I,  James O.  Ellis,  Jr.,  a member of the Board of  Directors  of Level 3
Communications,  Inc. (the "Company"), hereby designate any and all of Thomas C.
Stortz and Neil J. Eckstein as my agents and attorneys in fact,  with full power
of substitution, to:

(a)  prepare and sign on my behalf any Form 3, Form 4 or Form 5 with  respect to
     the Company under Section 16 of the Securities Exchange Act of 1934;

(b)  prepare  and sign on my behalf  any form 144  Notice  with  respect  to the
     Company under the Securities Act of 1933, as amended;

(c)  file those forms with the Securities Exchange Commission and with any other
     regulatory  authority or stock exchange with which those forms are required
     to be filed; and

(d)  take any other action  necessary,  proper or legally required in connection
     with the foregoing actions.

     This power of attorney will remain in effect for so long as I am subject to
the foregoing filing requirements with respect to the Company, unless revoked by
me in a written  notice  delivered to the  Company.  I hereby  acknowledge  that
neither my attorneys in fact nor the Company are assuming my  obligation to file
any of those forms on my behalf,  or will have any  liability to me for failures
to file or inaccuracies in those forms.

     IN WITNESS  WHEREOF,  I have  signed this Power of Attorney as of March 17,
2005.




                                                     /s/ James O. Ellis, Jr.
                                                     James O. Ellis, Jr.