April 30, 2002
    
    Attention:  Pam Lustrin 
    Office of United States Trustee
    33 Whitehall Street
    21st Floor
    New York, N.Y. 10004
    
    
    Dear Pam,
    
    I am writing on behalf of a group of over 4 thousand concerned
    stockholders of Williams Communications.
    
    The U.S. Trustee Mission statement says that the Trustee "acts
    in the public interest ..." to "preserve the integrity of the
    bankruptcy system", "secure the just ... resolution of bankruptcy
    cases" and that the Trustee "identifies and investigates ... abuse".  
    
    Over the past few weeks, Williams Communications management
    has taken a number of bizarre steps. Many stockholders feel that
    the most recent step, filing for a Chapter 11 bankruptcy with
    a pre-packaged plan where ownership of the company is taken away
    from the stockholders and given to the bondholders, will be an
    abuse of the bankruptcy process.
    
    By way of background, the company's management reports, until just
    recently, were consistently up beat. Assets exceeded liabilities
    by 50%, steady growth in sales, they were meeting all targets, etc.
    In January of this year the company started a "routine debt
    restructuring" process. Reports were still generally favorable.
    Meetings between management and the bondholders were secret but
    the stockholders were assured that everything was going to be o.k.
    
    On April 1st the company filed a 10k where they announced a
    devaluation of company assets and a write off of 2.9 billion
    dollars. At this point assets about equaled liabilities but
    the company still had 1 billion in cash to work with.
    
    Shortly after the 2.9 billion write off, the former parent
    company of this business, Williams Companies, (the IPO was only
    about a year ago), announced that they felt they were owed
    2.5 billion dollars for various reasons. Williams Communications
    management accepted this claim without dispute.  At this point
    liabilities exceeded assets.
    
    Finally on April 22, 2002 the company announced a Chapter 11
    filing with the pre-packaged deal where the former parent would
    get 48% of newly issued stock and the bondholders would get the
    remaining 52%. The existing stockholders would get nothing.

    In a mere 21 days, the situation went from "routine debt
    restructuring" to a pre-negotiated deal where the bankruptcy court
    will be asked to approve, on a fast track basis, the agreement
    that takes the company's assets and gives them to the bondholders.
    
    None of the key events, the write down, or the new claims from
    Williams Companies, have been subjected to external review. The
    company management has refused repeated, formal requests for
    meaningful dialog with stockholders. The Williams Communications
    board has refused to act on written requests for action that were
    passed by the stockholders with a 95% approval margin.
    
    Evidence is mounting that management, the former parent and
    bondholders have conspired to use the bankruptcy process to
    unjustly take the assets of this company.
    
    If the Trustee's office accepts the recent transactions without
    review, and uses these transactions as justification for a finding
    that "liabilities exceed assets, so therefore the estate should not
    waste money on an equity holders committee" the office of the
    Trustee may become an unwitting participant in the possible
    conspiracy to defraud the stockholders. This is hardly consistent
    with the Trustee's mission statement.   
    
    Please recommend to the Trustee that an equity holders committee be
    appointed in the Williams Communications bankruptcy case.
    
    Thank You,
    
    Neal Nelson, Spokesperson
    Committee of Independent Williams
    Communications Stockholders
    

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