SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FAIRFAX FINANCIAL HOLDINGS LTD/ CAN (Last) (First) (Middle) 95 WELLINGTON STREET WEST SUITE 800 (Street) TORONTO, ONTARIO, CANADA M5J 2N7 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LEVEL 3 COMMUNICATIONS INC [ LVLT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/24/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
15% Convertible Senior Notes due 2013 (?Notes?)	( 1 )	12/24/2008		P		$100,062,000		12/24/2008	( 2 )	Common Stock, $0.01 par value (?Shares?)	55,590,000	$100,062,000	$100,062,000	I	See Footnote ( 3 )

1. Name and Address of Reporting Person* FAIRFAX FINANCIAL HOLDINGS LTD/ CAN (Last) (First) (Middle) 95 WELLINGTON STREET WEST SUITE 800 (Street) TORONTO, ONTARIO, CANADA M5J 2N7 (City) (State) (Zip)

1. Name and Address of Reporting Person* WATSA V PREM ET AL (Last) (First) (Middle) 95 WELLINGTON STREET WEST SUITE 800 (Street) TORONTO, ONTARIO, CANADA M5J 2N7 (City) (State) (Zip)

1. Name and Address of Reporting Person* 1109519 ONTARIO LTD (Last) (First) (Middle) 95 WELLINGTON STREET WEST SUITE 800 (Street) TORONTO, ONTARIO, CANADA M5J 2N7 (City) (State) (Zip)

1. Name and Address of Reporting Person* SIXTY TWO INVESTMENT CO LTD (Last) (First) (Middle) 1600 CATHEDRAL PLACE 925 WEST GEORGIA ST. (Street) VANCOUVER, BC, CANADA V6C 3L3 (City) (State) (Zip)

1. Name and Address of Reporting Person* 810679 ONTARIO LTD (Last) (First) (Middle) 95 WELLINGTON STREET WEST SUITE 800 (Street) TORONTO, ONTARIO, CANADA M5J 2N7 (City) (State) (Zip)

1. Name and Address of Reporting Person* NORTH RIVER INSURANCE CO (Last) (First) (Middle) 305 MADISON AVENUE (Street) MORRISTOWN NJ 07962 (City) (State) (Zip)

1. Name and Address of Reporting Person* Fairfax (Barbados) International Corp. (Last) (First) (Middle) C/O FAIRFAX FINANCIAL HOLDINGS LIMITED 95 WELLINGTON STREET WEST, SUITE 800 (Street) TORONTO, ONTARIO, CANADA M5J 2N7 (City) (State) (Zip)

1. Name and Address of Reporting Person* ODYSSEY RE HOLDINGS CORP (Last) (First) (Middle) 300 FIRST STAMFORD PLACE (Street) STAMFORD CT 06902 (City) (State) (Zip)

1. Name and Address of Reporting Person* ODYSSEY AMERICA REINSURANCE CORP (Last) (First) (Middle) 300 FIRST STAMFORD PLACE (Street) STAMFORD CT 06902 (City) (State) (Zip)

1. Name and Address of Reporting Person* Falcon Insurance Co (Hong Kong) Ltd (Last) (First) (Middle) 6/F., DCH COMMERCIAL CENTRE 25 WESTLANDS ROAD, QUARRY BAY (Street) HONG KONG (City) (State) (Zip)

Explanation of Responses:

1. The Notes are convertible into Shares based on an initial conversion price of $1.80 per Share (equivalent to an initial conversion rate of 555.5556 Shares per $1,000 principal amount of Notes), subject to adjustment under certain circumstances.

2. The Notes are convertible into Shares at the option of the holder thereof at any time prior to the close of business on January 15, 2013, the maturity date of the Notes, unless the Notes are earlier purchased by the issuer or automatically converted.

3. $45 million aggregate principal amount of Notes is held by Odyssey America Reinsurance Corporation, $30 million aggregate principal amount of Notes is held by North River Insurance Company, $20.062 million aggregate principal amount of Notes is held by Fairfax (Barbados) International Corp. and $5 million aggregate principal amount of Notes is held by Falcon Insurance Company (Hong Kong) Limited.

	/s/ Paul Rivett, Vice President	12/24/2008
	/s/ V. Prem Watsa	12/24/2008
	/s/ V. Prem Watsa, President	12/24/2008
	/s/ V. Prem Watsa, President	12/24/2008
	/s/ V. Prem Watsa, President	12/24/2008
	/s/ Paul Bassaline, Vice President	12/24/2008
	/s/ Ronald Schokking, Chairman	12/24/2008
	/s/ Donald L. Smith, Senior Vice President	12/24/2008
	/s/ Donald L. Smith, Senior Vice President	12/24/2008
	/s/ Sammy Chan, Director	12/24/2008
	** Signature of Reporting Person	Date
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