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Dear Stockholder:

As you know, Level 3 Communications,  Inc.'s 2004 Annual Meeting of Stockholders
is scheduled to take place on Tuesday,  May 18, 2004, in Omaha,  Nebraska.  Your
vote is very  important  to us.  If you have not yet  returned  your  proxy,  or
otherwise voted your shares by telephone or the Internet,  we ask that you do so
at your  earliest  convenience  and no later  than 11:59  p.m.  Eastern  Time on
Monday, May 17, 2004.

In  connection  with  reviewing  our  proxy  materials,  we  discovered  that  a
double-counting  error  had  occurred  in the  reporting  of Jim  Crowe's  bonus
payments for 2002 and 2001,  which resulted in the  overstatement of Jim's bonus
for those years. The correct information for 2002 and 2001 is as follows:

         Year         Salary           Bonus
         2002         $365,000        $1,261,862
         2001         $364,423        $1,260,494

As stated in the proxy statement for the 2002 Annual Meeting,  the  Compensation
Committee  of the Board  deferred a decision on Jim's bonus for 2001 until 2002.
It was in the  determination  of the  bonus  for both  2001 and 2002  that  this
overstatement occurred.

We apologize for any confusion that this  overstatement my have created.  Again,
if you have not yet returned your proxy card or otherwise voted, please do so at
your earliest convenience.

Very truly yours,

/s/ Walter Scott, Jr.

Walter Scott, Jr.
Chairman of the Board