EXHIBIT 10.46

             AMENDMENT TO AGREEMENT FOR THE RESOLUTION OF CONTINUING
                                CONTRACT DISPUTES



          THIS AMENDMENT dated as of October 15, 2002 (the "Amendment") to the
Agreement for the Resolution of Continuing Contract Disputes dated as of July
26, 2002 (the "Agreement"), is entered into by and among Williams
Communications, LLC, a Delaware limited liability company ("WCL"), Williams
Communications Group, Inc., a Delaware corporation ("Communications") and The
Williams Companies, Inc. ("TWC") a Delaware corporation. All capitalized terms
not otherwise defined herein shall have the meanings given to such terms in the
Agreement.

          WHEREAS, the parties wish to modify the provisions relating to certain
agreements to be entered into by the parties as hereinafter provided.

          NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises and obligations contained herein, the Parties hereto hereby
agree as follows:

          1. The parties agree that the agreement with respect to use of the BOK
Tower loading dock referenced in Section 10.e. of the Agreement shall be set
forth in an amendment to that certain Declaration of Reciprocal Easements with
Covenants and Restrictions by and between Williams Headquarters Building Company
and Williams Technology Center, LLC, dated February 26, 2001, which amendment
shall be executed as of the date hereof and recorded in the land records of
Tulsa County, Oklahoma.

          2. The parties agree that the lease of a reception area in the BOK
Tower referenced in Section 10.f. of the Agreement is no longer necessary and
WCL and Communications each permanently waive any right to require such lease of
TWC or any of its subsidiaries.

          3. The parties agree that the replacement agreement for the expired
Records Management Service Level Agreement referenced in Section 9.f. of the
Agreement shall be entered into on or before March 14, 2003 on the same terms
and conditions set forth in such Section 9.f.

          4. The parties agree that the Amended and Restated Sublease Agreement,
as amended, relating to Level 3 of the Resource Center referenced in Section
10(b) of the Agreement shall be entered into on or before March 14, 2003.

          5. (a) Communications agrees to cause WCL to transfer its entire
beneficial ownership interest in the WCG Note Trust, a special purpose statutory
business trust created under the law of the State of Delaware ("Note Trust"),
and to cause the Note Trust to transfer all of its shares of the capital stock
of WCG Note Corp., Inc., a special purpose corporation organized under the law
of the State of Delaware ("Note Corp." and together with Note Trust, the "Note
Trust Entities"), to TWC or any affiliate thereof designated by TWC as of the
Effective Date [i.e., the Effective Date of the Plan of Reorganization which
should be October



15, 2002] such that all benefits and burdens of ownership of the Note Trust
Entities pass to TWC on the Effective Date. Within fifteen (15) business days
following the Effective Date, the parties agree to document such transfer on
mutually agreeable terms and conditions, and Communications shall take all
actions, and cause its affiliates to take all actions, requested by TWC in
furtherance of the foregoing, including, without limitation, (i) amending the
applicable transfer provisions of the Amended and Restated Trust Agreement,
dated as of March 28, 2001 (the "Trust Agreement"), among Wilmington Trust
Company, WCL and Note Trust and the provisions of any other agreements or other
documents which prohibit or limit such transfers, and (ii) delivering any
certificates, stock powers, notices, opinions or other documents required under
the Trust Agreement or otherwise or requested in connection therewith.
Communications further agrees to take all action and to do, or cause to be done,
all things necessary to cause all of the directors and officers of Note Corp. to
be individuals selected by TWC.

         (b) Communications shall take all actions, and cause its affiliates to
take all actions, requested by TWC necessary for TWC or any of its affiliates to
amend the terms of the Senior Notes (as defined in the Indenture, dated as of
March 28, 2001 [the "Indenture"], among Note Trust, Note Corp. and Wells Fargo,
N.A. [as successor-in-interest to United States Trust Company of New York], as
amended) and to operate, manage, wind up and/or terminate the Note Trust,
including, without limitation, (i) amending any provisions of the Indenture, the
Trust Agreement or any of the other Transaction Documents (as such term is used
in the Indenture), (ii) consenting to any action under any of the Transaction
Documents, (iii) waiving any default, breach or failure of any party to comply
with any provision under any of the Transaction Documents and (iv) delivering
any certificates, notices, opinions or other documents required under the
Transaction Documents or otherwise or requested in connection therewith.

         6. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same instrument.

         7. Except as specifically amended hereby, the Agreement is in all
respects confirmed, ratified and approved. All references in the Agreement to
"this Agreement" shall mean and refer to the Agreement as amended hereby.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
and as of the date and year first above written.


WILLIAMS COMMUNICATIONS, LLC         WILLIAMS COMMUNICATIONS
                                     GROUP, INC.

By:                                  By:
   -------------------------             -------------------------
Name:                                Name:
     -----------------------              ------------------------
Title:                               Title:
      ----------------------                ----------------------



THE WILLIAMS COMPANIES, INC.


By:
   -------------------------
Name:
     -----------------------
Title:
      ----------------------

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