exv4w1



 




EXHIBIT 4.1



	 	 	 	 	 
	NUMBER

XO	 	 	 	SHARES
	 
	THE RIGHTS, PREFERENCES

AND LIMITATIONS OF THE

COMMON STOCK

REPRESENTED BY THIS

CERTIFICATE ARE

DETERMINED BY THE

CERTIFICATE OF

INCORPORATION

ESTABLISHING THE RIGHTS,

PREFERENCES AND

LIMITATIONS OF THIS CLASS

OF SHARES, WHICH WAS

APPROVED BY THE BOARD OF

DIRECTORS OF THE

CORPORATION AND FILED

WITH THE SECREARY OF

STATE OF THE STATE OF

DELAWARE. A COPY OF THE

CERTIFICATE OF

INCORPORATION IS

AVAILABLE FROM THE

CORPORATION WITHOUT

CHARGE TO

STOCKHOLDERS UPON

WRITTEN REQUEST.	 	
[LOGO]


XO

COMMUNICATIONS,

INC.


INCORPORATED

UNDER THE LAWS

OF THE STATE OF

DELAWARE

COMMON STOCK,

PAR VALUE $0.01

PER SHARE
	 	SEE REVERSE FOR CERTAIN

DEFINITIONS


CUSIP 983764 83 8



     THIS IS TO CERTIFY THAT


     is the owner of


FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.01 PER
SHARE, OF


XO COMMUNICATIONS, INC.


transferable on the books of the Corporation by the holder hereof in person or
by a duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the Certificate of
Incorporation of the Corporation and all amendments thereto, to all of which
the holder by the acceptance hereof assents. This certificate is not valid
unless countersigned and registered by the Transfer Agent and Registrar.


WITNESS the facsimile signatures of its duly authorized officers.



	 	 	 
	Dated	 	
COUNTERSIGNED AND REGISTERED:
	 
	 	 	
AMERICAN STOCK TRANSFER & TRUST COMPANY

TRANSFER AGENT AND REGISTRAR
	 
	SECRETARY	 	
AUTHORIZED SIGNATURE

CHAIRMAN OF THE BOARD OF DIRECTORS



 






 



XO COMMUNICATIONS, INC.


     The Corporation will furnish to any stockholder, upon written request and
without charge, a full statement of the designations, relative rights,
preferences and limitations applicable to the Common Stock, the Preferred Stock
and any series of Preferred Stock, and the authority of the Board of Directors
to determine variations for future series of Preferred Stock.


     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:



	 	 	 
	TEN COM – as tenants in common	 	 
	TEN ENT – as tenants by the entireties	 	
UNIF GIFT MIN ACT – Custodian
	JT TEN – as joint tenants with right of survivorship	 	         
                 
               (Cust) (Minor)
	         
    and not as tenants in common	 	          
                  Under Uniform Gifts to Minors
	 	 	          
                  Act

          
                  
             (State)




		
	 	        Additional abbreviations may also be used though not in the above list.



     For Value Received,______hereby sells, assigns and transfers
unto



PLEASE INSERT SOCIAL SECURITY OR OTHER

             IDENTIFYING NUMBER OF ASSIGNEE





(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)













Shares of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint



Attorney to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated: __________________



	 	 	 
	SIGNATURE GUARANTEED	X	__________________
	 
	 	X	__________________




     THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OF
ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION, (Banks, Stockbrokers, Savings and Loan
Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM PURSUANT TO S.E.C. RULE 7Ad-15.