Filed by Leucadia National Corporation
                      Pursuant to Rule 425 under the Securities Act of 1933 and
  Deemed Filed Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934

                              Subject Company: WilTel Communications Group, Inc.
                                                  Commission File No. 000-50040



                                                                 August 12, 2003

FOR IMMEDIATE RELEASE
Contact:  Laura Ulbrandt (212) 460-1900


                        LEUCADIA NATIONAL CORPORATION AND
                   WILTEL COMMUNICATIONS GROUP, INC. ANNOUNCE
                                MERGER AGREEMENT

Leucadia National Corporation (LUK - NYSE and PCX) and WilTel Communications
Group, Inc. (WTEL - Nasdaq) announced today that Leucadia and the special
committee of independent directors of WilTel reached an agreement in principle
whereby WilTel will become a wholly owned subsidiary of Leucadia. Leucadia and
WilTel intend to enter into a merger agreement that provides for a first-step
exchange offer pursuant to which tendering WilTel stockholders will receive
0.4242 of a Leucadia common share for each share of WilTel common stock to be
followed by a back-end merger for the same consideration as offered in the
exchange offer. This exchange ratio represents a 50.3% premium to WilTel's stock
price on May 14, 2003 ($10.60), the day before Leucadia announced its original
proposal, and a 13.3% premium to WilTel's stock price based on the respective
closing prices of the common stock of Leucadia ($37.56 per share) and WilTel
($14.06 per share) on August 11, 2003. 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 15.8% of Leucadia. In addition,
in the exchange offer and merger WilTel stockholders will receive contingent
stock rights which entitle WilTel stockholders to additional Leucadia common
shares if Leucadia sells substantially all of WilTel's assets prior to October
15, 2004 (which Leucadia has no plans to do) and the net proceeds exceed the
price paid pursuant to this transaction. The special committee was advised by
J.P. Morgan Securities.

Consummation of this transaction is subject to the negotiation and execution of
a definitive agreement, certain regulatory approvals and a non-waivable
condition that the holders of at least a majority of the WilTel shares that are
not beneficially owned by Leucadia and its affiliates have tendered and not
withdrawn their shares in the exchange offer, as well as other customary
conditions.

This press release may contain "forward-looking statements" as defined by
federal law. Although Leucadia and WilTel believe any such statements are based
on reasonable assumptions, there is no assurance that actual outcomes will not
be materially different. Any such statements are made in reliance on the "safe
harbor" protections provided under the Private Securities Litigation Reform Act
of 1995. Leucadia and WilTel assume no obligation to update those statements to
reflect actual results, changes in assumptions and other factors. The
forward-looking statements are subject to known and unknown risks, uncertainties
and other factors that could cause actual results to differ materially from
those projected. Additional information that could lead to material changes in
performance is contained in filings with the Securities and Exchange Commission
(the "SEC") made by Leucadia and WilTel.



Leucadia National Corporation is a holding company engaged in a variety of
businesses, including telecommunications (principally through its 47.4% interest
in WilTel), banking and lending (principally through American Investment Bank,
N.A.), manufacturing (through its Plastics Division), real estate activities,
winery operations, development of a copper mine (through its 72.8% interest in
MK Gold Company) and property and casualty reinsurance. Leucadia currently has
equity interests of more than 5% in the following domestic public companies:
AmeriKing, Inc. (6.8%), Carmike Cinemas, Inc. (11%), GFSI Holdings, Inc. (6.9%),
The FINOVA Group, Inc. (indirectly 25% through its interest in Berkadia),
HomeFed Corporation (30.3%), Jackson Products, Inc. (8.8%), Jordan Industries,
Inc. (10.1%), ParkerVision, Inc. (7.4%) and WilTel Communications Group, Inc.
(47.4%).

WilTel Communications Group, Inc., through its operating subsidiary WilTel
Communications, LLC, provides data, voice and media transport solutions to a
growing carrier-class customer base with complex communications needs. Such
customers include leading global telecommunications and media and entertainment
companies -- companies where bandwidth is either their primary business or a
core component of the products and services they deliver. WilTel's advanced
network infrastructure reaches border-to-border and coast- to-coast with
international connectivity to accommodate global traffic.

Leucadia will file an amended Schedule 13D today with the SEC, which
shareholders can obtain free of charge from the SEC's website at http:
www.sec.gov. This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended. Any offer will only be made through a prospectus, which is
part of a registration statement to be filed with the SEC. WilTel shareholders
are urged to carefully read the registration statement and the prospectus
included therein, and the Schedule TO and other documents relating to an offer,
when they become available because these documents will contain important
information relating to the offer. You may obtain a free copy of these documents
after they have been filed with the SEC, and other documents filed by Leucadia
with the SEC, at the SEC's website at www.sec.gov. Once a registration
statement, as well as any documents incorporated by reference therein and a
Schedule TO have been filed with the SEC, you will also be able to inspect and
copy these documents at the public reference room maintained by the SEC at 450
Fifth Street, NW, Washington, D.C. 20549. YOU SHOULD CAREFULLY READ THE
PROSPECTUS AND THE TENDER OFFER STATEMENT ON SCHEDULE TO WHEN THEY BECOME
AVAILABLE BEFORE MAKING A DECISION CONCERNING AN OFFER.


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