FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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. Date of Event Requiring Statement (Month/Day/Year) 11/04/2008 3. Issuer Name and Ticker or Trading Symbol LEVEL 3 COMMUNICATIONS INC [LVLT] (Last) (First) (Middle) 95 WELLINGTON STREET WEST, SUITE 800 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) TORONTO, ONTARIO, A6 M5J 2N7 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock, $0.01 par value (?Shares?) 139,276,421 I See Footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
9% Convertible Senior Discount Notes due 2013 (?Notes?)	04/24/2004	  (2)	Common Stock, $0.01 par value	29,499,749	$ (3)	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, A6 M5J 2N7	Â	  X	Â	Â
Northbridge Financial CORP 105 ADELAIDE STREET WEST 7TH FLOOR TORONTO, ONTARIO, A6 M5H 1P9	Â	  X	Â	Â
MARKEL INSURANCE CO OF CANADA 55 UNIVERSITY AVENUE SUITE 1500 TORONTO, ONTARIO, A6 M5J 2H7	Â	  X	Â	Â
COMMONWEALTH INSURANCE CO 595 BURRARD STREET, SUITE 1500 BOX 49115 BENTALL TOWER III VANCOUVER, BRITISH COLUMBIA, A1 V7X 1G4	Â	  X	Â	Â
Federated Insurance CO of Canada 717 PORTAGE AVENUE WINNIPEG, MANITOBA, A2 R3C 3C9	Â	  X	Â	Â
LOMBARD GENERAL INSURANCE CO OF CANADA 105 ADELAIDE STREET WEST 3RD FLOOR TORONTO, ONTARIO, A6 M5H 1P9	Â	  X	Â	Â
Lombard Insurance CO 105 ADELAIDE STREET WEST 3RD FLOOR TORONTO, ONTARIO, A6 M5H 1P9	Â	  X	Â	Â
Fairfax (Barbados) International Corp. C/O FAIRFAX FINANCIAL HOLDINGS LIMITED 95 WELLINGTON STREET WEST, SUITE 800 TORONTO, ONTARIO, A6 M5J 2N7	Â	  X	Â	Â

Signatures

BY: /s/ Paul Rivett, NAME: Paul Rivett, TITLE: Vice President		11/14/2008
**Signature of Reporting Person		Date
BY: /s/ Craig Pinnock, NAME: Craig Pinnock, TITLE: Chief Financial Officer		11/14/2008
**Signature of Reporting Person		Date
BY: /s/ Craig Pinnock, NAME: Craig Pinnock, TITLE: Director		11/14/2008
**Signature of Reporting Person		Date
BY: /s/ Craig Pinnock, NAME: Craig Pinnock, TITLE: Director		11/14/2008
**Signature of Reporting Person		Date
BY: /s/ Craig Pinnock, NAME: Craig Pinnock, TITLE: Director		11/14/2008
**Signature of Reporting Person		Date
BY: /s/ Craig Pinnock, NAME: Craig Pinnock, TITLE: Director		11/14/2008
**Signature of Reporting Person		Date
BY: /s/ Craig Pinnock, NAME: Craig Pinnock, TITLE: Director		11/14/2008
**Signature of Reporting Person		Date
BY: /s/ Ronald Schokking, NAME: Ronald Schokking, TITLE: Chairman		11/14/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	47,852,200 Shares are held by Odyssey America Reinsurance Corporation, 45,035,021 Shares are held by Fairfax (Barbados) International Corp., 24,389,200 Shares are held by United States Fire Insurance Company, 6,626,500 Shares are held by Lombard General Insurance Company of Canada, 4,960,000 Shares are held by TIG Insurance Company, 4,504,000 Shares are held by Commonwealth Insurance Company, 2,510,000 Shares are held by Markel Insurance Company of Canada, 1,306,500 Shares are held by Federated Insurance Company of Canada, 1,193,000 Shares are held by Lombard Insurance Company and 900,000 Shares are held by pension plans of certain subsidiaries of Fairfax Financial Holdings Limited.
(2)	The Notes are convertible into Shares at the option of the holder thereof at any time prior to the close of business on the last trading day immediately preceding October 15, 2013, the maturity date of the Notes.
(3)	The Notes are convertible into Shares based on a conversion price of $9.991 per Share, subject to adjustment under certain circumstances.
(4)	$294,732,000 aggregate principal amount of Notes is held by a trust all of the ownership interests of which are held by subsidiaries of Fairfax Financial Holdings Limited.

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