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                                                                   EXHIBIT 10.44


                    AMENDMENT TO PURCHASE AND SALE AGREEMENT


                  THIS AMENDMENT (the "Amendment") to the Purchase and Sale
Agreement (the "Agreement"), dated as of July 26, 2002, is made as of this 15th
day of October, 2002, by and among Leucadia National Corporation, a New York
corporation ("Purchaser"), and The Williams Companies, Inc., a Delaware
corporation ("Seller"). All capitalized terms not otherwise defined herein shall
have the meanings given to such terms in the Agreement.

         FOR good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:

1. Definitions. (a) The following definitions are hereby added, in alphabetical
order to Section 1.01 of the Agreement:

                  "Escrow Agreement" means that certain escrow agreement,
         entered into as of October 15, 2002 among Purchaser, Seller, WilTel
         Communications Group, Inc., a Nevada corporation, and the Escrow Agent.

                  "Escrow Agent" means The Bank of New York, a New York banking
         institution.

         (b) The definition of "Building Purchase" in Section 1.01 of the
Agreement is hereby amended and restated in its entirety to read as follows:

                  "Building Purchase" means the purchase by WTC of all of the
         Property for an aggregate purchase price of One Hundred Fifty Million
         Dollars ($150,000,000) payable to Williams Headquarters Building
         Company as follows: (i) the issuance of a promissory note made by WTC
         and WCL, as co-issuers, and guaranteed by Reorganized Communications in
         the stated face amount of Seventy-Four Million Three Hundred Sixty
         Thousand Two Hundred Ninety-Five Dollars and Thirty Cents
         ($74,360,295.30), which amount is payable in full on December 29, 2006
         and represents the original principal amount of Forty Four Million
         Eight Hundred Thousand Dollars ($44,800,000) (which sum reflects a
         $50,000,000 portion of the purchase price reduced by $5,200,000
         relating to the certain credits as set forth in the agreements and
         documents evidencing the Building Purchase) and accreted interest on
         the outstanding principal commencing at the rate of 10% per annum
         through December 31, 2003, and increasing each calendar year thereafter
         by 2% per annum until the maturity date of December 29, 2006, and (ii)
         the issuance of a promissory note made by WTC and WCL, as co-issuers,
         and guaranteed by Reorganized Communications, in the amount of One
         Hundred Million Dollars ($100,000,000) with interest at the rate of 7%
         per annum, and principal to be amortized until maturity on the basis of
         a 30-year schedule, with the entire outstanding principal balance and
         accrued but unpaid interest thereon due and payable in full on the date
         which is seven and one half (7 1/2) years from the date of Closing. The
         payment of each promissory note referred to in clauses (i) and (ii)
         above, is secured by a first lien mortgage and security interest in and
         to the Property and a second lien on certain pledged collateral subject
         to Permitted Encumbrances as defined in the Mortgage with Power of
         Sale, Security Agreement, Assignment of Leases, Rents and Profits,
         Financing Statement and Fixture Filing date as of October 15, 2002 made
         by Williams Technology Center, LLC to Williams Headquarters Building
         Company.



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3. Closing Payment. Section 2.03 is hereby amended and restated in its entirety
to read as follows:

                  In consideration for the purchase by Purchaser of the Claims
         and the WCG Note, on the Closing Date Purchaser shall pay to Seller (or
         such persons as Seller shall direct) One Hundred Eighty Million Dollars
         ($180,000,000) in the aggregate (the "Purchase Price"), by depositing
         the TWC Letter of Credit (as defined in the Escrow Agreement) into
         escrow pursuant to the terms of the Escrow Agreement.

4. Make-Whole Provision. Section 4.11 is hereby amended by including the
following subsection (c):

                  (c) Notwithstanding anything to the contrary in the foregoing
         Sections 4.11(a) and (1), Sections 4.11(a) and (b) shall not be
         applicable, and shall have no further force and effect in connection
         with, and upon the release or cancellation of, the TWC Stock
         Certificate (as defined in the Escrow Agreement) pursuant to Section 5
         of the Escrow Agreement.

5. Conditions to Seller's Obligations to Effect the Closing. The parties hereby
agree that:

         (a) Section 5.02(d) of the Agreement is hereby amended and restated in
its entirety to read as follows:

                  Purchaser shall have consummated the Communications Investment
         by depositing the Company Letter of Credit (as defined in the Escrow
         Agreement) into escrow pursuant to the terms of the Escrow Agreement
         concurrently with the Closing.

         (b) Section 5.02(g) of the Agreement shall be amended and restated in
its entirety to read as follows:

                  Concurrently with the Closing, the agreements, instruments,
         instructions and other documents relating to the Building Purchase
         shall have been deposited into escrow pursuant to the terms of the
         Escrow Agreement.

         (c) Section 5.02(h) of the Agreement is hereby amended and restated in
its entirety to read as follows:

                  The TWC Settlement Order shall have become a Final Order and
         all of the transactions contemplated thereby shall have been
         consummated, subject to the terms and conditions set forth in the
         Escrow Agreement.

6. General Provisions. This Amendment shall be deemed to be a part of the
Agreement, to the same extent as set forth therein in its entirety, and all
other terms and provisions of the Agreement shall continue in full force and
effect.



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                            [Signature Page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of the date and year first
written above.


                                         THE WILLIAMS COMPANIES, INC.


                                          By: /s/ JACK D. MCCARTHY
                                              --------------------------------
                                          Its: Senior Vice President and Chief
                                               Financial Officer


                                          LEUCADIA NATIONAL CORPORATION


                                          By: /s/ Joseph A. Orlando
                                              --------------------------------
                                          Its: Vice President & Chief
                                               Finance Officer