Xo (XOHO) 10-K 2003 FY Annual report

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-103428 and No. 333-106302) pertaining to the 2002 Stock Incentive Plan of XO Communications, Inc. of our report dated February 28, 2003, with respect to the consolidated financial statements and schedule of XO Communications, Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 2003.

/s/ Ernst & Young LLP

Baltimore, MD
March 11, 2004