<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>20
<FILENAME>ex99-17.txt
<DESCRIPTION>EXHIBIT 99(17)
<TEXT>


<PAGE>

                                                                  EXHIBIT 99(17)

Henry Egghart (NSB #3401)
LAW OFFICES OF HENRY EGGHART
317 South Arlington Avenue
Reno, Nevada 89501
Telephone: (775) 329-2705
Facsimile: (775) 323-0466

Local Counsel for JACK HERSH

Emily C. Komlossy
GOODKIND LABATON RUDOFF
& SUCHAROW LLP
100 Park Avenue, 12th Floor
New York, NY 10017
Telephone: (212) 907-0700
Facsimile: (212) 818-0477

          IN THE SECOND JUDICIAL DISTRICT COURT OF THE STATE OF NEVADA
                         IN AND FOR THE COUNTY OF WASHOE

JACK HERSH, on behalf of himself and all    )
others similarly situated,                  )
                                            ) Case No. CV03 03220
          Plaintiff,                        )
                                            ) Dept.: 6
   -against-                                )
                                            )
WILTEL COMMUNICATIONS GROUP,                )
INC., J. PATRICK COLLINS, IAN M.            )
CUMMING, WILLIAM H. CUNNINGHAM,             )
MICHAEL DIAMENT, ALAN J. HIRSCHFIELD,       )
JEFFREY C. KEIL, MICHAEL P. ROSSNER,        )
JOSEPH S. STEINBERG, JEFFREY K. STOREY      )
and LEUCADIA NATIONAL CORP.,                )
                                            )
          Defendants.                       )
                                            )
--------------------------------------------

                             CLASS ACTION COMPLAINT




<PAGE>

                                  INTRODUCTION

          Plaintiff, by and through his attorneys, alleges this class action on
behalf of himself and all other stockholders of WilTel Communications Group,
Inc. ("WilTel" or the "Company") who are similarly situated, against the
directors of WilTel to enjoin certain actions of the defendants related to the
management buyout of the outstanding shares of WilTel stock.

                                  THE PARTIES

          1. Plaintiff currently owns WilTel common stock and has owned such
stock at all times material hereto.

          2. WilTel is incorporated in Nevada and maintains its executive
offices at One Technology Center, Tulsa, Oklahoma. The Company provides services
to the communications industry. As of March 31, 2003, WilTel had outstanding 50
million shares of common stock held by hundreds of shareholders of record.
WilTel formerly Williams Communications emerged from bankruptcy proceedings in
October, 2001.

          3. Defendants J. Patrick Collins ("Collins"), Ian M. Cumming
("Cumming"), William H. Cunningham ("Cunningham"), Michael Diament ("Diament"),
Alan J. Hirschfield ("Hirschfield"), Jeffrey C. Keil ("Keil"), Michael P.
Rossner ("Rossner") and Joseph S. Steinberg ("Steinberg") are directors of
WilTel.

          4. Defendant Jeffrey K. Storey ("Storey") is the President, Chief
Executive Officer and a director of WilTel.

          5. Defendant Leucadia National Corp. ("Leucadia") is a New York
corporation which owns 47% of the Company's outstanding stock.

          6. The foregoing individual defendants (collectively referred to
herein as the "Director Defendants") are in a fiduciary relationship with
plaintiff and the public stockholders of WilTel, and own plaintiff and the other
WilTel public stockholders the highest obligations of good faith, fair dealing,
due care, loyalty and full and candid disclosure.


                                       2




<PAGE>

                            CLASS ACTION ALLEGATIONS

          7. Plaintiff brings this action pursuant to Rule 23 of the Nevada
Rules of Civil Procedure for declaratory, injunctive and other relief on his own
behalf and as a class action, on behalf of all common stockholders of WilTel
(except defendants herein and any person, firm, trust, corporation or other
entity related to or affiliated with any of the defendants) or their successors
in interests, who are being deprived of the opportunity to maximize the value of
their WilTel shares by the wrongful acts of the defendants as described herein.

          8. This action is properly maintainable as a class action for the
following reasons:

               (a) The Class of stockholders for whose benefit this action is
brought is so numerous that joinder of all Class members is impracticable. There
are 50 million common shares of WilTel outstanding, owned by hundreds
stockholders of record. Members of the Class are scattered throughout the United
States.

               (b) There are questions of law and fact which are common to
members of the Class and which predominate over all questions affecting only
individual members, including whether the defendants have breached the fiduciary
duties owed by them to plaintiff and members of the Class by reason of the acts
described herein.

               (c) The claims of plaintiff are typical of the claims of the
other members of the Class and plaintiff has no interests that are adverse or
antagonistic to the interests of the Class.

               (d) Plaintiff is committed to the vigorous prosecution of this
action and has retained competent counsel experienced in litigation of this
nature. Accordingly, plaintiff is an adequate representative of the Class and
will fairly and adequately protect the interests of the Class.

               (e) Defendants have acted or refused to act on grounds generally
applicable to the Class, thereby making relief with respect to the Class as a
whole appropriate.


                                       3




<PAGE>

                             SUBSTANTIVE ALLEGATIONS

          9. On May 15, 2003, Leucadia announced it had sent a letter to the
directors of WilTel, formerly Williams Communications, Inc. WilTel offering to
acquire all publicly-held stock for the stock of Leucadia.

          10. Leucadia made an investment in WilTel for its 47% state. However,
pursuant to certain contractual arrangements, Leucadia is prohibited from
acquiring more than 49% of WilTel stock under a stockholders' agreement and
WilTel's Articles of Incorporation. In addition, it was agreed that Leucadia
could make a tender offer to the Company's stockholders, which could not be
initiated prior to October 15, 2004, or unless approved by a majority of the
Company's independent directors or shareholders.

          11. Nonetheless, on May 15, 2003, Leucadia offered to exchange for
3565 common shares of Leucadia for each share of WilTel common stock ("Offer").

          12. Based upon May 14 closing prices, the Offer values each WilTel
share at $13.78. On the news, however, WilTel stock traded above the price in
the Offer, going as high as $14.53 per share.

          13. Defendant Leucadia is taking advantage of a temporary depression
in the price of WilTel stock post-bankruptcy.

          14. On May 12, 2003, Leucadia announced its financial results for the
quarter ended Marcy 31, 2003, in which it recognized a loss of $34.8 million for
its share of WilTel's losses.

          15. In its Form 10-Q for the quarter ended March 31, 2003, WilTel
reported revenue of $288 million and a net loss of $73.2 million or $1.46 per
share.

          16. The Offer is wrongful, unfair, and harmful to Class Members and
represents an attempt by defendants to aggrandize their personal and financial
positions and interests, and to enrich themselves at the expense of and to the
detriment of Class Members. In seeking to consummate the Offer, the Defendants
have failed to offer a fair price or afford Class Members adequate procedural
safeguards, all in violation of their fiduciary obligation.


                                       4




<PAGE>

          17. Because of the control exercised by Leucadia over WilTel, no third
party, as a practical matter, can bid for the Company and thus, it is unlikely
that other bidders will emerge for WilTel.

          18. Unless enjoined by this Court, defendants will continue to breach
its fiduciary duties owed to plaintiff and the Class and will consummate the
transaction to the irreparable harm of the plaintiff and the Class.

          19. Plaintiff and the other members of the Class have no adequate
remedy at law.

          WHEREFORE, plaintiff demands judgment as follows:

     A. Declaring that this action is proper class action and naming plaintiff
as Class representative;

     B. Ordering defendants to carry out their fiduciary duties to plaintiff and
other members of the Class, including the duties of care, loyalty, and candor;

     C. Granting preliminary and permanent injunctive relief against the
consummation of the Offer as described herein;

     D. In the event the Offer is consummated, rescinding the transaction
effected by defendants and a awarding rescissionary damages;

     E. Ordering defendants, jointly and severally, to pay to plaintiff and to
other members of the Class all damages suffered and to be suffered by them as
the result of the acts and transactions alleged herein;

     F. Awarding plaintiff the cost and disbursements of the action including
allowances for plaintiff's reasonable attorney and experts fees; and

     G. Granting such other and further relief as may be just and proper in the
premises.

Dated: May 19, 2003


                                           By: \s\ Henry Egghart
                                              ----------------------------------
                                              Henry Egghart, Esq.
                                              Law Offices of Henry Egghart
                                              317 S. Arlington Avenue
                                              Reno, NV  89501

                                              Local Counsel for Plaintiff

                                              Emily C. Komlossy
                                              GOODKIND LABATON RUDOFF
                                               & SUCHAROW LLP
                                              100 Park Avenue, 12th Floor
                                              New York, NY 10017
                                              212/907-0700
                                              212/818-0477 fax


                                       5




<PAGE>

              IN THE SECOND JUDICIAL DISTRICT COURT STATE OF NEVADA
                     IN AND FOR THE COUNTY OF WASHOE COUNTY

JACK HERSH, on behalf of himself
and all others similarly situated,

              Plaintiff,
                                           Case No. CV03 03220

                 vs.                       Dept. No. 6

WILTEL COMMUNICATIONS GROUP, INC., J.
PATRICK COLLINS, IAN M. CUMMING,
MICHAEL DIAMENT, ALAN J. HIRSCHFIELD,
JEFFREY C. KEIL, MICHAEL P. ROSSNER,
JOSEPH S. STEINBERG, JEFFREY K. STOREY
and LEUCADIA NATIONAL CORP.

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

                                     SUMMONS

TO THE DEFENDANT: YOU HAVE BEEN SUED. THE COURT MAY DECIDE AGAINST YOU WITHOUT
BEING HEARD UNLESS YOU RESPOND WITHIN 20 DAYS. READ THE INFORMATION BELOW VERY
CAREFULLY.

A civil complaint has been filed by the plaintiff against you for the relief as
set forth in that document (see complaint). When service is by publication, add
a brief settlement of the object of the action. See Rules of Civil Procedures,
Rule 4, (b).

1. If you intend to defend this lawsuit, you must do the following within 20
days after service of this summons, exclusive of the day of service.

     a.   File with the Clerk of Court, whose address is shown below, a formal
          written answer to the complaint, along with the appropriate filing
          fees, in accordance with the rules of the Court; and,

     b.   Serve a copy of your answer upon the attorney or plaintiff whose name
          and address is shown below.

2. Unless you respond, a default will be entered upon application of the
plaintiff and this Court may enter a judgment against you for the relief
demanded in the complaint.

     Dated this 19th day of May, 2003.

Issued on behalf of plaintiff's attorney       RONALD A. LONGTIN, JR.,
                                               CLERK OF THE COURT


Name: Henry Egghart, Esq.                      By:
address: 317 S. Arlington Ave.                    ------------------------------
         Reno, NV 89501                                  Deputy Clerk
Phone Number: 775-329-2705
                                              Second Judicial District Court
                                              75 Court Street
                                              Reno, Nevada 898501





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