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VOID AFTER DECEMBER _____, 2003	 	 
	NUMBER	 	 	 	 
	RT-	 	
THIS CERTIFICATE AND
THE RIGHTS REPRESENTED
BY IT ARE HELD SUBJECT
TO THE TERMS AND
CONDITIONS HEREIN
DESCRIBED. ANY SALE,
ASSIGNMENT, PLEDGE OR
TRANSFER OF THESE
RIGHTS IS STRICTLY
PROHIBITED.
	 	FIRM
TRANSFERABLE

RIGHTS               




XO COMMUNICATIONS, INC.




	 	 	 	 	 
	 	 	TRANSFERABLE RIGHTS CERTIFICATE
	CUSIP 983764 17 6



This non-transferable class A rights certificate (the “Transferable Rights
Certificate”) certifies that FOR VALUE RECEIVED



or the assignee specified on the reverse hereof (the “Holder”) is the owner of
transferable subscription rights (the “Transferable Rights”) with the number of
firm subscription rights set forth above. Upon presentation of this
Transferable Subscription Rights Certificate with the form of election on the
reverse side hereof properly completed and duty executed and accompanied by
payment in full of the Purchase Price in U.S. dollars for the number of shares
of New Common Stock subscribed by check, bank check, money order or wire
transfer, the Holder is entitled to purchase from XO Communications, Inc., a
Delaware corporation (the “Company”), at any time on or before November     , 2003
(the “Subscription Rights Expiration Date”), at the office of American Stock
Transfer & Trust Company, 59 Maiden Lane, Plaza Level, New York, NY 10038, or
its successors, as Rights Agent (the “Rights Agent”), for a purchase price of
$5.00 (the “Purchase Price”) a number of fully paid and non-assessable shares
of the Company’s common stock par value $.01 per share (the “New Common Stock”)
equal to the number of firm subscription right as set forth above, as described
in the Prospectus, dated October     , 2003, related to these securities (the
“Prospectus”). Capitalized terms used herein without definition are used as
defined in the Prospectus.



     The Company will sell       shares of New Common Stock as a result of  the initial
stage of this offering and is offering      shares of New Common Stock (the
“Rights Shares”) at $5.00 per share for an aggregate of $     in the second
stage of this offering. Any term not defined herein shall have the meaning as
set forth in the Prospectus.



     Each Holder may specify on the back of this Transferable Rights
Certificate the total number of Rights Shares it wishes to purchase up to the
amount of Firm Subscription Rights listed on the front of this Transferable
Rights Certificate The payment for such Rights Shares will be held in a
special bank account by the Rights Agent. The Rights Agent will issue New
Common Stock certificates to subscribers as described in the Prospectus as soon
as commercially practicable after the conclusion of the offering. The Company
will issue no fractional shares of New Common Stock.



     This Transferable Rights Certificate, and the Transferable Rights
represented hereby are transferable and assignable in accordance with the terms
and conditions of the Prospectus. Prior to the exercise of any Transferable
Rights represented hereby, the Holder shall not be entitled to any rights of a
stockholder of the Company by virtue of such holder’s ownership of any
Transferable Rights, including, without limitation, the right to vote or to
receive dividends or other distributions, and shall not be entitled to receive
any notice of any proceedings of the Company or to receive any notice.



     This Transferable Rights Certificate shall not be valid or obligatory
until it has be countersigned by the Rights Agent.



     IN WITNESS WHEREOF, the Company has caused this Transferable Rights
Certificate to be signed by its duly authorized officers and its corporate seal
to be imprinted hereon.




	 	 	 	 	 	 	 
	Dated:	 	 	 	XO COMMUNICATIONS, INC.
	 	 	 	 	 	 	 
	By:	 	 	 	By:	 	 
	 	 	
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER
	 	 	 	CHIEF EXECUTIVE OFFICER, PRESIDENT AND DIRECTOR




	 	 	 
	 	 	
Countersigned and Registered:
	 	 	
AMERICAN STOCK TRANSFER & TRUST COMPANY
	 	 	
as Rights Agent



 







 





XO COMMUNICATIONS, INC.




FORM OF ELECTION TO EXERCISE TRANSFERABLE RIGHTS

(to be executed if holder desires to exercise the Rights)

Please Print All Information Clearly And Legibly.



     The undersigned irrevocably hereby elects to exercise Transferable Rights
represented by this Transferable Rights Certificate and irrevocably subscribes
to purchase the number of Rights Shares set forth below upon the terms and
subject to the conditions set forth on the face of this Transferable Rights
Certificate and in the Prospectus:




	 	 	 	 	 
	Total Number of Shares requested:	 	
 
	 	Rights Shares*
	 	 	

	 	 
	 	 	 	 	 
	Purchase Price:	 	
$5.00 per share	 	 
	 	 	 	 	 
	Total Subscription Price:	 	
$	 	 
	 	 	

	 	 
	 	 	
(amount enclosed)	 	 






	*	 	Up to the amount of Firm Subscription Rights listed on the front of
this Transferable Rights Certificate.



     The form of election must be accompanied by check, bank check, money order
or wire transfer in U.S. dollars for the number of Rights Shares requested
multiplied by the $5.00 purchase price per share.



Method of Payment (check one):





	o	 	Check, Bank Draft, Cashier’s Check or Money Order Payable to American Stock
Transfer & Company as Right Agent — XO Communications, Inc.
	 
	o	 	Wire Transfer directly to a bank account maintained by American Stock Transfer
& Trust Company as Rights Agent — XO Communications, Inc. at Chase Manhattan
Bank, ABA Routing #021-000-021, for Credit to Account #323053785, Further
credit: XO Communications Rights Offering.



     The undersigned understands that he is not assured of receiving any Rights
Shares in excess of the number of Firm Transferable Rights. The undersigned
also understands that any portion of the purchase price remitted herewith in
respect of shares requested but not allocated to him for purchase will be
returned to him without interest in due course.



     The undersigned acknowledges that all Rights Shares will be issued in the
name of the Holder and will be sent to the Holder’s address of record with the
Rights Agent. By completing this Election to Exercise Transferable Rights, the
undersigned hereby certifies that he has received and had an opportunity to
read the Prospectus.




	 	 	 
	
	 	


	Holder Name	 	
Social Security Number/TIN
	 	 	 
	 

	 	 
	 	 	 
	 	 	
 
	
	 	


	 	 	
Signature(s)
	 	 	 
	 	 	 
	
	 	


	Holder Mailing Address	 	
Signature(s)
	 	 	 
	Dated: _____, 2003	 	 



The signature(s) must correspond in every particular, without alteration, with
the name(s) as printed on the reverse of this Transferable Rights Certificate.




ASSIGNMENT OF RIGHTS



          FOR VALUE RECEIVED, the undersigned registered holder hereby sells,
assigns and transfers unto _______________(Name of
Assignee) this Transferable Rights Certificate, together with all right, title
and interest therein, and does irrevocably direct the Rights Agent to transfer
the Transferable Rights of the undersigned registered holder on the books of
the Rights Agent to such Assignee.




	 	 	 	 	 	 	 	 	 	 	 
	Dated:	 	 	 	, 2003
	 	Signature(s)
	 	 	 	 
	 	 	


	 	 	 	 	 	
	 	 



The signature(s) of an executing Holder or an assigning Holder, in the event of
an assignment, must correspond in every particular, without alteration, with
the name(s) as printed on the reverse of this Transferable Rights Certificate.