hand when you call.  You will
                    be prompted to enter your 12-digit  Control  Number which is
                    located  below and then follow the simple  instructions  the
                    Vote Voice provides you.

                    VOTE BY MAIL Mark, sign, and date your proxy card and return
                    it in the postage paid  envelope we have  provided or return
                    it to Level 3 Communications, Inc. c/o ADP, 51 Mercedes Way,
                    Edgewood, NY 11717.






                                                                                                       


O VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOOLOWS:              LVL301                   KEEP THIS PORTION FOR YOUR RECORDS

              THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.                             DEATACH AND RETURN THIS PORTION ONLY

LEVEL 3 COMMUNICATIONS, INC.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN,
WILL BE VOTED FOR EACH PROPOSAL.
The Board of Directors Recommends a Vote     Far Withholld For All          To withhold authority to vote, mark "For All Except" and
FOR Items 1, 2 and 3.                        All    All     Except          write the nominee's number on the line below.


1. To elect tour Class II Directors to the Board of
Directors of Level 3 Communications, Inc. for a
three-year term until 2005 Annual Meeting of
Stockholders. nominees are: 01) Mogens C. Bay, 02)
Richard R. Jaros, 03) Robert E. Julian, 04) David C.
McCourt.

                                                                                                        For     Against   Abstain
2. To adopt an amendment to Level 3's 1995 Stock Plan                                                    O        O          O
(the "Stock Plan") to increase the number of shares of
common stock,  par value $.01 per share of Level 3
(the "Level 3 Common Stock")  reserved for issuance under
the Stock Plan by 50,000,000

3.   To transact such other  business as may properly come before the meeting or
     any adjournments or postponements thereof.                                                          O        O          O


For address changes, please check this box and write them on the back
where indicated.

Please sign exactly as your names)  appears on Proxy.  If held in joint tenancy,
all persons must sign. Trustees, administrators,  etc., should include title and
authority.  Corporations  should provide full name of  corporation  and title of
authorized officer signing the proxy.


- ----------------------------------------        --------------------------------
Signature [PLEASE SIGN WITHIN BOX]  Date        Signature (Joint Owners)   Date