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

        CADIA NATIONAL CORPORATION AND WILTEL COMMUNICATIONS GROUP, INC.
                      ANNOUNCE SIGNING OF MERGER AGREEMENT


NEW YORK - (BUSINESS WIRE) - August 21, 2003 -- Leucadia National Corporation
(NYSE and PCX: LUK) ("Leucadia") and WilTel Communications Group, Inc.
(Nasdaq:WTEL) ("WilTel") today announced board approval and execution of an
Agreement and Plan of Merger providing for the merger of a subsidiary of
Leucadia into WilTel, with WilTel as the surviving corporation. This
announcement follows a joint announcement by Leucadia and WilTel on August 12,
2003 of an agreement in principle regarding this merger.

Under the terms of the merger agreement, Leucadia will first commence an
exchange offer in which tendering WilTel stockholders will receive 0.4242 of a
Leucadia common share and one contingent sale right for each share of WilTel
common stock tendered in the offer. The exchange offer, if consummated, will be
followed by a back-end merger for the same consideration as offered in the
exchange offer. In general, the contingent sale rights give WilTel stockholders
the opportunity to receive additional Leucadia common shares if Leucadia sells
substantially all of WilTel's assets or outstanding shares of capital stock
prior to October 15, 2004 (which Leucadia has no plans to do) and the net
proceeds from such sale exceeds the valuation in this transaction accorded to
WilTel's equity.

The Board of Directors of WilTel, acting on the recommendation of a special
committee composed of independent directors, approved and adopted the merger
agreement and resolved to recommend that WilTel stockholders accept the offer,
tender their WilTel common stock in the offer and, if required, approve the
Merger Agreement. J.P. Morgan Securities, the special committee's financial
advisor, has opined that, subject to customary assumptions, the merger
consideration is fair from a financial point of view to WilTel's stockholders
other than Leucadia and its affiliates.

Consummation of the transaction is subject to the condition that there be
validly tendered (and not withdrawn) at least a majority of the shares of
WilTel's outstanding common stock not owned by Leucadia, receipt of certain
regulatory approvals and 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. 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 (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 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 stockholders are urged
to carefully read the registration statement and the prospectus included
therein, together with the Schedule TO and the Schedule 14D-9 and other
documents relating to the exchange 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 at the SEC's website at http:www.sec.gov. Once a registration statement, as
well as any documents incorporated by reference therein and a Schedule TO and
Schedule 14D-9 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, THE TENDER OFFER STATEMENT ON SCHEDULE TO AND MANAGEMENT'S
SOLICITATION / RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WHEN THEY BECOME
AVAILABLE BEFORE MAKING A DECISION CONCERNING THE OFFER.


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