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 * COURTER STEPHEN E   2. Issuer Name and Ticker or Trading Symbol BROADWING CORP [BWNG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 1122 CAPITAL OF TEXAS HIGHWAY SOUTH 3. Date of Earliest Transaction (Month/Day/Year) 01/03/2007 (Street) AUSTIN, TX 78746 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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

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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

Stock Option

$ 8.85

01/03/2007

J

250,000

07/25/2016(1)

07/25/2016

Common Stock

250,000

$ 0

0

D

Stock Option

$ 8.85

01/03/2007

J

250,000

(2)

07/25/2016

Common Stock

250,000

$ 0

0

D

Stock Option

$ 8.85

07/25/2006(3)

A(3)

31,250

(3)

07/25/2016

Common Stock

31,250

$ 0

31,250 (3)

D

Stock Option

$ 8.85

01/03/2006

D

31,250

(3)

07/25/2016

Common Stock

31,250

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
COURTER STEPHEN E 1122 CAPITAL OF TEXAS HIGHWAY SOUTH AUSTIN, TX 78746	X		Chief Executive Officer

Signatures

/s/ Stephen E. Courter		01/05/2007
**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)	Pursuant to the Agreement and Plan of Merger, dated as of October 16, 2006, as amended by an Amendment, dated as of November 21, 2006 by and among the issuer and Level 3 Communications, Inc. and affiliates, the option, vested or unvested, was cancelled in exchange for the aggregate difference between the exercise price and the deemed value of the per share merger consideration of $16.0175 paid out approximately 51% in cash and 49% in shares of Level 3 common stock. Each share of Level 3 common stock had a market value of $5.65 on the effective date of the merger.
(2)	The option vests over time from the date of grant pursuant to a vesting schedule. Pursuant to the Agreement and Plan of Merger, dated as of October 16, 2006, as amended by an Amendment, dated as of November 21, 2006 by and among the issuer and Level 3 Communications, Inc. and affiliates, the option, vested or unvested, was cancelled in exchange for the aggregate difference between the exercise price and the deemed value of the per share merger consideration of $16.0175 paid out approximately 51% in cash and 49% in shares of Level 3 common stock. Each share of Level 3 common stock had a market value of $5.65 on the effective date of the merger.
(3)	The option was initially issued on July 25, 2006, and vests upon the achievement of certain financial goals of the company. Pursuant to the Agreement and Plan of Merger, dated as of October 16, 2006, as amended by an Amendment, dated as of November 21, 2006 by and among the issuer and Level 3 Communications, Inc. and affiliates, the option, vested or unvested, was cancelled in exchange for the aggregate difference between the exercise price and the deemed value of the per share merger consideration of $16.0175 paid out approximately 51% in cash and 49% in shares of Level 3 common stock. Each share of Level 3 common stock had a market value of $5.65 on the effective date of the merger.

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