Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN
   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)
(Last)
(First)
(Middle)
95 WELLINGTON STREET WEST, SUITE 800		 3. Date of Earliest Transaction (Month/Day/Year)
10/16/2009
(Street)

TORONTO, ONTARIO, CANADA M5J 2N7		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
7% Convertible Senior Notes due 2015, Series B (?Notes?) (1) 10/16/2009   P   $ 75,000,000 (2)   10/16/2009   (3) Common Stock, $0.01 par value (?Shares?) 41,666,666 $ 75,000,000 $ 75,000,000 (2) I See Footnote (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN
95 WELLINGTON STREET WEST
SUITE 800
TORONTO, ONTARIO, CANADA M5J 2N7		     X    
WATSA V PREM ET AL
95 WELLINGTON STREET WEST
SUITE 800
TORONTO, ONTARIO, CANADA M5J 2N7		     X    
1109519 ONTARIO LTD
95 WELLINGTON STREET WEST
SUITE 800
TORONTO, ONTARIO, CANADA M5J 2N7		     X    
SIXTY TWO INVESTMENT CO LTD
1600 CATHEDRAL PLACE
925 WEST GEORGIA ST.
VANCOUVER, BC, CANADA V6C 3L3		     X    
810679 ONTARIO LTD
95 WELLINGTON STREET WEST
SUITE 800
TORONTO, ONTARIO, CANADA M5J 2N7		     X    

Signatures

 /s/ Paul Rivett, Vice President and Chief Legal Officer   10/19/2009
**Signature of Reporting Person Date
 /s/ V. Prem Watsa   10/19/2009
**Signature of Reporting Person Date
 /s/ V. Prem Watsa, President   10/19/2009
**Signature of Reporting Person Date
 /s/ V. Prem Watsa, President   10/19/2009
**Signature of Reporting Person Date
 /s/ V. Prem Watsa, President   10/19/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(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) Aggregate principal amount of Notes
(3) The Notes are convertible into Shares at the option of the holder thereof at any time on or prior to March 15, 2015, the maturity date of the Notes.
(4) $75,000,000 aggregate principal amount of Notes is held by Fairfax Financial Holdings Limited directly.

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