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) 07/06/2011 (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 Common Stock, $0.01 par value ("Shares") 07/06/2011   C   55,590,005 A (1) 193,966,426 I See Footnote (2)

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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

15% Convertible Senior Notes due 2013 (?Notes?)

(3)

07/06/2011

C

$ 100,062,000

12/24/2008

(4)

Common Stock, $0.01 par value

55,590,005

(1)

0

D

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
NORTH RIVER INSURANCE CO 305 MADISON AVENUE MORRISTOWN, NJ 07962		X
Fairfax (Barbados) International Corp. C/O FAIRFAX FINANCIAL HOLDINGS LIMITED 95 WELLINGTON STREET WEST, SUITE 800 TORONTO, ONTARIO, CANADA M5J 2N7		X
ODYSSEY AMERICA REINSURANCE CORP 300 FIRST STAMFORD PLACE STAMFORD, CT 06902		X
Falcon Insurance Co (Hong Kong) Ltd 6/F., DCH COMMERCIAL CENTRE 25 WESTLANDS ROAD, QUARRY BAY HONG KONG		X

Signatures

/s/ Paul Rivett, Vice President		07/08/2011
**Signature of Reporting Person		Date
/s/ V. Prem Watsa		07/08/2011
**Signature of Reporting Person		Date
/s/ V. Prem Watsa, President		07/08/2011
**Signature of Reporting Person		Date
/s/ V. Prem Watsa, President		07/08/2011
**Signature of Reporting Person		Date
/s/ V. Prem Watsa, President		07/08/2011
**Signature of Reporting Person		Date
/s/ Paul Bassaline, Vice President		07/08/2011
**Signature of Reporting Person		Date
/s/ Ronald Schokking, Chairman		07/08/2011
**Signature of Reporting Person		Date
/s/ Kirk Reische, Vice President		07/08/2011
**Signature of Reporting Person		Date
/s/ Benjamin Wong, Chief Financial Officer		07/08/2011
**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)	Subsidiaries of Fairfax Financial Holdings Limited ("Fairfax") have agreed to convert $100,062,000 aggregate principal amount of Notes. Upon conversion, such subsidiaries will receive an aggregate of 55,590,005 Shares and will also receive an aggregate of approximately $22.5 million in cash, representing interest that would be due from conversion through the maturity date of the Notes.
(2)	The Shares are held by subsidiaries of Fairfax.
(3)	The Notes were 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.
(4)	The Notes were 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 were earlier purchased by the issuer or automatically converted.

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