<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>18
<FILENAME>ex99-15.txt
<DESCRIPTION>EXHIBIT 99(15)
<TEXT>


<PAGE>

                                                                  EXHIBIT 99(15)

ACOM
ALBRIGHT, STODDARD, WARNICK & ALBRIGHT
Mark Albright, Esq. (NV Bar #1394)
801 S. Rancho Drive
Quail Park Suite D-4
Las Vegas, NV 89106
Tel: (702) 384-7111
Fax: (702) 384-0605
Attorneys for Plaintiffs

                                 DISTRICT COURT

                              CLARK COUNTY, NEVADA

---------------------------------------------x
ERNEST GOTTDIENER, on behalf of himself      :
and all others similarly situated,           : Case No.: A46770
                                             :
                            Plaintiff,       :
                                             :
             -against-                       :
                                             :
WILTEL COMMUNICATIONS GROUP, INC.,           :
JEFF K. STOREY, PATRICK J. COLLINS, IAN      :
M. CUMMING, JOSEPH S. STEINBERG,             :
WILLIAM H. CUNNINGHAM, MICHAEL               :
DIAMENT, ALAN J. HERSCHFIELD, JEFFREY        :
C. KIEL, MICHAEL P. RESSNER and              :
LEUCADIA NATIONAL CORPORATION,               :
                                             :
                            Defendants.      :
                                             :
---------------------------------------------x

               SHAREHOLDERS' FIRST AMENDED CLASS ACTION COMPLAINT

     Plaintiff, by his attorneys, for his first amended complaint against
defendants, alleges upon personal knowledge with respect to paragraph 2, and
upon information and belief based, inter alia, upon the investigation of
counsel, as to all other allegations herein, as follows:





<PAGE>

                              NATURE OF THE ACTION

          1. This is a stockholders' class action on behalf of the public
stockholders of WilTel Communications Group, Inc. ("WilTel" or the "Company") to
enjoin the proposed acquisition of the publicly owned shares of WilTel's common
stock by its controlling shareholder, defendant Leucadia National Corporation
("Leucadia").

                                  THE PARTIES

          2. Plaintiff has been the owner of the common stock of the Company
since prior to the transaction herein complained of and continuously to date.

          3. Defendant WilTel is a corporation duly organized and existing under
the laws of the State of Nevada, with its principal offices located at One
Technology Center, Tulsa, OK 74103. WilTel, formerly Williams Communications
Group, Inc., delivers voice, data, video, and IP (Internet Protocol) services
for worldwide telecommunications carriers, Internet service providers and global
media and entertainment companies. The Company offers a network infrastructure
that connects 115 network centers in key United States Markets and five
continents. As of April 30, 2003, the Company had over 50 million shares
outstanding.

          4. Defendant Leucadia is a corporation duly organized and existing
under the laws of New York, with its principal executive offices locates at 315
Park Avenue South, New York, NY 10010. Leucadia is a diversified holding company
engaged in a variety of businesses, including telecommunications, banking,
lending, manufacturing, real estate, winery operations, property and casualty
reinsurance and the development of a copper mine. Leucadia, owns approximately
47% of the Company's outstanding common stock.


                                       2




<PAGE>

          5. Defendant Jeff K. Storey is and has been at all relevant times
President, CEO and a director of the Company.

          6. Defendant Patrick J. Collins is and has been at all relevant times
a director of the Company.

          7. Defendant Ian M. Cumming is and has been at all relevant times
Chairman of the Board of Directors of the Company. He is also Chairman of the
Board of Leucadia.

          8. Defendant Joseph H. Steinberg is and has been at all relevant times
a director of the Company. He is also a director of Leucadia.

          9. Defendants William H. Cunningham, Michael Diament, Alan J.
Hirschfield, Jeffrey C. Keil, and Michael P. Ressner are and have been at all
relevant times directors of the Company.

          10. The defendants named in paragraphs 5 through 9 (the "Individual
Defendants") are in a fiduciary relationship with plaintiff and the other public
stockholders of WilTel, and owe them the highest obligations of good faith and
fair dealing.

          11. Defendant Leucadia, through its approximately 47% ownership of
WilTel and having persons affiliated with on WilTel's board, has effective and
working control of WilTel. As such, defendant Leucadia is in a fiduciary
relationship with plaintiff and the other public stockholders of WilTel and owes
them the highest obligations of good faith and fair dealing.


                                       3




<PAGE>

                            CLASS ACTION ALLEGATIONS

          12. Plaintiff brings this action on his own behalf and as a class
action on behalf of all WilTel stockholders (except defendants herein and any
person, firm, trust, corporation or other entity related to or affiliated with
any of the defendants) and their successors in interest, who are or will be
threatened with injury arising from defendants' actions as more fully described
herein.

          13. This action is properly maintainable as a class action.

          14. The class of stockholders for whose benefit this action is brought
is so numerous that joinder of all Class members is impracticable. As of April
30, 2003, there were approximately 50 million shares of WilTel Common Stock
outstanding.

          15. There are questions of law and fact which are common to the Class
including, inter alia, the following:

               (a) whether the Individual Defendants have breached their
fiduciary and other common law duties owed by them to plaintiff and the members
of the Class;

               (b) whether plaintiff and the other members of the Class will be
damaged irreparably by defendants' failure to take action designed to obtain the
best value for the public shareholders' interest in WilTel.

          16. Plaintiff is committed to prosecuting this action and has retained
competent counsel experienced in litigation of this nature. The claims of
plaintiff are typical of the claims of the other members of the Class and
plaintiff has the same interests as the other members of the Class. Accordingly,
plaintiff will fairly and adequately represent the Class.


                                       4




<PAGE>

          17. The prosecution of separate actions by individual members of the
Class would create a risk of inconsistent or varying adjudications with respect
to individual members of the Class and establish incompatible standards of
conduct for the party opposing the Class.

          18. Defendants have acted and are about to act on grounds generally
applicable to the Class, thereby making appropriate final injunctive relief with
respect to the Class as a whole.

                             SUBSTANTIVE ALLEGATIONS

          19. On May 15, 2003, it was announced that Leucadia offered to acquire
all of the outstanding shares of WilTel, it does not already own, for 0.3565
shares of Leucadia common for each WilTel share owned by the public shareholders
("Initial Offer").

          20. On July 29, 2003, Leucadia announced that it was withdrawing the
Initial Offer.

          21. On August 7, 2003, Leucadia announced a revised offer to acquire
all of the outstanding shares of WilTel, it does not already own ("Revised
Offer"). Pursuant to the Revised Offer, Leucadia offered the WilTel Board the
choice of one of the following alternative transactions:

               (a) If WilTel's independent directors agree to let the offer go
forward and not oppose the offer, Leucadia would offer 0.3672 of its common
shares for each share of WilTel common stock. If Leucadia were to acquire 90% or
more of the outstanding WilTel shares, Leucadia would effect a backend merger
for the same consideration as offered in the exchange offer. At this exchange
ratio, if all of the


                                       5




<PAGE>

publicly held WilTel shares are acquired by Leucadia, the former public
stockholders of WilTel would own approximately 13.9% of Leucadia's shares; or

               (b) Under the second option, if WilTel agreed to a merger,
Leucadia would offer 0.3934 of a Leucadia common share in exchange for each
share of WilTel common stock. At this exchange ratio, if all of the publicly
held WilTel shares are acquired by Leucadia, the former public stockholders of
WilTel would own approximately 14.8% of Leucadia's shares.

          22. Leucadia demanded that the WilTel bid respond to this offer by
August 12, 2003, or it would deem the offer declined and it would consider or
pursue other methods to acquire the outstanding shares of WilTel it did not
already own.

          23. The consideration to be paid to Class members in the Revised Offer
is unconscionable, unfair and grossly inadequate because, among other things:
(a) the intrinsic value of WilTel's common stock is materially in excess of the
amount offered for those securities in the proposed acquisition given the
stock's current trading price and the Company's prospects for future growth and
earnings; (b) the consideration per share is inadequate and offers and
inadequate premium to the public stockholders of WilTel; and (c) the per share
price is not the result of arm's-length negotiations but was fixed arbitrarily
by Leucadia to "cap" the market price of WilTel stock, as part of a plan for
defendants to obtain complete ownership of WilTel assets and businesses at the
lowest possible price.

          24. Leucadia timed its offer to take advantage of the decline in the
market price of WilTel's stock. The Revised Offer has the effect of capping the
market


                                       6




<PAGE>

for WilTel's stock to facilitate Leucadia's plan to obtain the public interest
in WilTel as cheaply as possible.

          25. Under the circumstances, the Individual Defendants are obligated
to explore all alternatives to maximize shareholder value.

          26. The defendants have breached their duty of loyalty to WilTel
stockholders by using their control of WilTel to force plaintiff and the Class
to sell their equity interest in WilTel at an unfair price, and deprive WilTel's
public shareholders of maximum value to which they are entitled. The Individual
Defendants have also breached the duties of loyalty and due care by not taking
adequate measures to ensure that the interests of WilTel's public shareholders
are properly protected from overreaching. Leucadia has breached its fiduciary
duties, which arise from its effective control of WilTel, by using such
effective control for its own benefit.

          27. The terms of the transaction are grossly unfair to the Class, and
the unfairness is compounded by the gross disparity between the knowledge and
information possessed by defendants by virtue of their positions of control of
WilTel and that possessed by WilTel's public shareholders. The gross unfairness
of the terms are further exacerbated by the fact that Leucadia has publicly
stated that it has no intent to sell the shares of WilTel that it currently owns
to prevent the WilTel Board from shopping the Company to determine the true
market value of the Company and to discourage any possible suitors from
expressing an interest in the Company or for making a bid for the Company at
prices and terms that would we fair, just and reasonable to WilTel public
shareholders. Leucadia further set an arbitrary and capricious deadline on the
Revised Offer that was inadequate to prevent the WilTel Board from having an
adequate


                                       7




<PAGE>

opportunity to evaluate the Revised Offer. Defendants' scheme and intent is to
take advantage of this disparity and to induce the Class to relinquish their
shares in the acquisition at an unfair price on the basis of incomplete or
inadequate information.

          28. Plaintiff and the class have suffered and will suffer irreparable
injury unless defendants are enjoined from breaching their fiduciary duties and
from carrying out the aforesaid plan and scheme.

          29. Plaintiff has no adequate remedy at law.

          WHEREFORE, plaintiff demands judgment as follows:

          A. declaring this to be a proper class action and certifying Plaintiff
as class representative;

          B. enjoining, preliminarily and permanently, the acquisition under the
terms presently proposed;

          C. to the extent, if any, that the transaction complained of is
consummated prior to the entry of this Court's final judgment, rescinding the
same or awarding, inter alia, rescissory damages to the Class;

          D. directing that defendants account to plaintiff and the Class for
all damages caused to them and account for all profits and any special benefits
obtained by defendants as a result of their unlawful conduct;

          E. awarding to plaintiff the costs and disbursements of this action,
including a reasonable allowance for the fees and expenses of plaintiff's
attorneys and experts; and


                                       8




<PAGE>

          F. granting such other and further relief as the Court deems
appropriate.

Dated: August __, 2003                        ALBRIGHT, STODDARD, WARNICK &
                                              PALMER, P.C.


                                              By: \s\ Mark Albright
                                                 -------------------------------
                                                 G. Mark Albright, Esq.
                                                 801 South Rancho Drive
                                                 Quail Park, Building D-4
                                                 Las Vegas, Nevada 89106

OF COUNSEL:

BULL & LIFSHITZ, LLP
18 East 41st Street
New York, New York 10017
(212) 213-6222


                                       9




<PAGE>

                             CERTIFICATE OF MAILING

     I hereby certify that on this ___ day of August, 2003, I mailed a true and
correct copy of the foregoing postage prepaid and addressed to the following:

Kristy Wheeler, Esq.
MORRIS, PICKERING & SANNER
900 Bank of America Plaza
300 South Fourth Street
Las Vegas, Nevada 89101
Attorneys for Defendant
Leucadia National Corporation

Dennis L. Kennedy, Esq.
LIONEL, SAWYER & COLLINS
1700 Bank of America Plaza
300 South Fourth Street
Las Vegas, Nevada 89101
Attorneys for Defendants
WilTel Communications Group
and Jeff K. Storey


                                      ------------------------------------------
                                      An Employee of Albright, Stoddard, Warnick
                                      & Albright


                                       10




<PAGE>


COMP
ALBRIGHT, STODDARD, WARNICK & ALBRIGHT
Mark Albright, Esq. (NV Bar #1394)
801 S. Rancho Drive
Quail Park Suite D-4
Las Vegas, NV 89106
Tel: (702) 384-7111
Fax: (702) 384-0605
Attorneys for Plaintiffs

                                 DISTRICT COURT

                              CLARK COUNTY, NEVADA


--------------------------------------------------------

ERNEST GOTTDIENER, on behalf of himself and all others
similarly situated,
                                                           Case No. A467700
                           Plaintiff,

         -against-

JEFFREY K. STOREY, JOSEPH S. STEINBERG, MICHAEL RESSNER,
JEFFREY C. KEIL, ALAN HIRSCHFIELD, MICHAEL DIAMENT,        Arbitration Exemption
WILLIAM H. CUNNINGHAM, IAN M. CUMMING, PATRICK J.          Claimed Class Action
COLLINS and LEUCADIA NATIONAL CORP.,

                           Defendants.
--------------------------------------------------------

                             CLASS ACTION COMPLAINT

     Plaintiff, by his attorneys, for his complaint against defendants, alleges
upon information and belief, except as to paragraph 2 hereof, which is alleged
upon knowledge as follows:

          1. Plaintiff brings this action pursuant to Nevada Rule of Civil
Procedure 23 on his own behalf and as a class action on behalf of all persons,
other than




<PAGE>

defendants and those in privity with defendants, who own the common stock of
WilTel Communications Group, Inc. ("WilTel" or the "Company").

          2. Plaintiff has been the owner of the common stock of WilTel since
prior to the transaction herein complained of and continuously to date.

          3. Defendant WilTel is a corporation duly organized and existing
under the laws of the State of Nevada with its principal offices located as One
Technology Center, Tulsa, OK 74103. WilTel, formerly Williams Communications
Group, Inc., delivers voice, data, video and IP (Internet Protocol) services for
worldwide telecommunications carriers, Internet service providers, global media
and entertainment companies. The Company offers a network infrastructure that
connects 115 network centers in key United States markets and five continents.
As of April 30, 2003, the Company had over 50 million shares of its common stock
outstanding.

          4. Defendant Jeffrey K. Storey is and has been at all times relevant
times President, Chief Executive Officer and a director of the Company.

          5. Defendants Joseph S. Steinberg, Michael Ressner, Jeffrey C. Keil,
Alan Hirschfield, Michael Diament, William H. Cummingham, Ian M. Cumming and
Patrick J. Collins are and have been at all times relevant hereto directors of
the Company.

          6. The individual defendants constitute the Board of Directors of
WilTel and, by reason of their corporate directorships and executive positions,
stand in a fiduciary position relative to the Company's public shareholders.
Their fiduciary duties, at all times relevant herein, required them to exercise
their best judgment, and to act in a prudent manner, and in the best interest of
the Company's minority shareholders. Said


                                       12




<PAGE>

defendants owe the public shareholders of WilTel the highest duty of good faith,
fair dealing, due care, loyalty, and full candid and adequate disclosure.

          7. Defendant Leucadia National Corp. ("Leucadia") is a diversified
holding company engaged in a variety of businesses, including
telecommunications, banking and lending, manufacturing, real estate activities,
winery operations, development of a copper mine and property and casualty
reinsurance. Leucadia maintains its principal executive offices at 315 Park
Avenue South, New York, NY 10010.

                            CLASS ACTION ALLEGATIONS

          8. Plaintiff brings this action on his own behalf and as a class
action, pursuant to Nevada Rule of Civil Procedure 23, on behalf of all security
holders of the Company (except the defendants herein and any person, firm,
trust, corporation, or other entity related to or affiliated with any of the
defendants) or their successors in interest, who are or will be threatened with
injury arising from defendants' actions as more fully described herein.

          9. This action is properly maintainable as a class action.

         10. The class is so numerous that joinder of all members is
impracticable. As of April 30, 2003, there were approximately 50 million shares
of WilTel common stock outstanding.

         11. There are questions of law and fact which are common to the class
including, inter alia, the following: (a) whether defendants have breached their
fiduciary and other common law duties owed them to plaintiff and the members of
the class; (b) whether defendants are pursuing a scheme and course of business
designed to


                                       13




<PAGE>

eliminate the public shareholders of WilTel in violation of the laws
of the State of Nevada in order to enrich Leucadia at the expense and to the
detriment of the plaintiff and the other public stockholders who are members of
the class; (c) whether the proposed acquisition, hereafter described,
constitutes a breach of the duty of fair dealing with respect to the plaintiff
and the other members of the class; and (d) whether the class is entitled to
injunctive relief or damages as a result of defendants' wrongful conduct.

          12. Plaintiff is committed to prosecuting this action and has retained
competent counsel experienced in litigation of this nature. The claims of
plaintiff are typical of the claims of the other members of the class and
plaintiff has the same interests as the other members of the class. Plaintiff
will fairly and adequately represent of the class.

          13. The prosecution of separate actions by individual members of the
class would create the risk of inconsistent or varying adjudications with
respect to individual members of the class which would establish incompatible
standards of conduct for defendants or adjudications with respect to individual
members of the class which would as a practical matter be dispositive of the
interests of the other members not parties to the adjudications or substantially
impair or impede their ability to protect their interests.

          14. Defendants have acted in a manner which affects plaintiff and all
embers of the class, thereby making appropriate injunctive relief and/or
corresponding declaratory relief with respect to the class as a whole.


                                       14




<PAGE>

                                CLAIM FOR RELIEF

          15. On May 15, 2003, it was announced over Reuters that Leucadia
offered to buy the 53 percent of telecommunications cable firm WilTel that it
does not already own.

          16. Leucadia currently owns approximately 47% of WilTel's outstanding
common shares.

          17. As announced over Business Wire, Leucadia sent a letter to the
board of directors of WilTel relating to the proposal to acquire the shares of
WilTel common stock that it does not already beneficially own. As stated in the
letter:

          Leucadia ... currently beneficially owns approximately 47% of the
          outstanding shares of common stock of WilTel..., which is just under
          the 49% authorized under the Stockholders Agreement between Leucadia
          and WilTel (the "Stockholders Agreement") and WilTel's Articles of
          Incorporation.

               At the time the Stockholders Agreement was negotiated last year,
          it was agreed that Leucadia could make a "Permitted Investor Tender
          Offer" (as defined in the Stockholders Agreement) and that such a
          transaction would not be initiated prior to October 15, 2004 unless it
          was approved by a majority of the "Independent Company Directors" (as
          defined in the Stockholders Agreement) or by the holders of a majority
          of the WilTel shares not owned by Leucadia. Since that time, it has
          become clear to Leucadia that it would be in the best interests of
          both Leucadia and the WilTel stockholders unaffiliated with Leucadia
          to provide an opportunity for WilTel stockholders to receive Leucadia
          shares in exchange for their shares of WilTel common stock.

               Accordingly, Leucadia hereby intends to commence a registered
          exchange offer in which stockholders of WilTel would receive 0.3565
          common shares of Leucadia in exchange for each share of WilTel common
          stock (representing a 30% premium to WilTel's stock price based on the
          closing price of the common stock of Leucadia


                                       15




<PAGE>

          ($38.65 per share) and WilTel ($10.60 per share) on May 14, 2003). The
          exchange offer would be structured to qualify as a Permitted Investor
          Tender Offer, and in particular would have a non-waivable condition
          that the holders of at least a majority of the shares that are not
          beneficially owned by Leucadia have tendered and not withdrawn their
          shares (the "Minimum Condition"). Furthermore, if Leucadia were to
          acquire 90% or more of the outstanding WilTel shares, Leucadia intends
          to effect a backend merger at the same terms as offered in the
          exchange offer (such exchange offer and merger, collectively, the
          "Proposed Transaction"). If all of the publicly held WilTel shares are
          acquired by Leucadia, the former stockholders of WilTel would own
          approximately 13.6% of Leucadia.

          18. The consideration per share to be paid to the class members is
unconscionable, unfair and grossly inadequate consideration because, among other
things: (a) the intrinsic value of the stock of WilTel is materially in excess
of the consideration per share pursuant to the exchange offer, giving due
consideration to the possibilities of growth and profitability of WilTel in
light of its business, earnings and earnings power, present and future; (b) the
consideration per share is inadequate and offers an inadequate premium to the
public stockholders of WilTel; and (c) the per share price is not the result of
arm's length negotiations but was fixed arbitrarily by Leucadia to "cap" the
market price of WilTel stock, as part of a plan for defendants to obtain a
complete ownership of WilTel assets and business at the lowest possible price.

          19. The bid serves no legitimate business purpose of WilTel but rather
is an attempt by defendants to enable Leucadia to benefit unfairly from the
transaction at the expense of WilTel's public shareholders. The proposed plan
will, for a grossly inadequate consideration, deny plaintiff and the other
members of the class their right to


                                       16




<PAGE>

share proportionately in the future success of WilTel and its valuable assets,
while permitting Leucadia to reap huge benefits from the transaction.

          20. By reason of the foregoing acts, practices and course of conduct,
Leucadia has breached and will breach their duty as controlling stockholder of
WilTel by engaging in improper overreaching in attempting to carry out the
proposed transaction.

          21. By reason of the foregoing, the individual defendants have
violated their fiduciary duties to WilTel and the remaining stockholders of
WilTel in the event that they fail to oppose the bid on the terms presently
proposed.

          22. Plaintiff and the class have suffered and will suffer irreparable
injury unless defendants are enjoined from breaching their fiduciary duties and
from carrying out the aforesaid plan and scheme.

          23. Plaintiff and the other members of the class have no adequate
remedy at law.

     WHEREFORE, plaintiff demands judgment against the defendants jointly and
severally, as follows:

          (A) declaring this action to be a class action and certifying
plaintiff as a class representative;

          (B) enjoining, preliminarily and permanently, Leucadia's offer for
acquisition of the WilTel stock owned by plaintiff and the other members of the
class under the terms presently proposed;

          (C) to the extent, if any, that the transaction or transactions
complained of are consummated prior to the entry of this Court's final judgment,
rescinding such transaction or transactions, and granting, inter alia,
rescissory damages;


                                       17




<PAGE>

          (D) directing that defendants pay to plaintiff and the other members
of the class all damages caused to them and account for all profits and any
special benefits obtained as a result of their unlawful conduct;

          (E) awarding the plaintiff the costs and disbursements of this action,
including a reasonable allowance for the fees and expenses of plaintiff's
attorneys and experts; and

          (F) granting plaintiff and the other members of the class such other
and further relief as may be just and proper.


                                           BY: \s\ Mark Albright
                                              ----------------------------------
                                              ALBRIGHT, STODDARD,
                                              WARNICK & ALBRIGHT
                                              Mark Albright, Esq. (NV Bar #1394)
                                              801 S. Rancho Drive
                                              Quail Park Suite D-4
                                              Las Vegas, NV 89106
                                              Tel: (702) 384-7111
                                              Fax: (702) 384-0605
                                              Attorneys for Plaintiffs

OF COUNSEL:
BULL & LIFSHITZ, LLP
18 East 41st Street
New York, New York 10017
(212) 213-6222


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