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<SEC-DOCUMENT>/in/edgar/work/20000621/0000950134-00-005188/0000950134-00-005188.txt : 20000920
<SEC-HEADER>0000950134-00-005188.hdr.sgml : 20000920
ACCESSION NUMBER:		0000950134-00-005188
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		8
REFERENCES 429:			333-66141
FILED AS OF DATE:		20000621

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WILLIAMS COMPANIES INC
		CENTRAL INDEX KEY:			0000107263
		STANDARD INDUSTRIAL CLASSIFICATION:	 [4922
]		IRS NUMBER:				730569878
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-3
			SEC ACT:		
			SEC FILE NUMBER:	333-39800
			FILM NUMBER:		658581
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		ONE WILLIAMS CTR
				CITY:			TULSA
				STATE:			OK
				ZIP:			74172
				BUSINESS PHONE:		9185732000
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		ONE WILLIAM CENTER
					CITY:			TULSA
					STATE:			OK
					ZIP:			74172
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	WILLIAMS BROTHERS COMPANIES
						DATE OF NAME CHANGE:	19710817
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM S-3
<TEXT>

<PAGE>   1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 2000
                                                        REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
                                    FORM S-3
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------

                          THE WILLIAMS COMPANIES, INC.

             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                              <C>
                    DELAWARE                                        73-0569878
        (State or other jurisdiction of                          (I.R.S. Employer
         incorporation or organization)                        Identification No.)
</TABLE>

                              ONE WILLIAMS CENTER
                             TULSA, OKLAHOMA 74172
                                 (918) 573-2000
   (Address, including zip code, and telephone number, including area code of
                   registrant's principal executive offices)
                             ---------------------

                           WILLIAM G. VON GLAHN, ESQ.
                   SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                          THE WILLIAMS COMPANIES, INC.
                              ONE WILLIAMS CENTER
                             TULSA, OKLAHOMA 74172
                                 (918) 573-2000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                             ---------------------

                                    Copy To:
                               MARLENE ALVA, ESQ.
                             DAVIS POLK & WARDWELL
                              450 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 450-4000

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
                             ---------------------

    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  [X]
    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [ ]
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]
                             ---------------------
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                                          <C>               <C>                  <C>                  <C>
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
                                                                 PROPOSED MAXIMUM     PROPOSED MAXIMUM     AMOUNT OF
TITLE OF EACH CLASS OF                           AMOUNT TO        OFFERING PRICE     AGGREGATE OFFERING   REGISTRATION
SECURITIES TO BE REGISTERED(1)                 BE REGISTERED         PER UNIT             PRICE(2)            FEE
- -----------------------------------------------------------------------------------------------------------------------
Debt Securities; Preferred Stock, $1 par
  value; Common Stock, $1 par value;
  Preferred Stock Purchase Rights...........        (3)                (3)             $1,500,000,000       $396,000
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) This Registration Statement covers such indeterminate number of shares of
    Common Stock of the Registrant and accompanying Preferred Stock Purchase
    Rights, if any, (i) as shall be issuable or deliverable upon conversion of
    any Debt Securities or Preferred Stock registered hereby, which are
    convertible into such Common Stock, and (ii) as may be required for delivery
    upon conversion of any such convertible securities as a result of
    anti-dilution provisions thereof.

(2) Estimated solely for the purpose of determining the registration fee.
    Excludes an aggregate of $275,000,000 of unsold securities included in
    Registration Statement No. 333-66141 for which a registration fee of $76,450
    was paid on October 26, 1998, which are covered by the Prospectus included
    in this Registration Statement pursuant to Rule 429.

(3) Not applicable pursuant to Form S-3 General Instruction II(D) under the
    Securities Act of 1933.
                             ---------------------
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE DATES AS
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT FILES A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT WILL BE
EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL
THIS REGISTRATION STATEMENT BECOMES EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

    Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to an aggregate of
$275,000,000 of unsold securities registered under Registration Statement No.
333-66141 in respect of which a registration fee of $76,450 was paid on October
26, 1998.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2

       THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
       MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
       THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS
       NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO
       BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
       PERMITTED.

                   SUBJECT TO COMPLETION, DATED JUNE 21, 2000

PROSPECTUS

                          THE WILLIAMS COMPANIES, INC.

                                 $1,775,000,000

                              DEBT SECURITIES AND

                                PREFERRED STOCK

                             ---------------------

     We will provide the specific terms of each series or issue of securities in
supplements to this prospectus. You should read this prospectus and the
supplements carefully before you invest.

                             ---------------------

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                             ---------------------

              The date of this prospectus is [            ,] 2000
<PAGE>   3

                      WHERE YOU CAN FIND MORE INFORMATION

     Williams has filed with the Securities and Exchange Commission in
Washington, D.C., a registration statement on Form S-3 under the Securities Act
of 1933 for the securities offered in this prospectus. Williams has not included
certain portions of the registration statement in this prospectus, as permitted
by the Commission's rules and regulations. For further information, you should
refer to the registration statement and its exhibits. Williams is subject to the
informational requirements of the Securities Exchange Act of 1934, and therefore
files reports and other information with the Commission.

     You may inspect and copy the registration statement and its exhibits, as
well as such reports and other information which Williams files with the
Commission, at the public reference facilities of the Commission at its
principal offices at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 and its regional offices at Northwest Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade
Center, Suite 1300, New York, New York 10048. You can obtain information on the
operation of the Commission's public reference facilities by calling
1-800-SEC-0330. Information filed by Williams is also available at the
Commission's worldwide web site at http://www.sec.gov. You can also obtain these
materials at set rates from the Public Reference Section of the Commission at
its principal office at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549.
                             ---------------------

     YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS AND ITS SUPPLEMENT(S). WE HAVE NOT AUTHORIZED ANYONE
TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE ON THE FRONT OF THOSE DOCUMENTS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES
IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION.

                             ---------------------

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     Williams is incorporating by reference its annual report on Form 10-K/A for
the fiscal year ended December 31, 1999, its quarterly report on Form 10-Q for
the quarter ended March 31, 2000, and its current reports on Form 8-K filed
January 19, 2000, and March 1, 2000.

     All documents which Williams files pursuant to Sections 13, 14, or 15(d) of
the Exchange Act after the date of this prospectus and prior to the termination
of this offering shall be deemed to be incorporated by reference in this
prospectus and to be a part of this prospectus from the date of filing of such
documents. Any statement contained in a document incorporated by reference in
this prospectus shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement in this prospectus or in any
subsequently filed document that also is or is deemed to be incorporated by
reference modifies or replaces such statement.

     Williams will provide without charge to each person to whom a copy of this
prospectus has been delivered, upon the written or oral request of any such
person, a copy of any or all of the documents incorporated by reference herein,
other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the information that this prospectus
incorporates. You should direct written or oral requests for such copies to: The
Williams Companies, Inc., One Williams Center, Tulsa, Oklahoma 74172, Attention:
Corporate Secretary, telephone (918) 573-2000.

                                        1
<PAGE>   4

                          THE WILLIAMS COMPANIES, INC.

     Williams is a holding company headquartered in Tulsa, Oklahoma. Williams,
through Williams Gas Pipeline Company and Williams Energy Services and their
subsidiaries, engages in the following types of energy-related activities:

     - transportation and storage of natural gas and related activities through
       operation and ownership of five wholly owned interstate natural gas
       pipelines and several pipeline joint ventures;

     - exploration and production of oil and gas through ownership of 1.05
       trillion cubic feet of proved natural gas reserves primarily located in
       New Mexico, Wyoming, and Colorado;

     - natural gas gathering, processing, and treating activities through
       ownership and operation of approximately 11,200 miles of gathering lines,
       ten natural gas treating plants, and 12 natural gas processing plants
       (one of which is partially owned);

     - natural gas liquids transportation through ownership and operation of
       approximately 13,360 miles of natural gas liquids pipeline;

     - transportation of petroleum products and related terminal services
       through ownership or operation of approximately 9,170 miles of petroleum
       products pipeline and 75 petroleum products terminals;

     - production and marketing of ethanol and bio-products through operation
       and ownership of two ethanol plants (one of which is partially owned);

     - refining of petroleum products through operation and ownership of two
       refineries;

     - light hydrocarbon/olefin transportation through 300 miles of pipeline in
       Southern Louisiana;

     - ethylene production through a 5/12 interest in a 1.2 billion pound/year
       facility in Geismar, Louisiana;

     - distributed power services;

     - retail marketing through 227 convenience stores and 42 travel centers;
       and

     - energy commodity marketing and trading.

     Williams, through Williams Communications Group, Inc. and its subsidiaries,
engages in the following types of communications-related activities:

     - owner and operator of approximately 26,000 route miles of
       telecommunications fiber optic network;

     - data-, voice-, and video-transmission related products and services;

     - video services and other multimedia services for the broadcast industry;

     - customer-premise voice and data equipment, sales, and services including
       installation, maintenance, and integration; and

     - network integration and management services nationwide.

     Williams, through subsidiaries, also directly invests in energy and
telecommunications projects primarily in Canada, South America, Australia, and
Lithuania and continues to explore and develop additional projects for
international investments. It also invests in energy, telecommunications, and
infrastructure development funds in Asia and Latin America.

     Williams was originally incorporated under the laws of the State of Nevada
in 1949 and was reincorporated under the laws of the State of Delaware in 1987.
Williams maintains its principal executive offices at One Williams Center,
Tulsa, Oklahoma 74172, telephone (918) 573-2000.

                                        2
<PAGE>   5

ORGANIZATION CHART

     To achieve organizational and operating efficiencies, Williams' interstate
natural gas pipelines and pipeline joint venture investments are grouped
together under its wholly owned subsidiary, Williams Gas Pipeline Company. The
other energy operations are grouped into a wholly owned subsidiary, Williams
Energy Services. The communications operations, including investments in
international communications projects, are grouped into a majority owned
subsidiary, Williams Communications Group, Inc. The international energy
operations are grouped into a wholly owned subsidiary, Williams International
Company. The following chart shows Williams' principal subsidiaries.

                                    [Chart]

                                        3
<PAGE>   6

WILLIAMS DEPENDS ON PAYMENTS FROM ITS SUBSIDIARIES

     The debt securities and preferred stock offered by a prospectus supplement
will represent obligations of, or an investment in, Williams exclusively.
Williams is a holding company and conducts substantially all of its operations
through subsidiaries. Williams performs management, legal, financial, tax,
consulting, administrative, and other services for its subsidiaries. Williams'
principal sources of cash are from external financings, dividends and advances
from its subsidiaries, investments, payments by subsidiaries for services
rendered, and interest payments from subsidiaries on cash advances. The amount
of dividends available to Williams from subsidiaries largely depends upon each
subsidiary's earnings and operating capital requirements. The terms of some of
Williams' subsidiaries' borrowing arrangements limit the transfer of funds to
Williams. In addition, the ability of Williams' subsidiaries to make any
payments to Williams will depend on the subsidiaries' earnings, business and tax
considerations, and legal restrictions.

CLAIMS OF HOLDERS OF DEBT SECURITIES AND PREFERRED STOCK RANK JUNIOR TO THOSE OF
CREDITORS OF WILLIAMS' SUBSIDIARIES

     As a result of the holding company structure, the debt securities and
preferred stock will effectively rank junior to all existing and future debt,
trade payables, and other liabilities of Williams' subsidiaries. Any right of
Williams and its creditors to participate in the assets of any of Williams'
subsidiaries upon any liquidation or reorganization of any such subsidiary will
be subject to the prior claims of that subsidiary's creditors, including trade
creditors, except to the extent that Williams may itself be a creditor of such
subsidiary.

                                USE OF PROCEEDS

     Unless otherwise indicated in the applicable prospectus supplement,
Williams will use the net proceeds from the sale of the securities for general
corporate purposes, including repayment of outstanding debt. Williams
anticipates that it will raise additional funds from time to time through debt
financings, including borrowings under its bank credit agreements.

                      RATIOS OF EARNINGS TO FIXED CHARGES
                     AND EARNINGS TO COMBINED FIXED CHARGES
                   AND PREFERRED STOCK DIVIDEND REQUIREMENTS

     The following table presents Williams' consolidated ratio of earnings to
fixed charges for the periods shown.

<TABLE>
<CAPTION>
    THREE MONTHS
        ENDED              YEAR ENDED DECEMBER 31,
      MARCH 31,        --------------------------------
        2000           1999   1998   1997   1996   1995
- ---------------------  ----   ----   ----   ----   ----
<S>                    <C>    <C>    <C>    <C>    <C>
        1.47           1.31   1.40   2.34   2.72   2.26
</TABLE>

     The following table presents Williams' consolidated ratio of earnings to
combined fixed charges and preferred stock dividend requirements for the periods
shown.

<TABLE>
<CAPTION>
    THREE MONTHS
        ENDED              YEAR ENDED DECEMBER 31,
      MARCH 31,        --------------------------------
        2000           1999   1998   1997   1996   1995
- ---------------------  ----   ----   ----   ----   ----
<S>                    <C>    <C>    <C>    <C>    <C>
        1.47           1.30   1.37   2.27   2.63   2.16
</TABLE>

                                        4
<PAGE>   7

                         DESCRIPTION OF DEBT SECURITIES

     The debt securities will constitute either senior or subordinated debt of
Williams. Williams will issue debt securities that will be senior debt under the
senior debt indenture between Williams and Bank One Trust Company, National
Association, as Trustee. Williams will issue debt securities that will be
subordinated debt under the subordinated debt indenture between Williams and
Bank One Trust Company, National Association, as trustee. This prospectus refers
to the senior debt indenture and the subordinated debt indenture individually as
the indenture and collectively as the indentures. This prospectus refers to Bank
One Trust Company, National Association, as the trustee. Williams has filed the
forms of the indentures as exhibits to the registration statement.

     THE FOLLOWING SUMMARIES OF CERTAIN PROVISIONS OF THE INDENTURES AND THE
DEBT SECURITIES ARE NOT COMPLETE AND THESE SUMMARIES ARE SUBJECT TO THE DETAILED
PROVISIONS OF THE APPLICABLE INDENTURE. FOR A FULL DESCRIPTION OF THESE
PROVISIONS, INCLUDING THE DEFINITIONS OF CERTAIN TERMS USED IN THIS PROSPECTUS,
AND FOR OTHER INFORMATION REGARDING THE DEBT SECURITIES, SEE THE
INDENTURES. Wherever this prospectus refers to particular sections or defined
terms of the applicable indenture, these sections or defined terms are
incorporated by reference in this prospectus as part of the statement made, and
the statement is qualified in its entirety by such reference. The indentures are
substantially identical, except for the provisions relating to subordination and
Williams' limitation on liens. See "-- Subordinated Debt" and "-- Certain
Covenants of Williams." Neither indenture contains any covenant or provision
which affords debt holders protection in the event of a highly leveraged
transaction.

CERTAIN DEFINITIONS

     Certain terms in Article One of the senior debt indenture are summarized as
follows:

     "Consolidated Funded Indebtedness" means the aggregate of all outstanding
Funded Indebtedness of Williams and its consolidated Subsidiaries determined on
a consolidated basis in accordance with generally accepted accounting
principles.

     "Consolidated Net Tangible Assets" means the total assets appearing on a
consolidated balance sheet of Williams and its consolidated subsidiaries less,
in general:

     - intangible assets;

     - current and accrued liabilities (other than Consolidated Funded
       Indebtedness and capitalized rentals or leases), deferred credits,
       deferred gains, and deferred income;

     - reserves;

     - advances to finance oil or natural gas exploration and development to the
       extent that the indebtedness related thereto is excluded from Funded
       Indebtedness;

     - an amount equal to the amount excluded from Funded Indebtedness
       representing "production payment" financing of oil or natural gas
       exploration and development; and

     - minority stockholder interests.

     "Funded Indebtedness" means any indebtedness which matures more than one
year after the date the amount of Funded Indebtedness is being determined, less
any such indebtedness as will be retired by any deposit or payment required to
be made within one year from such date under any prepayment provision, sinking
fund, purchase fund, or otherwise. Funded Indebtedness does not, however,
include indebtedness of Williams or any of its subsidiaries incurred to finance
outstanding advances to others to finance oil or natural gas exploration and
development, to the extent that the latter are not in default in their
obligations to Williams or such subsidiary. Funded Indebtedness also does not
include indebtedness of Williams or any of its subsidiaries incurred to finance
oil or natural gas exploration and development through what is commonly referred
to as a "production payment" to the extent that Williams or any of its
subsidiaries have not guaranteed the repayment of the production payment.

                                        5
<PAGE>   8

     You should note that the term "subsidiary," as used in this section
describing the debt securities, refers only to a corporation in which Williams,
or another subsidiary or subsidiaries of Williams, owns at least a majority of
the outstanding securities which have voting power.

GENERAL TERMS OF THE DEBT SECURITIES

     Neither of the indentures limits the amount of debt securities, debentures,
notes, or other evidences of indebtedness that Williams or any of its
subsidiaries may issue. The debt securities will be unsecured senior or
subordinated obligations of Williams. Williams' subsidiaries own all of the
operating assets of Williams and its subsidiaries. Therefore, Williams' rights
and the rights of Williams' creditors, including holders of debt securities, to
participate in the assets of any subsidiary upon the subsidiary's liquidation or
recapitalization will be subject to the prior claims of the subsidiary's
creditors, except to the extent that Williams may itself be a creditor with
recognized claims against the subsidiary. The ability of Williams to pay
principal of and interest on the debt securities is, to a large extent,
dependent upon dividends or other payments from its subsidiaries.

     The indentures provide that Williams may issue debt securities from time to
time in one or more series and that Williams may denominate the debt securities
and make them payable in foreign currencies. The relevant prospectus supplement
will describe special United States federal income tax considerations applicable
to any debt securities denominated and payable in a foreign currency.

TERMS YOU WILL FIND IN THE PROSPECTUS SUPPLEMENT

     The prospectus supplement will provide information relating to the debt
securities and the following terms of the debt securities, to the extent such
terms are applicable to the debt securities described in a particular prospectus
supplement:

     - classification as senior or subordinated debt securities;

     - ranking of the specific series of debt securities relative to other
       outstanding indebtedness, including subsidiaries' debt;

     - if the debt securities are subordinated, the aggregate amount of
       outstanding indebtedness, as of a recent date, that is senior to the
       subordinated securities, and any limitation on the issuance of additional
       senior indebtedness;

     - the specific designation, aggregate principal amount, purchase price, and
       denomination of such debt securities;

     - currency or units based on or relating to currencies in which such debt
       securities are denominated and/or in which principal, premium, if any,
       and/or any interest will or may be payable;

     - maturity date;

     - interest rate or rates, if any, or the method by which the rate will be
       determined;

     - the dates on which any interest will be payable;

     - the place or places where the principal of and interest, if any, on the
       debt securities will be payable;

     - any redemption or sinking fund provisions;

     - whether the debt securities will be issuable in registered or bearer form
       or both and, if debt securities in bearer form are issuable, restrictions
       applicable to the exchange of one form for another and to the offer,
       sale, and delivery of debt securities in bearer form;

     - any applicable United States federal income tax consequences, including
       whether and under what circumstances Williams will pay additional amounts
       on debt securities held by a person who is not a U.S. person, as defined
       in the prospectus supplement, in respect of any tax, assessment, or

                                        6
<PAGE>   9

       governmental charge withheld or deducted, and if so, whether Williams
       will have the option to redeem such debt securities rather than pay such
       additional amounts; and

     - any other specific terms of the debt securities, including any additional
       events of default or covenants with respect to such debt securities.

     Holders of debt securities may present debt securities for exchange in the
manner, at the places, and subject to the restrictions set forth in the debt
securities and the prospectus supplement. Holders of registered debt securities
may present debt securities for transfer in the manner, at the places, and
subject to the restrictions set forth in the debt securities and the prospectus
supplement. Williams will provide these services without charge, other than any
tax or other governmental charge payable in connection therewith, but subject to
the limitations provided in the applicable indenture. Debt securities in bearer
form and the coupons, if any, appertaining thereto will be transferable by
delivery.

INTEREST RATE

     Debt securities that bear interest will do so at a fixed rate or a floating
rate. Williams will sell, at a discount below the stated principal amount, any
debt securities which bear no interest or which bear interest at a rate that at
the time of issuance is below the prevailing market rate.

     The relevant prospectus supplement will describe the special United States
federal income tax considerations applicable to:

     - any discounted debt securities; or

     - certain debt securities issued at par which are treated as having been
       issued at a discount for United States federal income tax purposes.

REGISTERED GLOBAL SECURITIES

     Williams may issue registered debt securities of a series in the form of
one or more fully registered global securities. Williams will deposit the
registered global security with a depositary or with a nominee for a depositary
identified in the prospectus supplement relating to such series. Williams will
then issue one or more registered global securities in a denomination or
aggregate denominations equal to the portion of the aggregate principal amount
of outstanding registered debt securities of the series to be represented by the
registered global security or securities. Unless and until it is exchanged in
whole or in part for debt securities in definitive registered form, a registered
global security may not be transferred, except as a whole in three cases:

     - by the depositary for the registered global security to a nominee of the
       depositary;

     - by a nominee of the depositary to the depositary or another nominee of
       the depositary; or

     - by the depositary or any nominee to a successor of the depositary or a
       nominee of the successor.

     The prospectus supplement relating to a series of debt securities will
describe the specific terms of the depositary arrangement concerning any portion
of the debt securities to be represented by a registered global security.
Williams anticipates that the following provisions will apply to all depositary
arrangements.

     Upon the issuance of a registered global security, the depositary for the
registered global security will credit, on its book-entry registration and
transfer system, the principal amounts of the debt securities represented by the
registered global security to the accounts of persons that have accounts with
the depositary. These persons are referred to as "participants." Any
underwriters or agents participating in the distribution of debt securities
represented by the registered global security will designate the accounts to be
credited. Only participants or persons that hold interests through participants
will be able to beneficially own interests in a registered global security. The
depositary for a global security will maintain records of beneficial ownership
interests in a registered global security for participants. Participants or
persons that hold through participants will maintain records of beneficial
ownership interests in a global security for
                                        7
<PAGE>   10

persons other than participants. These records will be the only means to
transfer beneficial ownership in a registered global security.

     So long as the depositary for a registered global security, or its nominee,
is the registered owner of a registered global security, the depositary or its
nominee will be considered the sole owner or holder of the debt securities
represented by the registered global security for all purposes under the
applicable indenture. Except as set forth below, owners of beneficial interests
in a registered global security:

     - may not have the debt securities represented by a registered global
       security registered in their names;

     - will not receive or be entitled to receive physical delivery of debt
       securities represented by a registered global security in definitive
       form; and

     - will not be considered the owners or holders of debt securities
       represented by a registered global security under the applicable
       indenture.

PAYMENT OF INTEREST ON AND PRINCIPAL OF REGISTERED GLOBAL SECURITIES

     Williams will make principal, premium, if any, and interest payments on
debt securities represented by a registered global security registered in the
name of a depositary or its nominee to the depositary or its nominee as the
registered owner of the registered global security. None of Williams, the
trustee, or any paying agent for debt securities represented by a registered
global security will have any responsibility or liability for:

     - any aspect of the records relating to, or payments made on account of,
       beneficial ownership interests in such registered global security; or

     - maintaining, supervising, or reviewing any records relating to beneficial
       ownership interests.

     Williams expects that the depositary, upon receipt of any payment of
principal, premium or interest, will immediately credit participants' accounts
with payments in amounts proportionate to their beneficial interests in the
principal amount of a registered global security as shown on the depositary's
records. Williams also expects that payments by participants to owners of
beneficial interests in a registered global security held through participants
will be governed by standing instructions and customary practices. This is
currently the case with the securities held for the accounts of customers
registered in "street name." Williams also expects that this payout will be the
responsibility of participants.

EXCHANGE OF REGISTERED GLOBAL SECURITIES

     Williams will issue debt securities in definitive form in exchange for the
registered global security if:

     - the depositary for any debt securities represented by a registered global
       security is at any time unwilling or unable to continue as depositary;
       and

     - Williams does not appoint a successor depositary within ninety days.

     In addition, Williams may, at any time, determine not to have any of the
debt securities of a series represented by one or more registered global
securities. In this event, Williams will issue debt securities of a series in
definitive form in exchange for all of the registered global security or
securities representing these debt securities.

SENIOR DEBT

     Williams will issue under the senior debt indenture the debt securities and
any coupons that will constitute part of the senior debt of Williams. These
senior debt securities will rank equally and ratably with all other unsecured
and unsubordinated debt of Williams.

                                        8
<PAGE>   11

SUBORDINATED DEBT

     Williams will issue under the subordinated debt indenture the debt
securities and any coupons that will constitute part of the subordinated debt of
Williams. These subordinated debt securities will be subordinate and junior in
right of payment, to the extent and in the manner set forth in the subordinated
debt indenture, to all "senior indebtedness" of Williams. The subordinated debt
indenture defines "senior indebtedness" as obligations of, or guaranteed or
assumed by, Williams for borrowed money or evidenced by bonds, debentures,
notes, or other similar instruments, and amendments, renewals, extensions,
modifications, and refundings of any such indebtedness or obligation. "Senior
indebtedness" does not include nonrecourse obligations, the subordinated debt
securities, or any other obligations specifically designated as being
subordinate in right of payment to senior indebtedness. See subordinated debt
indenture, section 1.1.

     In general, the holders of all senior indebtedness are entitled to receive
payment of the full amount unpaid on senior indebtedness before the holders of
any of the subordinated debt securities or coupons are entitled to receive a
payment on account of the principal or interest on the indebtedness evidenced by
the subordinated debt securities in certain events. These events include:

     - any insolvency or bankruptcy proceedings, or any receivership,
       liquidation, reorganization, or other similar proceedings which concern
       Williams or a substantial part of its property;

     - a default having occurred for the payment of principal, premium, if any,
       or interest on or other monetary amounts due and payable on any senior
       indebtedness or any other default having occurred concerning any senior
       indebtedness, which permits the holder or holders of any senior
       indebtedness to accelerate the maturity of any senior indebtedness with
       notice or lapse of time, or both. This type of an event of default must
       have continued beyond the period of grace, if any, provided for this type
       of an event of default under the senior indebtedness, and this type of an
       event of default shall not have been cured or waived or shall not have
       ceased to exist; or

     - the principal of, and accrued interest on, any series of the subordinated
       debt securities having been declared due and payable upon an event of
       default contained in the subordinated debt indenture. This declaration
       must not have been rescinded and annulled as provided in the subordinated
       debt indenture.

     If this prospectus is being delivered in connection with a series of
subordinated debt securities, the accompanying prospectus supplement or the
information incorporated in this prospectus by reference will set forth the
approximate amount of senior indebtedness outstanding as of the end of the most
recent fiscal quarter.

CERTAIN COVENANTS OF WILLIAMS

     Liens. The senior debt indenture refers to any instrument securing
indebtedness, such as a mortgage, pledge, lien, security interest, or
encumbrance on any property of Williams, as a "mortgage." The senior debt
indenture further provides that, subject to certain exceptions, Williams will
not, nor will it permit any subsidiary to, issue, assume, or guarantee any
indebtedness secured by a mortgage unless Williams provides equal and
proportionate security for the senior debt securities Williams issues under the
senior debt indenture. Among these exceptions are:

     - certain purchase money mortgages;

     - certain preexisting mortgages on any property acquired or constructed by
       Williams or a subsidiary;

     - certain mortgages created within one year after completion of such
       acquisition or construction;

     - certain mortgages created on any contract for the sale of products or
       services related to the operation or use of any property acquired or
       constructed within one year after completion of such acquisition or
       construction;

                                        9
<PAGE>   12

     - mortgages on property of a subsidiary existing at the time it became a
       subsidiary of Williams; and

     - mortgages, other than as specifically excepted, in an aggregate amount
       which, at the time of, and after giving effect to, the incurrence does
       not exceed five percent of Consolidated Net Tangible Assets. See the
       senior debt indenture, section 3.6.

     Consolidation, Merger, Conveyance of Assets. Each indenture provides, in
general, that Williams will not consolidate with or merge into any other entity
or convey, transfer, or lease its properties and assets substantially as an
entirety to any person unless:

     - the corporation, limited liability company, limited partnership, joint
       stock company, or trust formed by such consolidation or into which
       Williams is merged or the person which acquires such assets expressly
       assumes Williams' obligations under the applicable indenture and the debt
       securities issued under this indenture; and

     - immediately after giving effect to such transaction, no event of default,
       and no event which, after notice or lapse of time or both, would become
       an event of default, shall have happened and be continuing. See section
       9.1 of the indentures.

     Event Risk. Except for the limitations on liens described above, neither
indenture nor the debt securities contains any covenants or other provisions
designed to afford holders of the debt securities protection in the event of a
highly leveraged transaction involving Williams.

EVENT OF DEFAULT

     In general, each indenture defines an event of default with respect to debt
securities of any series issued under the indenture as being:

          (a) default in payment of any principal of the debt securities of such
     series, either at maturity, upon any redemption, by declaration, or
     otherwise;

          (b) default for 30 days in payment of any interest on any debt
     securities of such series unless otherwise provided;

          (c) default for 90 days after written notice in the observance or
     performance of any covenant or warranty in the debt securities of that
     series or that Indenture other than:

             - default in or breach of a covenant which is dealt with otherwise
               below, or

             - if certain conditions are met, if the events of default described
               in this clause (c) are the result of changes in generally
               accepted accounting principles; or

          (d) certain events of bankruptcy, insolvency, or reorganization of
     Williams. See section 5.1 of the indentures.

     In general, each indenture provides that if an event of default described
in clauses (a), (b), or (c) above occurs and does not affect all series of debt
securities then outstanding, the trustee or the holders of debt securities of
the relevant series may then declare the following amounts to be due and payable
immediately:

     - the entire principal of all debt securities of each series affected by
       the event of default; and

     - the interest accrued on such principal.

     Such a declaration by the holders requires the approval of at least 25
percent in principal amount of the debt securities of each series issued under
the applicable indenture and then outstanding, treated as one class, which are
affected by the event of default.

                                       10
<PAGE>   13

     Each indenture also generally provides that if a default described in
clause (c) above which is applicable to all series of debt securities then
outstanding or certain events of bankruptcy, insolvency, and reorganization of
Williams occur and are continuing, the trustee or the holders of debt securities
may declare the entire principal of all such debt securities and interest
accrued thereon to be due and payable immediately. This declaration by the
holders requires the approval of at least 25 percent in principal amount of all
debt securities issued under the applicable indenture and then outstanding,
treated as one class. Upon certain conditions, the holders of a majority in
aggregate principal amount of the debt securities of all such affected series
then outstanding may annul such declarations and waive the past defaults.
However, the majority holders may not annul or waive a continuing default in
payment of principal of, premium, if any, or interest on such debt securities.
See sections 5.1 and 5.10 of the indentures.

     Each indenture provides that the holders of debt securities issued under
that indenture, treated as one class, will indemnify the trustee before the
trustee exercises any of its rights or powers under the indenture. This
indemnification is subject to the trustee's duty to act with the required
standard of care during a default. See section 6.2 of the indentures. The
holders of a majority in aggregate principal amount of the outstanding debt
securities of each series affected, treated as one class, issued under the
applicable indenture may direct the time, method, and place of:

     - conducting any proceeding for any remedy available to the trustee; or

     - exercising any trust or power conferred on the trustee.

This right of the holders of debt securities is, however, subject to the
provisions in each indenture providing for the indemnification of the trustee
and other specified limitations. See section 5.9 of the indentures.

     In general, each indenture provides that holders of debt securities issued
under that indenture may only institute an action against Williams under the
indenture if the following four conditions are fulfilled:

     - the holder previously has given to the trustee written notice of default
       and the default continues;

     - the holders of at least 25 percent in principal amount of the debt
       securities of each affected series (treated as one class) issued under
       the applicable indenture and then outstanding have requested the trustee
       to institute such action and have offered the trustee reasonable
       indemnity;

     - the trustee has not instituted such action within 60 days of receipt of
       such request; and

     - the trustee has not received direction inconsistent with such written
       request by the holders of a majority in principal amount of the debt
       securities of each affected series (treated as one class) issued under
       the applicable indenture and then outstanding. See sections 5.6, 5.7, and
       5.9 of the indentures.

     The above four conditions do not apply to actions by holders of the debt
securities under the applicable indenture against Williams for payment of
principal or interest on or after the due date provided. Each indenture contains
a covenant that Williams will file annually with the trustee a certificate of no
default or a certificate specifying any default that exists. See section 3.5 of
the indentures.

DISCHARGE, DEFEASANCE, AND COVENANT DEFEASANCE

     Williams can discharge or defease its obligations under each indenture as
set forth below. See section 10.1 of the indentures.

                                       11
<PAGE>   14

     Under terms satisfactory to the trustee, Williams may discharge certain
obligations to holders of any series of debt securities issued under the
applicable indenture which have not already been delivered to the trustee for
cancellation. These debt securities must also:

     - have become due and payable;

     - be due and payable by their terms within one year; or

     - be scheduled for redemption by their terms within one year.

     Williams may redeem any series of debt securities by irrevocably depositing
an amount certified to be sufficient to pay, at maturity or upon redemption, the
principal of and interest on such debt securities. Williams may make such
deposit in cash or, in the case of debt securities payable only in U.S. dollars,
U.S. Government Obligations, as defined in the applicable indenture.

     Williams may also, upon satisfaction of the conditions listed below,
discharge certain obligations to holders of any series of debt securities issued
under such indenture at any time ("Defeasance"). Under terms satisfactory to the
trustee, Williams may be released with respect to any outstanding series of debt
securities issued under the relevant indenture from the obligations imposed by
sections 3.6 and 9.1, in the case of the senior debt indenture, and section 9.1,
in the case of the subordinated debt indenture. These sections contain the
covenants described above limiting liens and consolidations, mergers and
conveyances of assets. Also under terms satisfactory to the trustee, Williams
may omit to comply with these sections without creating an event of default
("Covenant Defeasance"). Defeasance or Covenant Defeasance may be effected only
if, among other things:

     - Williams irrevocably deposits with the trustee cash or, in the case of
       debt securities payable only in U.S. dollars, U.S. Government obligations
       as trust funds in an amount certified to be sufficient to pay at maturity
       or upon redemption the principal of and interest on all outstanding debt
       securities of the series issued under the applicable indenture;

     - Williams delivers to the trustee an opinion of counsel to the effect that
       the holders of the series of debt securities will not recognize income,
       gain, or loss for United States federal income tax purposes as a result
       of such Defeasance or Covenant Defeasance. Such opinion must further
       state that these holders will be subject to United States federal income
       tax on the same amounts, in the same manner and at the same times as
       would have been the case if Defeasance or Covenant Defeasance had not
       occurred. In the case of a Defeasance, this opinion must be based on a
       ruling of the Internal Revenue Service or a change in United States
       federal income tax law occurring after the date of the applicable
       indenture, since this result would not occur under current tax law;

     - in the case of the subordinated debt indenture, no event or condition
       shall exist that, pursuant to certain provisions described under
       "-- Subordinated Debt" above, would prevent Williams from making payments
       of principal of or interest on the subordinated debt securities at the
       date of the irrevocable deposit referred to above or at any time during
       the period ending on the 91st day after the deposit date; and

     - in the case of the subordinated indenture, Williams delivers to the
       trustee for the subordinated debt indenture an opinion of counsel to the
       effect that:

         (1) the trust funds will not be subject to any rights of holders of
      senior indebtedness; and

         (2) after the 91st day following the deposit, the trust funds will not
      be subject to the effect of any applicable bankruptcy, insolvency,
      reorganization, or similar laws affecting creditors' rights generally.

                                       12
<PAGE>   15

     If a court were to rule under any such law in any case or proceeding that
the trust funds remained property of Williams, counsel must give its opinion
only with respect to:

          (1) the trustee's valid and perfected security interest in these trust
     funds;

          (2) adequate protection of holders of the subordinated debt securities
     interests in these funds; and

          (3) no prior rights of holders of senior debt securities in property
     or interests granted to the trustee or holders of the subordinated debt
     securities in exchange for or with respect to these trust funds.

MODIFICATION OF THE INDENTURES

     Each indenture provides that Williams and the trustee may enter into
supplemental indentures, which conform to the provisions of the Trust Indenture
Act of 1939, without the consent of the holders to, in general:

     - secure any debt securities;

     - evidence the assumption by a successor person of the obligations of
       Williams;

     - add further covenants for the protection of the holders;

     - cure any ambiguity or correct any inconsistency in that indenture, so
       long as the action will not adversely affect the interests of the
       holders;

     - establish the form or terms of debt securities of any series; and

     - evidence the acceptance of appointment by a successor trustee. See
       section 8.1 of the indentures.

     Each indenture also permits Williams and the trustee to:

     - add any provisions to that indenture;

     - change in any manner that indenture;

     - eliminate any of the provisions of that indenture; and

     - modify in any way the rights of the holders of debt securities of each
       series affected.

     All of the above actions require the consent of the holders of at least a
majority in principal amount of debt securities of each series issued under that
indenture then outstanding and affected. These holders will vote as one class to
approve such changes.

     Such changes must, however, conform to the Trust Indenture Act of 1939 and
Williams and the trustee may not, without the consent of each holder of
outstanding debt securities affected thereby:

     - extend the final maturity of the principal of any debt securities;

     - reduce the principal amount of any debt securities;

     - reduce the rate or extend the time of payment of interest on any debt
       securities;

     - reduce any amount payable on redemption of any debt securities;

     - change the currency in which the principal, including any amount in
       respect of original issue discount, or interest on any debt securities is
       payable;

     - reduce the amount of any original issue discount security payable upon
       acceleration or provable in bankruptcy;

     - alter certain provisions of the indenture relating to debt securities not
       denominated in U.S. dollars or for which conversion to another currency
       is required to satisfy the judgment of any court;
                                       13
<PAGE>   16

     - impair the right to institute suit for the enforcement of any payment on
       any debt securities when due; or

     - reduce the percentage in principal amount of debt securities of any
       series issued under the applicable indenture, the consent of the holders
       of which is required for any such modification. See section 8.2 of the
       indentures.

     The subordinated debt indenture may not be amended to alter the
subordination of any outstanding subordinated debt securities without the
consent of each holder of senior indebtedness then outstanding that would be
adversely affected by such an amendment. See the subordinated debt indenture,
section 8.6.

CONVERSION RIGHTS

     The prospectus supplement will provide if a series of securities is
convertible into our common stock and the initial conversion price per share at
which the securities may be converted.

     If we have not redeemed a convertible security, the holder of the
convertible security may convert the security, or any portion of the principal
amount in integral multiples of $1,000, at the conversion price in effect at the
time of conversion, into shares of Williams' common stock. Conversion rights
expire at the close of business on the date specified in the prospectus
supplement for a series of convertible securities. Conversion rights expire at
the close of business on the redemption date in the case of any convertible
securities that we call for redemption.

     In order to exercise the conversion privilege, the holder of the
convertible security must surrender to us, at any office or agency maintained
for that purpose, the security with a written notice of the election to convert
the security, and, if the holder is converting less than the entire principal
amount of the security, the amount of security to be converted. In addition, if
the convertible security is converted during the period between a record date
for the payment of interest and the related interest payment date, the person
entitled to convert the security must pay us an amount equal to the interest
payable on the principal amount being converted.

     We will not pay any interest on converted securities on any interest
payment date after the date of conversion expect for those securities
surrendered during the period between a record date for the payment of interest
and the related interest payment date.

     Convertible securities shall be deemed to have been converted immediately
prior to the close of business on the day of surrender of the security. We will
not issue any fractional shares of stock upon conversion, but we will make an
adjustment in cash based on the market price at the close of business on the
date of conversion.

     The conversion price will be subject to adjustment in the event of:

     - payment of stock dividends or other distributions on our common stock;

     - issuance of rights or warrants to all our stockholders entitling them to
       subscribe for or purchase our stock at a price less than the market price
       of our common stock;

     - the subdivision of our common stock into a greater or lesser number of
       shares of stock;

     - the distribution to all stockholders of evidences of our indebtedness or
       assets, excluding stock dividends or other distributions and rights or
       warrants; or

     - the reclassification of our common stock into other securities.

We may also decrease the conversion price as we consider necessary so that any
event treated for Federal income tax purposes as a dividend of stock or stock
rights will not be taxable to the holders of our common stock.

                                       14
<PAGE>   17

     We will pay any and all transfer taxes that may be payable in respect of
the issue or delivery of shares of common stock on conversion of the securities.
We are not required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares in a name other than that
of the holder of the security to be converted and no issue and delivery shall be
made unless and until the person requesting the issue has paid the amount of any
such tax or established to our satisfaction that such tax has been paid.

     After the occurrence of:

     - consolidation with or merger of Williams into any other corporation,

     - any merger of another corporation into Williams, or

     - any sale or transfer of substantially all of the assets of Williams,

which results in any reclassification, change or conversion of our common stock,
the holders of any convertible securities will be entitled to receive on
conversion the kind and amount of shares of common stock or other securities,
cash or other property receivable upon such event by a holder of our common
stock immediately prior to the occurrence of the event.

CONCERNING THE TRUSTEE

     The trustee is one of a number of banks with which Williams and its
subsidiaries maintain ordinary banking relationships and with which Williams and
its subsidiaries maintain credit facilities.

               LIMITATIONS ON ISSUANCE OF BEARER DEBT SECURITIES

     Debt securities in bearer form are subject to special U.S. tax requirements
and may not be offered, sold, or delivered within the United States or its
possessions or to a U.S. person, except in certain transactions permitted by
U.S. tax regulations. Investors should consult the prospectus supplement in the
event that bearer debt securities are issued for special procedures and
restrictions that will apply to such an offering.

                         DESCRIPTION OF PREFERRED STOCK

     Under the Williams' certificate of incorporation, as amended, Williams is
authorized to issue up to 30,000,000 shares of preferred stock, par value $1.00
per share, in one or more series. At March 31, 2000, no shares of preferred
stock were outstanding. The following description of preferred stock sets forth
certain general terms and provisions of the series of preferred stock to which
any prospectus supplement may relate. The prospectus supplement relating to a
particular series of preferred stock will describe certain other terms of such
series of preferred stock. If so indicated in the prospectus supplement relating
to a particular series of preferred stock, the terms of any such series of
preferred stock may differ from the terms set forth below. The description of
preferred stock set forth below and the description of the terms of a particular
series of preferred stock set forth in the related prospectus supplement are not
complete and are qualified in their entirety by reference to the certificate of
incorporation and to the certificate of designation relating to that series of
preferred stock.

     The rights of the holders of each series of preferred stock will be
subordinate to those of Williams' general creditors.

GENERAL TERMS OF THE PREFERRED STOCK

     The certificate of incorporation will set forth the designations,
preferences, and relative, participating, optional and other special rights, and
the qualifications, limitations, and restrictions of the preferred stock of each
series. To the extent the certificate of incorporation does not set forth the
rights and limitations,

                                       15
<PAGE>   18

they shall be fixed by the certificate of designation relating to the series. A
prospectus supplement, relating to each series, shall specify the terms of the
preferred stock as follows:

     - the distinctive designation of the series and the number of shares which
       shall constitute the series;

     - the rate of dividends, if any, payable on shares of the series, the date,
       if any, from which the dividends shall accrue, the conditions upon which
       and the date when the dividends shall be payable, and whether the
       dividends shall be cumulative or noncumulative;

     - the amounts which the holders of the preferred stock of the series shall
       be entitled to be paid in the event of a voluntary or involuntary
       liquidation, dissolution, or winding up of Williams; and

     - whether or not the preferred stock of the series shall be redeemable and
       at what times and under what conditions and the amount or amounts payable
       thereon in the event of redemption.

     The prospectus supplement may, in a manner not inconsistent with the
provisions of the certificate of incorporation:

     - limit the number of shares of the series that may be issued;

     - provide for a sinking fund for the purchase or redemption or a purchase
       fund for the purchase of shares of the series, set forth the terms and
       provisions governing the operation of any fund, and establish the status
       as to reissue of shares of preferred stock purchased or otherwise
       reacquired or redeemed or retired through the operation of the sinking or
       purchase fund;

     - grant voting rights to the holder of shares of the series, in addition to
       and not inconsistent with those granted by the certificate of
       incorporation to the holders of preferred stock;

     - impose conditions or restrictions upon the creation of indebtedness of
       Williams or upon the issue of additional preferred stock or other capital
       stock ranking equally with or prior to the preferred stock or capital
       stock as to dividends or distribution of assets on liquidation;

     - impose conditions or restrictions upon the payment of dividends upon, the
       making of other distributions to, or the acquisition of junior stock;

     - grant to the holders of the preferred stock of the series the right to
       convert the preferred stock into shares of another series or class of
       capital stock; and

     - grant other special rights to the holders of shares of the series as the
       board of directors may determine and as shall not be inconsistent with
       the provisions of the certificate of incorporation.

DIVIDENDS

     Holders of the preferred stock of any series shall be entitled to receive,
when and as declared by the board of directors, preferential dividends in cash
at the rate per annum, if any, fixed for the series. Their entitlement will be
subject to any limitations specified in the certificate of designation providing
for the issuance of a particular series of preferred stock. The certificate of
designation providing for the issuance of preferred stock of the series may
specify the date on which the preferential dividends are payable. The
preferential dividends shall further be payable to stockholders of record on a
date which precedes each dividend payment date which the board of directors has
fixed in advance of each particular dividend.

     Each share of preferred stock shall rank on a parity with each other share
of preferred stock, irrespective of series, with respect to preferential
dividends accrued on the shares of the series. Williams will not declare or pay
any dividend nor will it set apart a dividend for payment for the preferred
stock of any series unless at the same time Williams declares, pays, or sets
apart a dividend in like proportion to the dividends accrued upon the preferred
stock of each other series. This does not, however, prevent Williams from
authorizing or issuing one or more series of preferred stock bearing dividends
subject to contingencies as to the existence or amount of earnings of Williams
during one or more fiscal periods, or as to other events, to which dividends on
other series of preferred stock are not subject.

                                       16
<PAGE>   19

     So long as any shares of preferred stock remain outstanding, Williams will
not, unless all dividends accrued on outstanding shares of preferred stock for
all past dividend periods shall have been paid, or declared and a sum sufficient
for the payment of the dividends set apart:

     - pay or declare any dividends whatsoever, whether in cash, stock, or
       otherwise;

     - make any distribution on any class of junior stock;

     - purchase, retire, or otherwise acquire for valuable consideration any
       shares of preferred stock (subject to certain limitations) or junior
       stock.

     The ability of Williams, as a holding company, to pay dividends on the
preferred stock will depend upon the payment of dividends, interest, or other
charges by subsidiaries to it. Debt instruments of certain subsidiaries of
Williams limit the amount of payments to Williams, which could affect the amount
of funds available to Williams to pay dividends on the preferred stock.

     Bank One Trust Company, National Association, is the registrar, transfer
agent, and dividend disbursing agent for the shares of the preferred stock.

REDEMPTION

     With the approval of its board of directors, Williams may redeem all or any
part of the preferred stock of any series that by its terms is redeemable.
Redemption will take place at the time or times and on the terms and conditions
fixed for the series. Williams must duly give notice in the manner provided in
the certificate of designation providing for this series. Williams must pay for
preferred stock in cash the sum fixed for this series, together, in each case,
with an amount equal to accrued and unpaid dividends on the series of preferred
stock. The certificate of designation providing for a series of preferred stock
which is subject to redemption may provide, upon the two conditions discussed
below, that the shares will no longer be deemed outstanding, and all rights with
respect to the shares will cease, including the accrual of further dividends,
other than the right to receive the redemption price of the shares without
interest, when:

     - Williams has given notice of redemption of all or part of the shares of
       the series; and

     - Williams has set aside or deposited with a suitable depositary for the
       proportionate benefit of the shares called for redemption the redemption
       price of these shares, together with accrued dividends to the date fixed
       as the redemption date.

     Redemption will terminate the right of holders of the preferred stock to
accrual of further dividends. Redemption will not, however, terminate the right
of holders of the shares redeemed to receive the redemption price for these
shares without interest.

VOTING RIGHTS

     The preferred stock will have no right or power to vote on any question or
in any proceeding or to be represented at or to receive notice of any meeting of
stockholders, except as:

     - stated in this prospectus;

     - expressly provided by law; or

     - provided in the certificate of designation of the series of preferred
       stock.

     On any matters on which the holders of the preferred stock or any series
thereof shall be entitled to vote separately as a class or series, they shall be
entitled to one vote for each share held.

     So long as any shares of preferred stock are outstanding, Williams must
not, during the continuance of any default in the payment of dividends on the
preferred stock, redeem or otherwise acquire for value any shares of the
preferred stock or of any other stock ranking on a parity with the preferred
stock concerning dividends or distribution of assets on liquidation. Holders of
a majority of the number of shares
                                       17
<PAGE>   20

of preferred stock outstanding at the time may, however, permit such a
redemption by giving their consent in person or by proxy, either in writing or
by vote at any annual meeting or any special meeting called for the purpose.

LIQUIDATION RIGHTS

     In the event of any liquidation, dissolution, or winding up of the affairs
of Williams, voluntary or involuntary, the holders of the preferred stock of the
respective series are entitled to be paid in full the following amounts:

     - the amount fixed in the certificate of designation providing for the
       issue of shares of the series; plus

     - a sum equal to all accrued and unpaid dividends on the shares of
       preferred stock to the date of payment of the dividends.

     Williams must have made this payment in full to the holders of the
preferred stock before it may make any distribution or payment to the holders of
any class of stock of Williams ranking junior to the preferred stock as to
dividends or distribution of assets on liquidation. After Williams has made this
payment in full to the holders of the preferred stock, the remaining assets and
funds of Williams will be distributed among the holders of the stock of Williams
ranking junior to the preferred stock according to their rights. If the assets
of Williams available for distribution to holders of preferred stock are
sufficient to make the payment required to be made in full, these assets will be
distributed to the holders of shares of preferred stock proportionately to the
amounts payable upon each share of preferred stock.

PREFERRED STOCK PURCHASE RIGHTS

     On February 6, 1996, Williams entered into a rights agreement with The
First Chicago Trust Company of New York, as rights agent, which currently
provides for a dividend of one-third preferred stock purchase right for each
outstanding share of Williams' common stock. The rights trade automatically with
shares of common stock and become exercisable only under the circumstances
described below. The rights are designed to protect the interests of Williams
and its stockholders against coercive takeover tactics. The purpose of the
rights is to encourage potential acquirers to negotiate with the board of
directors of Williams prior to attempting a takeover and to provide the board
with leverage in negotiating on behalf of all stockholders the terms of any
proposed takeover. The rights may have anti-takeover effects. The rights should
not, however, interfere with any merger or other business combination approved
by the board of directors of Williams.

     Until a right is exercised, the right does not entitle the holder to
additional rights as a Williams' stockholder, including, without limitation, the
right to vote or to receive dividends. Upon becoming exercisable, each right
entitles its holder to purchase from Williams one two-hundredth of a share of
Series A Junior Participating Preferred Stock at an exercise or purchase price
of $140.00 per right, subject to adjustment. Each one two-hundredth of a share
of Series A Junior Participating Preferred Stock entitles the holder to receive
quarterly dividends payable in cash of an amount per share equal to:

     - the greater of (a) $120, or (b) 1200 times the aggregate per share amount
       of all cash dividends; plus

     - 1200 times the aggregate per share amount payable in kind of all non-cash
       dividends or other distributions other than dividends payable in common
       stock, since the immediately preceding quarterly dividend payment date.

The dividends on the Junior Participating Preferred Stock are cumulative.
Holders of Junior Participating Preferred Stock have voting rights entitling
them to 1200 votes per share on all matters submitted to a vote of the
stockholders of Williams.

     In general, the rights will not be exercisable until the distribution date,
which is the earlier of (a) the close of business on the 10th business day after
Williams learns that a person or group has acquired, or
                                       18
<PAGE>   21

obtained the right to acquire, beneficial ownership of 15% or more of our
outstanding common stock, (b) the close of business on the 10th business day
after the commencement of a tender or exchange offer for 15% or more of
Williams' outstanding common stock, or (c) the close of business on the 10th
business day after the board of directors of Williams determines that any
adverse person or group has become the beneficial owner of an amount of common
stock which the board of directors determines to be substantial. Below we refer
to the person or group acquiring at least 15% of our common stock as an
acquiring person.

     In the event that a person or group acquires beneficial ownership of 15% or
more of Williams' outstanding common stock or the board of directors of Williams
determines that any adverse person or group has become the beneficial owner of a
substantial amount of common stock, each holder of a right will have the right
to exercise and receive common stock having a value equal to two times the
exercise price of the right. The exercise price is the purchase price times the
number of shares of common stock associated with each right. Any rights that are
at any time beneficially owned by an acquiring person will be null and void and
any holder of such right will be unable to exercise or transfer the right.

     In the event that someone becomes an acquiring person and either (a)
Williams is involved in a merger or other business combination in which Williams
is not the surviving corporation, (b) Williams is involved in a merger or other
business combination in which Williams is the surviving corporation but all or a
part of its common stock is changed or exchanged, or (c) 50% or more of
Williams' assets, cash flow or earning power is sold or transferred, each right
becomes exercisable and each right will entitle its holder to receive common
stock of the acquiring person having a value equal to two times the exercise
price of the right.

     The rights will expire at the close of business on February 6, 2006, unless
redeemed before that time. At any time prior to the earlier of (a) 10 days
following the stock acquisition date, as defined in the rights agreement, and
(b) the expiration date, the board of directors of Williams may redeem the
rights in whole, but not in part, at a price of $.01 per right. Prior to the
distribution date, Williams may amend the rights agreement in any respect
without the approval of the rights holders. However, after the distribution
date, the rights agreement may not be amended in any way that would adversely
affect the holders of rights (other than any acquiring person or group) or cause
the rights to again become redeemable. The Junior Participating Preferred Stock
ranks junior to all other series of Williams' preferred stock as to the payment
of dividends and the distribution of assets unless the terms of the series
specify otherwise.

     You should refer to the applicable provisions of the rights agreement,
which is incorporated by reference as Exhibit 4 to Form 8-K filed January 24,
1996.

                          DESCRIPTION OF COMMON STOCK

     Williams does not intend to directly issue common stock under this
prospectus. Williams may issue debt securities or preferred stock pursuant to
this prospectus that are convertible into Williams' common stock. The prospectus
supplement will provide if a series of securities is convertible into common
stock and the initial conversion price per share at which the securities may be
converted.

     As of the date of this prospectus, Williams is authorized to issue up to
960,000,000 shares of common stock. As of March 31, 2000, Williams had issued
467,371,584 shares of common stock. In addition, at March 31, 2000, options to
purchase 25,569,747 shares of common stock were outstanding under various stock
and compensation incentive plans. The outstanding shares of Williams' common
stock are fully paid and nonassessable. The holders of Williams' common stock
are not entitled to preemptive or redemption rights. Shares of Williams' common
stock are not convertible into shares of any other class of capital stock. First
Chicago Trust Company of New York, a division of EquiServe, is the transfer
agent and registrar for our common stock.

                                       19
<PAGE>   22

DIVIDENDS

     The holders of Williams' common stock are entitled to receive dividends
when, as, and if declared by the board of directors of Williams, out of funds
legally available for their payment subject to the rights of holders of any
outstanding preferred stock.

VOTING RIGHTS

     The holders of Williams' common stock are entitled to one vote per share on
all matters submitted to a vote of stockholders.

RIGHTS UPON LIQUIDATION

     In the event of Williams' voluntary or involuntary liquidation,
dissolution, or winding up, the holders of Williams' common stock will be
entitled to share equally in any assets available for distribution after the
payment in full of all debts and distributions and after the holders of all
series of outstanding preferred stock have received their liquidation
preferences in full.

                              PLAN OF DISTRIBUTION

     Williams may sell the securities through agents, through underwriters,
through dealers, and directly to purchasers.

     Agents designated by Williams from time to time may solicit offers to
purchase the securities. The prospectus supplement will name any such agent who
may be deemed to be an underwriter, as that term is defined in the Securities
Act, involved in the offer or sale of the securities in respect of which this
prospectus is delivered. The prospectus supplement will also set forth any
commissions payable by Williams to such agent. Unless otherwise indicated in the
prospectus supplement, any such agent will be acting on a best efforts basis for
the period of its appointment.

     If Williams uses any underwriters in the sale, Williams will enter into an
underwriting agreement with the underwriters at the time of sale to them. The
prospectus supplement which the underwriter will use to make resales to the
public of the securities in respect of which this prospectus is delivered will
set forth the names of the underwriters and the terms of the transaction.

     If a dealer is utilized in the sale of the securities in respect of which
this prospectus is delivered, Williams will sell the securities to the dealer,
as principal. The dealer may then resell the securities to the public at varying
prices to be determined by the dealer at the time of resale.

     Agents, dealers, and underwriters may be entitled under agreements entered
into with Williams to indemnification by Williams against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which such agents, dealers, or underwriters may be
required to make in respect of such civil liabilities. Agents, dealers, and
underwriters may be customers of, engage in transactions with, or perform
services for Williams in the ordinary course of business.

     One or more firms, referred to as "remarketing firms," may also offer or
sell the securities, if the prospectus supplement so indicates, in connection
with a remarketing arrangement upon their purchase. Remarketing firms will act
as principals for their own accounts or as agents for Williams. These
remarketing firms will offer or sell the securities in accordance with a
redemption or repayment pursuant to the terms of the securities. The prospectus
supplement will identify any remarketing firm and the terms of its agreement, if
any, with Williams and will describe the remarketing firm's compensation.
Remarketing firms may be deemed to be underwriters in connection with the
securities they remarket. Remarketing firms may be entitled under agreements
that may be entered into with Williams to indemnification by Williams against
certain civil liabilities, including liabilities under the Securities Act, and
may be customers of, engage in transactions with or perform services for
Williams in the ordinary course of business.

                                       20
<PAGE>   23

     If the prospectus supplement so indicates, Williams will authorize agents
and underwriters or dealers to solicit offers by certain purchasers to purchase
the securities from Williams at the public offering price set forth in the
prospectus supplement. The solicitation will occur pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
These contracts will be subject to only those conditions set forth in the
prospectus supplement, and the prospectus supplement will set forth the
commission payable for solicitation of such offers.

     Each series of debt securities offered will be a new issue of securities
and will have no established trading market. The debt securities offered may or
may not be listed on a national securities exchange. Williams cannot be sure as
to the liquidity of or the existence of trading markets for any debt securities
offered.

     Certain persons participating in this offering may engage in transactions
that stabilize, maintain or otherwise affect the price of the securities.
Specifically, the underwriters, if any, may overallot in connection with the
offering, and may bid for, and purchase, the securities in the open market.

                                    EXPERTS

     As set forth in their report incorporated by reference in this prospectus,
Ernst & Young LLP, independent auditors, have audited the consolidated financial
statements and schedules of Williams for the three years ended December 31,
1999, which appear in Williams' Annual Report on Form 10-K/A for the year ended
December 31, 1999. The report of Ernst & Young LLP (which contains an
explanatory paragraph describing Williams' changes in accounting method for its
crude oil and refined products inventories, start-up costs, and lease
transactions relating to its fiber optic network) is based in part on the report
of Deloitte & Touche LLP, independent auditors, on the consolidated financial
statements of MAPCO Inc. for the year ended December 31, 1997. The report of
Deloitte & Touche LLP appears in Williams' Annual Report on Form 10-K/A and is
incorporated by reference in this prospectus. The report of Deloitte & Touche
LLP expresses an unqualified opinion and includes explanatory paragraphs
relating to certain litigation to which MAPCO Inc. is a defendant and the change
in its method of accounting for business process reengineering activities to
conform to the consensus reached by the Emerging Issues Task Force in Issue No.
97-13. Williams' consolidated financial statements and schedules for the three
years ended December 31, 1999, which appear in Williams' Annual Report on Form
10-K/A are incorporated in this prospectus by reference in reliance upon such
reports given upon the authority of such firms as experts in accounting and
auditing.

     The consolidated financial statements and schedules of Williams included in
or incorporated by reference in any documents filed pursuant to Sections 13, 14,
or 15(d) of the Exchange Act after the date of this prospectus and prior to the
termination of the offering will be so included or incorporated by reference in
reliance upon the reports of independent auditors pertaining to such financial
statements (to the extent covered by consents filed with the Commission) given
upon the authority of such independent auditors as experts in accounting and
auditing.

                                 LEGAL MATTERS

     William G. von Glahn, Senior Vice President and General Counsel of Williams
will pass upon certain legal matters for Williams in connection with the
securities offered by this prospectus. Davis Polk & Wardwell, New York, New York
will pass upon certain legal matters for the underwriters in connection with the
securities offered by this prospectus. As of the date of this prospectus, Mr.
von Glahn beneficially owns, directly or indirectly approximately 148,438 shares
of Williams' common stock and also has exercisable options to purchase an
additional 135,504 shares of Williams' common stock.

                                       21
<PAGE>   24

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     Set forth below is an estimate of the approximate amount of the fees and
expenses payable by Williams in connection with the offering described in this
Registration Statement:

<TABLE>
<CAPTION>
                                                               APPROXIMATE
                                                                 AMOUNT
                                                               -----------
<S>                                                            <C>
Securities and Exchange Commission registration fee.........    $396,000
Printing and engraving expenses.............................      50,000
Accounting fees and expenses................................      50,000
Legal fees and expenses.....................................      85,000
Trustees' fees..............................................      12,000
Fees of rating agencies.....................................      50,000
Miscellaneous expenses......................................      31,950
                                                                --------
          TOTAL.............................................    $674,950
                                                                ========
</TABLE>

ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Williams, a Delaware corporation, is empowered by Section 145 of the
General Corporation Law of the State of Delaware, subject to the procedures and
limitations stated therein, to indemnify any person against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by them in connection with any threatened, pending, or
completed action, suit, or proceeding in which such person is made party by
reason of their being or having been a director, officer, employee, or agent of
Williams. The statute provides that indemnification pursuant to its provisions
is not exclusive of other rights of indemnification to which a person may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors, or otherwise. The By-laws of Williams provide for indemnification by
Williams of its directors and officers to the fullest extent permitted by the
General Corporation Law of the State of Delaware. In addition, Williams has
entered into indemnity agreements with its directors and certain officers
providing for, among other things, the indemnification of and the advancing of
expenses to such individuals to the fullest extent permitted by law, and to the
extent insurance is maintained, for the continued coverage of such individuals.

     Policies of insurance are maintained by Williams under which the directors
and officers of Williams are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits, or proceedings, and certain liabilities which might
be imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or officers.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

     (a) Exhibits:

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
         *1.1            -- Form of Underwriting Agreement (filed as Exhibit 1.1 to
                            the Registration Statement on Form S-3 filed September 8,
                            1997).
         *1.2            -- Form of Distribution Agreement (filed as Exhibit 1.2 to
                            the Registration Statement on Form S-3 filed September 8,
                            1997).
</TABLE>

                                      II-1
<PAGE>   25

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
         *3.1            -- Restated Certificate of Incorporation (filed as Exhibit
                            4(a) to Form 8-B filed August 20, 1987).
         *3.2            -- Certificate of Amendment of Restated Certificate of
                            Incorporation dated May 20, 1994 (filed as Exhibit 3(d)
                            to Form 10-K for the fiscal year ended December 31,
                            1994).
         *3.3            -- Certificate of Amendment of Restated Certificate of
                            Incorporation dated May 16, 1997 (filed as Exhibit 4.3 to
                            the Registration Statement on Form S-8 filed November 21,
                            1997).
         *3.4            -- Certificate of Amendment of Restated Certificate of
                            Incorporation dated February 26, 1998 (filed as Exhibit
                            3(d) to Form 10-K for the fiscal year ended December 31,
                            1997).
         *3.5            -- Restated By-laws (filed as Exhibit 99.1 to Form 8-K filed
                            January 19, 2000).
         *4.1            -- Form of Senior Debt Indenture (filed as Exhibit 4.1 to
                            the Registration Statement on Form S-3 filed September 8,
                            1997).
         *4.2            -- Form of Subordinated Debt Indenture (filed as Exhibit 4.2
                            to the Registration Statement on Form S-3 filed September
                            9, 1997).
         *4.3            -- Form of Floating Rate Senior Note (filed as Exhibit 4.3
                            to the Registration Statement on Form S-3 filed September
                            8, 1997).
         *4.4            -- Form of Fixed Rate Senior Note (filed as Exhibit 4.4 to
                            the Registration Statement on Form S-3 filed September 8,
                            1997).
         *4.5            -- Form of Floating Rate Subordinated Note (filed as Exhibit
                            4.5 to the Registration Statement on Form S-3 filed
                            September 8, 1997).
         *4.6            -- Form of Fixed Rate Subordinated Note (filed as Exhibit
                            4.6 to the Registration Statement on Form S-3 filed
                            September 8, 1997).
         *4.7            -- Rights Agreement dated as of February 6, 1996, between
                            Williams and First Chicago Trust Company of New York
                            (filed as Exhibit 4 to Form 8-K filed January 24, 1996).
         *4.8            -- Certificate of Increase of Authorized Number of Shares of
                            Series A Junior Participating Preferred Stock (filed as
                            Exhibit 3(f) to Form 10-K for the fiscal year ended
                            December 31, 1995).
         *4.9            -- Certificate of Increase of Authorized Number of Shares of
                            Series A Junior Participating Preferred Stock (filed as
                            Exhibit 3(g) to Form 10-K for the fiscal year ended
                            December 31, 1997).
          5              -- Opinion and consent of counsel of Williams relating to
                            the validity of the Securities.
         12              -- Computation of Ratios of Earnings to Fixed Charges and
                            Earnings to Combined Fixed Charges and Preferred Stock
                            Dividend Requirements
         23.1            -- Consent of Ernst & Young LLP.
         23.2            -- Consent of Deloitte & Touche LLP.
         23.3            -- Consent of counsel (contained in Exhibit 5).
         24.1            -- Powers of Attorney.
         24.2            -- Certified copy of resolutions authorizing signatures
                            pursuant to power of attorney.
         25.1            -- Statement of Eligibility and Qualification of Bank One
                            Trust Company, National Association, on Form T-1 for
                            Indentures.
</TABLE>

                                      II-2
<PAGE>   26

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
        *99              -- Report of Deloitte & Touche LLP, independent auditors, on
                            the consolidated financial statements of MAPCO Inc. for
                            the year ended December 31, 1997 (filed as Exhibit 99 to
                            Form 10-K/A for the fiscal year ended December 31, 1999).
</TABLE>

- ---------------

* Such exhibit has heretofore been filed with the Securities and Exchange
  Commission as part of the filing indicated and is incorporated herein by
  reference.

ITEM 17. UNDERTAKINGS.

     Williams hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of Williams' annual report pursuant to
Section 13(a) of 15(d) of the Exchange Act that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act;

             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the Registration Statement (or the most recent
        post-effective amendment thereto) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the Registration Statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) (sec.230,424(b) of this
        chapter) if, in the aggregate, the changes in volume and price represent
        no more than a 20 percent change in the maximum aggregate offering price
        set forth in the "Calculation of Registration Fee" table in the
        effective registration statement;

             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the Registration Statement
        or any material change to such information in the Registration
        Statement;

        provided, however, that paragraphs (i) and (ii) above do not apply if
        the information required to be included in a post-effective amendment by
        those paragraphs is contained in periodic reports filed by the
        Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
        that are incorporated by reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered that remain unsold at the
     termination of the offering.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Williams
pursuant to the foregoing provisions, or otherwise, Williams has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                      II-3
<PAGE>   27

In the event a claim for indemnification against such liabilities (other than
the payment by Williams of expenses incurred or paid by a director, officer or
controlling person of Williams in a successful defense of any action, suit or
proceeding) is asserted against Williams by such director, officer or
controlling person in connection with the securities being registered, Williams
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                      II-4
<PAGE>   28

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Tulsa and State of Oklahoma on the 21st day of June,
2000.

                                            THE WILLIAMS COMPANIES, INC.
                                                    (Registrant)

                                            By:    /s/ SHAWNA L. GEHRES
                                              ----------------------------------
                                                       Shawna L. Gehres
                                                       Attorney-in-Fact

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated:

<TABLE>
<CAPTION>
                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
<C>                                                    <S>                               <C>

                 /s/ KEITH E. BAILEY                   Chairman of the Board &           June 21, 2000
- -----------------------------------------------------    President (principal executive
                  Keith E. Bailey*                       officer)

                /s/ JACK D. MCCARTHY                   Senior Vice President (principal  June 21, 2000
- -----------------------------------------------------    financial officer)
                  Jack D. McCarthy*

                 /s/ GARY R. BELITZ                    Controller (principal accounting  June 21, 2000
- -----------------------------------------------------    officer)
                   Gary R. Belitz*

                 /s/ HUGH M. CHAPMAN                   Director                          June 21, 2000
- -----------------------------------------------------
                  Hugh M. Chapman*

                  /s/ GLENN A. COX                     Director                          June 21, 2000
- -----------------------------------------------------
                    Glenn A. Cox*

              /s/ THOMAS H. CRUIKSHANK                 Director                          June 21, 2000
- -----------------------------------------------------
                Thomas H. Cruikshank*

                /s/ WILLIAM E. GREEN                   Director                          June 21, 2000
- -----------------------------------------------------
                  William E. Green*

               /s/ PATRICIA L. HIGGINS                 Director                          June 21, 2000
- -----------------------------------------------------
                Patricia L. Higgins*

                  /s/ W. R. HOWELL                     Director                          June 21, 2000
- -----------------------------------------------------
                    W. R. Howell*
</TABLE>

                                      II-5
<PAGE>   29

<TABLE>
<CAPTION>
                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
<C>                                                    <S>                               <C>

                 /s/ JAMES C. LEWIS                    Director                          June 21, 2000
- -----------------------------------------------------
                   James C. Lewis*

                                                       Director
- -----------------------------------------------------
                 Jack A. MacAllister

                /s/ FRANK T. MACINNIS                  Director                          June 21, 2000
- -----------------------------------------------------
                 Frank T. MacInnis*

                 /s/ PETER C. MEINIG                   Director                          June 21, 2000
- -----------------------------------------------------
                  Peter C. Meinig*

                /s/ GORDON R. PARKER                   Director                          June 21, 2000
- -----------------------------------------------------
                  Gordon R. Parker*

                /s/ JANICE D. STONEY                   Director                          June 21, 2000
- -----------------------------------------------------
                  Janice D. Stoney*

               /s/ JOSEPH H. WILLIAMS                  Director                          June 21, 2000
- -----------------------------------------------------
                 Joseph H. Williams*

              *By: /s/ SHAWNA L. GEHRES
  ------------------------------------------------
                  Shawna L. Gehres
                  Attorney-in-Fact
</TABLE>

                                      II-6
<PAGE>   30

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
          *1.1           -- Form of Underwriting Agreement (filed as Exhibit 1.1 to
                            the Registration Statement on Form S-3 filed September 8,
                            1997).
          *1.2           -- Form of Distribution Agreement (filed as Exhibit 1.2 to
                            the Registration Statement on Form S-3 filed September 8,
                            1997).
          *3.1           -- Restated Certificate of Incorporation (filed as Exhibit
                            4(a) to Form 8-B filed August 20, 1987).
          *3.2           -- Certificate of Amendment of Restated Certificate of
                            Incorporation dated May 20, 1994 (filed as Exhibit 3(d)
                            to Form 10-K for the fiscal year ended December 31,
                            1994).
          *3.3           -- Certificate of Amendment of Restated Certificate of
                            Incorporation dated May 16, 1997 (filed as Exhibit 4.3 to
                            the Registration Statement on Form S-8 filed November 21,
                            1997).
          *3.4           -- Certificate of Amendment of Restated Certificate of
                            Incorporation dated February 26, 1998 (filed as Exhibit
                            3(d) to Form 10-K for the fiscal year ended December 31,
                            1997).
          *3.5           -- Restated By-laws (filed as Exhibit 99.1 to Form 8-K filed
                            January 19, 2000).
          *4.1           -- Form of Senior Debt Indenture (filed as Exhibit 4.1 to
                            the Registration Statement on Form S-3 filed September 8,
                            1997).
          *4.2           -- Form of Subordinated Debt Indenture (filed as Exhibit 4.2
                            to the Registration Statement on Form S-3 filed September
                            9, 1997).
          *4.3           -- Form of Floating Rate Senior Note (filed as Exhibit 4.3
                            to the Registration Statement on Form S-3 filed September
                            8, 1997).
          *4.4           -- Form of Fixed Rate Senior Note (filed as Exhibit 4.4 to
                            the Registration Statement on Form S-3 filed September 8,
                            1997).
          *4.5           -- Form of Floating Rate Subordinated Note (filed as Exhibit
                            4.5 to the Registration Statement on Form S-3 filed
                            September 8, 1997).
          *4.6           -- Form of Fixed Rate Subordinated Note (filed as Exhibit
                            4.6 to the Registration Statement on Form S-3 filed
                            September 8, 1997).
          *4.7           -- Rights Agreement dated as of February 6, 1996, between
                            Williams and First Chicago Trust Company of New York
                            (filed as Exhibit 4 to Form 8-K filed January 24, 1996).
          *4.8           -- Certificate of Increase of Authorized Number of Shares of
                            Series A Junior Participating Preferred Stock (filed as
                            Exhibit 3(f) to Form 10-K for the fiscal year ended
                            December 31, 1995).
          *4.9           -- Certificate of Increase of Authorized Number of Shares of
                            Series A Junior Participating Preferred Stock (filed as
                            Exhibit 3(g) to Form 10-K for the fiscal year ended
                            December 31, 1997).
           5             -- Opinion and consent of counsel of Williams relating to
                            the validity of the Securities.
          12             -- Computation of Ratios of Earnings to Fixed Charges and
                            Earnings to Combined Fixed Changes and Preferred Stock
                            Dividend Requirements.
          23.1           -- Consent of Ernst & Young LLP.
          23.2           -- Consent of Deloitte & Touche LLP.
          23.3           -- Consent of counsel (contained in Exhibit 5).
</TABLE>
<PAGE>   31

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
          24.1           -- Powers of Attorney.
          24.2           -- Certified copy of resolutions authorizing signatures
                            pursuant to power of attorney.
          25.1           -- Statement of Eligibility and Qualification of Bank One
                            Trust Company, National Association, on Form T-1 for
                            Indentures.
         *99             -- Report of Deloitte & Touche LLP, independent auditors, on
                            the consolidated financial statements of MAPCO Inc. for
                            the year ended December 31, 1997 (filed as Exhibit 99 to
                            Form 10-K/A for the fiscal year ended December 31, 1999).
</TABLE>

- ---------------

* Such exhibit has heretofore been filed with the Securities and Exchange
  Commission as part of the filing indicated and is incorporated herein by
  reference.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>OPINION/CONSENT OF COUNSEL-VALIDITY OF SECURITIES
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 5

June 21, 2000



The Williams Companies, Inc.
One Williams Center
Tulsa, OK  74172

Ladies and Gentlemen:

You have requested me, as General Counsel of The Williams Companies, Inc., to
render my opinion regarding certain matters in connection with the preparation
and filing of a Registration Statement by The Williams Companies, Inc. (the
"Company") on Form S-3 (the "Registration Statement") under the Securities Act
of 1933, as amended, with respect to the contemplated issuance by the Company
from time to time of up to $1,500,000,000 aggregate initial offering price of
Debt Securities and Preferred Stock. The Debt Securities are to be issued as
senior or subordinated indebtedness of the Company under a senior debt indenture
or a subordinated debt indenture between the Company and Bank One Trust Company,
N.A., as trustee (the "Indentures"). The forms of the Indentures and the Debt
Securities have been filed as exhibits to the Registration Statement. In
addition, the Debt Securities and the Preferred Stock may be convertible into
Common Stock of the Company. The Debt Securities, Preferred Stock, and Common
Stock are collectively referred to herein as the "Securities."

I am familiar with the Certificate of Incorporation and the By-laws, each as
amended to date, of the Company and have examined the originals, or copies
certified or otherwise identified to my satisfaction, of corporate records of
the Company, statutes, and other instruments and documents as the basis for the
opinion expressed herein. In addition, I am, or someone under my supervision is,
familiar with the forms of the Indentures and the Debt Securities.

Based upon the foregoing, and having regard for such legal considerations as I
have deemed relevant, I am of the opinion that, (1) with respect to the Debt
Securities, when the remaining terms are set by an officer of the Company
pursuant to the authority granted such officer by the Board of Directors of the
Company, the Indentures have been duly executed and delivered, and the Debt
Securities have been duly issued in accordance with the provisions of the
Indentures and duly paid for by the purchasers thereof, and (2) with respect to
the Preferred Stock, when the remaining terms are set by an officer of the
Company pursuant to the authority granted such officer by the Board of Directors
of the Company and have been duly issued and delivered by the Company and duly
paid for by the purchasers thereof, (a) the Debt Securities will constitute
valid and binding obligations of the Company enforceable in accordance with
their terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, or other laws relative to or affecting generally the enforcement
of creditor's rights and by principles of equity, and (b) the Preferred Stock
and the Common Stock issuable upon conversion of the Debt Securities and the
Preferred Stock will have been validly issued, fully paid, and non-assessable.






<PAGE>   2


In connection with my opinions expressed above, I have assumed that, at or prior
to the time of the delivery of any such Security, the Registration Statement has
been declared effective, that the authorization of such Securities, will not
have been modified or rescinded and there will not have occurred any change in
law affecting the validity or enforceability of such Security. I have also
assumed that none of the terms of any Security to be established subsequent to
the date hereof nor the issuance and delivery of such Security, nor the
compliance by the Company with the terms of such Security, will violate any
applicable law or will result in a violation of any provision of any instrument
or agreement then binding upon the Company, or any restriction imposed by any
court or governmental body having jurisdiction over the Company.

I am a member of the Bar of the State of New York and the foregoing opinion is
limited to the laws of the State of New York, the federal laws of the United
States of America and the General Corporation Law of the State of Delaware.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to the undersigned appearing under the caption
"Legal Matters" in the related Prospectus.

Very truly yours,

/s/ WILLIAM G. VON GLAHN

William G. von Glahn
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>COMPUTATIONS OF RATIO OF EARNINGS TO FIXED CHARGES
<TEXT>

<PAGE>   1

                                                                      EXHIBIT 12



                  THE WILLIAMS COMPANIES, INC. AND SUBSIDIARIES
             COMPUTATIONS OF RATIO OF EARNINGS TO FIXED CHARGES AND
                   RATIO OF EARNINGS TO COMBINED FIXED CHARGES
                    AND PREFERRED STOCK DIVIDEND REQUIREMENTS
                              (Dollars in millions)


<TABLE>
<CAPTION>
                                              Three Months
                                                  Ended                          Years Ended December 31,
                                                March 31,    ----------------------------------------------------------------
                                                  2000          1999          1998          1997         1996         1995
                                               ----------    ----------    ----------    ----------   ----------   ----------
<S>                                            <C>           <C>           <C>           <C>          <C>          <C>
Earnings:
   Income from continuing operations
      before income taxes, extraordinary
      gain (loss) and cumulative effect of
      change in accounting principle           $    195.5    $    323.0    $    248.6    $    677.5   $    779.2   $    509.6
   Add:
      Interest expense--net                         190.5         598.2         484.5         440.6        410.5        321.8
      Rental expense representative
         of interest factor                          43.5         123.0          49.1          39.5         32.8         32.5
      Preferred dividends of
         subsidiaries                                  --            --            --            --           --          3.7
      Interest accrued--50% owned
         company                                      1.0           7.5           6.2            --          1.3         30.7
      Minority interest in income (loss)
         and preferred returns of
          consolidated subsidiaries                 (13.8)         (7.2)         (9.6)         18.2          1.4         12.3
      Equity losses in less than 50%
         owned companies                              6.0          40.2          14.8            --           --           --
      Other                                          (6.4)         (4.8)          7.6           3.2          6.3          8.0
                                               ----------    ----------    ----------    ----------   ----------   ----------

         Total earnings as adjusted
            plus fixed charges                 $    416.3    $  1,079.9    $    801.2    $  1,179.0   $  1,231.5   $    918.6
                                               ==========    ==========    ==========    ==========   ==========   ==========

Fixed charges and combined fixed
  charges and preferred stock
   dividend requirements:
      Interest expense--net                    $    190.5    $    598.2    $    484.5    $    440.6   $    410.5   $    321.8
      Capitalized interest                           37.6          69.8          30.6          23.3          8.2         16.2
      Rental expense representative
         of interest factor                          43.5         123.0          49.1          39.5         32.8         32.5
      Pretax effect of dividends on
         preferred stock and other preferred
           returns of subsidiaries                   10.3          26.7            --            --           --          5.8
      Interest accrued--50% owned company             1.0           7.5           6.2            --          1.3         30.7
                                               ----------    ----------    ----------    ----------   ----------   ----------

         Total fixed charges                        282.9         825.2         570.4         503.4        452.8        407.0

      Pretax effect of dividends on
         preferred stock of the Company                --           5.1          12.4          16.1         16.2         18.0
                                               ----------    ----------    ----------    ----------   ----------   ----------

         Combined fixed charges and
            preferred stock dividend
               requirements                    $    282.9    $    830.3    $    582.8    $    519.5   $    469.0   $    425.0
                                               ==========    ==========    ==========    ==========   ==========   ==========

Ratio of earnings to fixed charges                   1.47          1.31          1.40          2.34         2.72         2.26
                                               ==========    ==========    ==========    ==========   ==========   ==========

Ratio of earnings to combined
    fixed charges and preferred
    stock dividend requirements                      1.47          1.30          1.37          2.27         2.63         2.16
                                               ==========    ==========    ==========    ==========   ==========   ==========
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 23.1



                         Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of The Williams
Companies, Inc. for the registration of a maximum aggregate amount of $1.775
billion of debt securities and preferred stock, and to the incorporation by
reference therein of our report dated February 17, 2000, except for the matters
described in the fourth and sixth paragraphs of Note 1, Note 11 and Note 22, as
to which the date is June 9, 2000, with respect to the consolidated financial
statements and schedules of The Williams Companies, Inc. included in its Annual
Report (Form 10-K/A) for the year ended December 31, 1999, filed with the
Securities and Exchange Commission.



                                                               ERNST & YOUNG LLP

Tulsa, Oklahoma
June 15, 2000


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE LLP
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 23.2



Independent Auditors' Consent

We consent to the incorporation by reference in this Registration Statement of
The Williams Companies, Inc. on Form S-3 of our report dated January 27, 1998
(March 3, 1998, as to Notes 2 and 16 to the MAPCO Inc. consolidated financial
statements) with respect to the consolidated financial statements of MAPCO Inc.,
which report includes explanatory paragraphs relating to certain litigation to
which MAPCO Inc. is a defendant and the change in its method of accounting for
business process reengineering activities to conform to the consensus reached by
the Emerging Issues Task Force in Issue No. 97-13, appearing in the Annual
Report on Form 10-K/A of The Williams Companies, Inc. for the year ended
December 31, 1999, and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.



Deloitte & Touche LLP
Tulsa, Oklahoma
June 15, 2000
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 24.1
                          THE WILLIAMS COMPANIES, INC.

                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
individuals, in their capacity as a director or officer, or both, as hereinafter
set forth below their signature, of THE WILLIAMS COMPANIES, INC., a Delaware
corporation ("Williams"), does hereby constitute and appoint WILLIAM G. von
GLAHN, DAVID M. HIGBEE and SHAWNA L. GEHRES their true and lawful attorneys and
each of them (with full power to act without the others) their true and lawful
attorneys for them and in their name and in their capacity as a director or
officer, or both, of Williams, as hereinafter set forth below their signature,
to sign a registration statement on Form S-3 for the registration of debt
securities of Williams with an initial aggregate offering price not to exceed
one billion dollars ($1,000,000,000) and/or not more than eight hundred million
($800,000,000) aggregate principal amount of preferred securities of Williams,
and any and all amendments to said registration statement and any and all
instruments necessary or incidental in connection therewith; and

          THAT the undersigned Williams does hereby constitute and appoint
WILLIAM G. von GLAHN, DAVID M. HIGBEE and SHAWNA L. GEHRES its true and lawful
attorneys and each of them (with full power to act without the others) its true
and lawful attorney for it and in its name and on its behalf to sign said
registration statement and any and all amendments thereto and any and all
instruments necessary or incidental in connection therewith.

          Each of said attorneys shall have full power of substitution and
resubstitution, and said attorneys or any of them or any substitute appointed by
any of them hereunder shall have full power and authority to do and perform in
the name and on behalf of each of the undersigned, in any and all capacities,
every act whatsoever requisite or necessary to be done in the premises, as fully
to all intents and purposes as each of the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys or any of them or of any such substitute pursuant hereto.

          IN WITNESS WHEREOF, the undersigned have executed this instrument, all
as of the 21st day of May, 1998.




    /s/ KEITH E. BAILEY                        /s/ JACK E. McCARTHY
- -------------------------------            ------------------------------
       Keith E. Bailey                            Jack D. McCarthy
    Chairman of the Board,                     Senior Vice President
        President and                      (Principal Financial Officer)
   Chief Executive Officer
  (Principal Executive Officer)


                               /s/ GARY R. BELITZ
                         ------------------------------
                                 Gary R. Belitz
                                   Controller
                         (Principal Accounting Officer)
<PAGE>   2
                                                                          Page 2



    /s/ GLENN A. COX                        THOMAS H. CRUIKSHANK
- -------------------------------        -------------------------------
        Glenn A. Cox                        Thomas H. Cruikshank
          Director                                Director


   /s/ WILLIAM E. GREEN                  /s/ PATRICIA L. HIGGINS
- -------------------------------        -------------------------------
       William E. Green                      Patricia L. Higgins
          Director                                Director


     /s/ W. R. Howell                    /s/ ROBERT J. LaFORTUNE
- -------------------------------        -------------------------------
         W. R. Howell                        Robert J. LaFortune
           Director                               Director


     /s/ JAMES C. LEWIS                  /s/ JACK A. MacALLISTER
- -------------------------------        -------------------------------
         James C. Lewis                      Jack A. MacAllister
           Director                               Director


   /s/ FRANK T. MacINNIS                    /s/ PETER C. MEINIG
- -------------------------------        -------------------------------
       Frank T. MacInnis                        Peter C. Meinig
           Director                                Director


     /s/ KAY A. ORR                        /s/ GORDON R. PARKER
- -------------------------------        -------------------------------
         Kay A. Orr                            Gordon R. Parker
          Director                                 Director


                           /s/ JOSEPH H. WILLIAMS
                        -------------------------------
                               Joseph H. Williams
                                    Director



                                        THE WILLIAMS COMPANIES, INC.



                                        By /s/ WILLIAM G. von GLAHN
                                          -------------------------------
                                               William G. von Glahn
ATTEST:                                        Senior Vice President


  /s/ DAVID M. HIGBEE
- ----------------------------
      David M. Higbee
         Secretary
<PAGE>   3


                          THE WILLIAMS COMPANIES, INC.

                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
individuals, in their capacity as a director or officer, or both, as hereinafter
set forth below their signature, of THE WILLIAMS COMPANIES, INC., a Delaware
corporation ("Williams"), does hereby constitute and appoint WILLIAM G. von
GLAHN, SHAWNA L. GEHRES, and SUZANNE H. COSTIN their true and lawful attorneys
and each of them (with full power to act without the others) their true and
lawful attorneys for them and in their name and in their capacity as a director
or officer, or both, of Williams, as hereinafter set forth below their
signature, to sign a registration statement on Form S-3 for the registration of
debt securities, equity hybrid securities, and other securities convertible into
equity securities of Williams with an initial aggregate offering price not to
exceed one billion dollars ($1,000,000,000), and any and all amendments to said
registration statement and any and all instruments necessary or incidental in
connection therewith; and

         THAT the undersigned Williams does hereby constitute and appoint
WILLIAM G. von GLAHN, SHAWNA L. GEHRES, and SUZANNE H. COSTIN its true and
lawful attorneys and each of them (with full power to act without the others)
its true and lawful attorney for it and in its name and on its behalf to sign
said registration statement and any and all amendments thereto and any and all
instruments necessary or incidental in connection therewith.

         Each of said attorneys shall have full power of substitution and
resubstitution, and said attorneys or any of them or any substitute appointed by
any of them hereunder shall have full power and authority to do and perform in
the name and on behalf of each of the undersigned, in any and all capacities,
every act whatsoever requisite or necessary to be done in the premises, as fully
to all intents and purposes as each of the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys or any of them or of any such substitute pursuant hereto.

         IN WITNESS WHEREOF, the undersigned have executed this instrument, all
as of the 23rd day of January, 2000.


         /s/ KEITH E. BAILEY                         /s/ JACK D. McCARTHY
- --------------------------------------      ------------------------------------
             Keith E. Bailey                            Jack D. McCarthy
         Chairman of the Board,                       Senior Vice President
             President and                       (Principal Financial Officer)
        Chief Executive Officer
     (Principal Executive Officer)


                               /s/ GARY R. BELITZ
                      ------------------------------------
                                 Gary R. Belitz
                                   Controller
                         (Principal Accounting Officer)



        /s/ HUGH M. CHAPMAN                           /s/ GLENN A. COX
- --------------------------------------      ------------------------------------
          Hugh M. Chapman                                Glenn A. Cox
             Director                                      Director




<PAGE>   4

      /s/ THOMAS H. CRUIKSHANK                      /s/ WILLIAM E. GREEN
- -------------------------------------       ------------------------------------
        Thomas H. Cruikshank                          William E. Green
              Director                                    Director


      /s/ PATRICIA L. HIGGINS                        /s/ W. R. HOWELL
- -------------------------------------       ------------------------------------
        Patricia L. Higgins                           W. R. Howell
              Director                                  Director


      /s/ JAMES C. LEWIS
- -------------------------------------       ------------------------------------
        James C. Lewis                                Jack A. MacAllister
           Director                                       Director


      /s/ FRANK T. MACINNIS                        /s/ PETER C. MEINIG
- -------------------------------------       ------------------------------------
        Frank T. MacInnis                             Peter C. Meinig
             Director                                     Director


      /s/ GORDON R. PARKER                        /s/ JANICE D. STONEY
- -------------------------------------       ------------------------------------
        Gordon R. Parker                              Janice D. Stoney
            Director                                      Director



                             /s/ JOSEPH H. WILLIAMS
                       -----------------------------------
                               Joseph H. Williams
                                    Director


                                             THE WILLIAMS COMPANIES, INC.



                                             By:  /s/ WILLIAM G. von GLAHN
                                                  ------------------------------
                                                  William G. von Glahn
                                                  Senior Vice President

ATTEST:



       /s/ SHAWNA L. GEHRES
- -------------------------------------
         Shawna L. Gehres
            Secretary


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.2
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>RESOLUTIONS AUTHORIZING SIGNATURES
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 24.2




                  I, the undersigned, SHAWNA L. GEHRES, Secretary of THE
WILLIAMS COMPANIES, INC., a Delaware company (hereinafter called the "Company"),
do hereby certify that at a meeting of the Board of Directors of the Company,
duly convened and held on May 21, 1998, at which a quorum of said Board was
present and acting throughout, the following resolution was duly adopted:

                                    RESOLVED that the officers of the Company
                  be, and each hereby is, authorized to execute and file with
                  the Securities and Exchange Commission under the Securities
                  Act of 1933, as amended, a shelf Registration Statement on
                  Form S-3, and all amendments and supplements thereto and all
                  required exhibits and documents in connection therewith, and
                  the Prospectus contained therein, and all amendments or
                  supplements thereto (the "Registration Statement"), with
                  respect to not more than six hundred and forty million dollars
                  ($640,000,000) aggregate principal amount of Debt Securities
                  and/or not more than eight hundred million dollars
                  ($800,000,000) aggregate principal amount of Preferred
                  Securities (collectively the "Securities"), which Securities
                  may contain exchangeability, convertibility, and/or redemption
                  provisions, and to do, or cause to be done, all such other
                  acts and things as, in their opinion or in the opinion of any
                  of them, may be necessary or desirable and proper in order to
                  effect such filing or in order that such Registration
                  Statement and any such amendment or amendments may become
                  effective and may remain in effect as long as shall be
                  required.

                                    RESOLVED that the form of power of attorney
                  submitted to this meeting for use in connection with the
                  execution and filing, for and on behalf of the Company, of the
                  Registration Statement and any such amendments thereto
                  referred to in the preceding resolution, is hereby approved,
                  and the Chairman of the Board, the President, any Vice
                  President or the Treasurer of the Company is hereby authorized
                  to execute said power of attorney in the form so presented for
                  and on behalf of the Company.

                                    RESOLVED that Mr. William G. von Glahn,
                  Senior Vice President and General Counsel of The Williams
                  Companies, Inc., be, and he hereby is, designated as the
                  person authorized to receive notices and communications from
                  the Securities and Exchange Commission with respect to the
                  Registration Statement and any amendments thereto and that he
                  be, and he hereby is, designated the agent for service in
                  connection with any and all matters relating to the
                  Registration Statement; and that there hereby is conferred
                  upon him the powers enumerated in Rule 478 of the


<PAGE>   2
                                                                          Page 2


                  Rules and Regulations promulgated under the Securities Act of
                  1933, as amended.

                                    RESOLVED that the officers of the Company
                  be, and each of them hereby is, authorized and directed in the
                  name and on behalf of the Company to take any and all actions
                  which such officers deem necessary or appropriate in order to
                  obtain a permit, register or qualify the Securities for
                  issuance and sale or to request an exemption from registration
                  of the Securities or to register or to obtain a license for
                  the Company as a dealer or broker under the securities laws of
                  such of the states of the United States of America and of such
                  foreign jurisdictions as such officers may deem necessary or
                  appropriate; and that in connection with such registrations,
                  permits, licenses, qualifications and exemptions, such
                  officers are authorized and directed to execute, acknowledge,
                  verify, deliver, file and publish all such applications,
                  reports, resolutions, irrevocable consents to service of
                  process, powers of attorney and other papers and instruments
                  as may be required under such laws, and to take any and all
                  further action which such officers deem necessary or
                  appropriate in order to maintain the registration in effect
                  for such time period as they may deem to be in the best
                  interests of the Company.

                                    RESOLVED that if an officer of the Company
                  shall so elect application may be made to the New York Stock
                  Exchange, Inc. and to the Pacific Stock Exchange for the
                  listing upon notice of issuance of the Securities and that the
                  Chairman of the Board, the President, any Vice President, the
                  Secretary or the Treasurer of the Company be, and each of them
                  hereby is, authorized and directed by the Company to prepare,
                  execute and file the applications required by such stock
                  exchange and to make such changes as may be necessary to
                  conform with requirements for the listing of the Securities,
                  to appear (if requested) before officials of such exchange, to
                  pay any fees required for such additional listing and to
                  perform all other acts and things as may be deemed necessary
                  to effect such listing.

                                    RESOLVED that the Chairman of the Board, the
                  President, any Vice President, or the Treasurer of the Company
                  (a "Designated Officer") be, and each of them hereby is,
                  authorized and empowered to execute, acknowledge and deliver,
                  for and on behalf of the Company, and under its corporate
                  seal, which its Secretary or any Assistant Secretary is hereby
                  authorized to affix and attest, one or more indentures,
                  including a subordinate indenture, between the Company and a
                  trustee to be determined by the officer executing such
                  indenture (the "Indenture") for the purpose of providing for
                  the issuance, registration, transfer, exchange and payment of
                  the Securities to be issued pursuant thereto, each such
                  Indenture to be in the form as the officers executing and
                  delivering the


<PAGE>   3
                                                                          Page 3


                  same on behalf of the Company shall approve, such approval to
                  be conclusively evidenced by such officer's execution,
                  acknowledgment and delivery of the Indenture.

                                    RESOLVED that the Chairman of the Board, the
                  President, the Chief Financial Officer, or the Treasurer of
                  the Company be, and each hereby is, in accordance with the
                  foregoing resolutions and the limitations previously approved,
                  authorized to cause the Company to issue and sell one or more
                  series of the Securities and, in connection with any such
                  series, determine, approve or appoint, as the case may be:

                  (a)      the exact aggregate principal amount of the series of
                           Securities, whether Securities of such series are to
                           be issued as debentures, as notes or as any other
                           evidences of indebtedness or in any combination
                           thereof;

                  (b)      the designation of the Securities as senior or
                           subordinated indebtedness of the Company;

                  (c)      whether each series of Securities shall be sold with
                           or without competitive bidding, whether through a
                           public offering or by private placement, or a
                           combination thereof;

                  (d)      the terms and rights of the Securities, consistent
                           with the terms of the respective Indenture and the
                           Registration Statements; provided, however, that no
                           such Securities shall be secured or convertible into
                           any equity securities of the Company;

                  (e)      the maturity or maturities of the  Securities;

                  (f)      the price to be received by the Company in any
                           offering or sale of any of the Securities (which may
                           be at a discount from the principal amount payable at
                           maturity of such Securities), any public offering
                           price and any discount received by, or commission
                           paid to, any underwriters or agents;

                  (g)      the rate or rates at which the Securities shall bear
                           interest, if any, which rate or rates may vary from
                           time to time in accordance with a formula to be
                           approved by any such officer;

                  (h)      the date or dates from which such interest shall
                           accrue, the dates on which such interest shall be
                           payable and the record date for the interest payable
                           on any interest payment date and/or the method by
                           which such rate or rates or date or dates shall be
                           determined;


<PAGE>   4
                                                                          Page 4


                  (i)      the place or places, where the principal of (premium,
                           if any) and interest, if any, on the Securities shall
                           be payable;

                  (j)      the option, if any, of the Company to redeem the
                           Securities in whole or in part and the period or
                           periods within which, the price or prices at which
                           and the terms and conditions upon which, Securities
                           may be redeemed, in whole or in part, pursuant to
                           such option or any sinking fund or otherwise;

                  (k)      the obligation, if any, of the Company to redeem,
                           purchase or repay Securities pursuant to any
                           mandatory redemption, sinking fund or analogous
                           provisions or at the option of a holder thereof and
                           the period or periods within which, the price or
                           prices at which and the terms and conditions upon
                           which, Securities shall be redeemed, purchased or
                           repaid, in whole or in part, pursuant to such
                           obligation or option;

                  (l)      the denominations and currencies, including U.S.
                           dollars, foreign currencies and composite currencies,
                           in which the Securities shall be issuable and payable
                           and the election, if any, of holders of Securities to
                           receive payment of principal (and premium, if any)
                           and interest in a currency other than the currency in
                           which such Securities were issued;

                  (m)      such other terms, conditions and provisions as any
                           such officer shall deem appropriate;

                  (n)      the forms of the Securities; and

                  (o)      whether the Securities will be listed on the New York
                           Stock Exchange.

                                    RESOLVED that any Designated Officer be, and
                  each hereby is, authorized to appoint one or more transfer
                  agents or registrars, depositories, authenticating or paying
                  agents, calculation agents, exchange rate agents and any other
                  agents with respect to the Securities, and to execute and
                  deliver, in the name and on behalf of the Company, any
                  agreement, instrument or document relating to any such
                  appointment, for the purpose of implementing and giving effect
                  to the provisions of each Indenture; provided, however, that
                  the Company may at any time elect to act in the capacity of
                  paying agent.


<PAGE>   5
                                                                          Page 5


                                    RESOLVED that any Designated Officer be, and
                  each hereby is, authorized and directed to execute and deliver
                  to the trustee for each Indenture an Issuer Order or Officer's
                  Certificate, as appropriate, referred to in the Indenture and
                  to perform on behalf of the Company such other procedures
                  acceptable to such trustee as may be necessary in order to
                  authorize the authentication and delivery by such trustee of
                  the Securities.

                                    RESOLVED that any Designated Officer be, and
                  each hereby is, authorized and directed to cause the Company
                  to enter into agreements (the "Underwriting Agreement" or
                  "Distribution Agreements"), with such investment banking
                  company or companies as any such Designated Officer may choose
                  (the "Agents"), and with such additional or successor Agents
                  as any Designated Officer shall select, in the form as the
                  Designated Officers executing and delivering the same on
                  behalf of the Company shall approve, such approval to be
                  conclusively evidenced by such officers execution,
                  acknowledgment and delivery of the Underwriting Agreement or
                  Distribution Agreements.

                                    RESOLVED that any Designated Officer be, and
                  each hereby is, authorized and directed to take, or cause to
                  be taken, any and all action which any such Designated Officer
                  may deem necessary or desirable to carry out the purpose and
                  intent of the foregoing resolutions (hereby ratifying and
                  confirming any and all actions taken heretofore or hereafter
                  to accomplish such purposes, all or singular), and to make,
                  execute and deliver, or cause to be made executed and
                  delivered, all agreements, undertakings, documents,
                  instruments or certificates in the name and on behalf of the
                  Company as any such Designated Officer may deem necessary or
                  desirable in connection therewith, and to perform, or cause to
                  be performed, the obligations of the Company under the
                  Securities, the Indenture, the Underwriting Agreement and the
                  Distribution Agreement (and any terms agreement thereunder)
                  and the Registration Statements, and to pay such fees and
                  expenses as, in their judgment, shall be proper or advisable.

                                    RESOLVED that the officers of the Company
                  be, and each of them hereby is, authorized to take all such
                  further action and to execute and deliver all such further
                  instruments and documents in the name and on behalf of the
                  Company with its corporate seal or otherwise and to pay such
                  fees and expenses as, in their judgment, shall be proper or
                  advisable in order to carry out the intent and to accomplish
                  the purposes of the foregoing resolutions.

<PAGE>   6
                                                                          Page 6



                  I further certify that the foregoing resolution has not been
modified, revoked, or rescinded and is in full force and effect.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of THE WILLIAMS COMPANIES, INC., this 21st day of June, 2000.


                                                      /s/  SHAWNA L. GEHRES
                                                 -------------------------------
                                                        Shawna L. Gehres
                                                            Secretary

(CORPORATE SEAL)

<PAGE>   7




                  I, the undersigned, SHAWNA L. GEHRES, Secretary of THE
WILLIAMS COMPANIES, INC., a Delaware company (hereinafter called the "Company"),
do hereby certify that at a meeting of the Board of Directors of the Company,
duly convened and held on July 25, 1999, at which a quorum of said Board was
present and acting throughout, the following resolution was duly adopted:

                                    RESOLVED that the officers of the Company
                  be, and each hereby is, authorized to execute and file with
                  the Securities and Exchange Commission under the Securities
                  Act of 1933, as amended, a shelf Registration Statement on
                  Form S-3, and all amendments and supplements thereto and all
                  required exhibits and documents in connection therewith, and
                  the Prospectus contained therein, and all amendments or
                  supplements thereto (the "Registration Statement"), with
                  respect to not more than one billion dollars ($1,000,000,000)
                  aggregate principal amount of Debt Securities (the
                  "Securities"), and to do, or cause to be done, all such other
                  acts and things as, in their opinion or in the opinion of any
                  of them, may be necessary or desirable and proper in order to
                  effect such filing or in order that such Registration
                  Statement and any such amendment or amendments may become
                  effective and may remain in effect as long as shall be
                  required.

                                    RESOLVED that the form of power of attorney
                  submitted to this meeting for use in connection with the
                  execution and filing, for and on behalf of the Company, of the
                  Registration Statement and any such amendments thereto
                  referred to in the preceding resolution, is hereby approved,
                  and the Chairman of the Board, the President, any Vice
                  President or the Treasurer of the Company is hereby authorized
                  to execute said power of attorney in the form so presented for
                  and on behalf of the Company.

                                    RESOLVED that Mr. William G. von Glahn,
                  Senior Vice President and General Counsel of The Williams
                  Companies, Inc., be, and he hereby is, designated as the
                  person authorized to receive notices and communications from
                  the Securities and Exchange Commission with respect to the
                  Registration Statement and any amendments thereto and that he
                  be, and he hereby is, designated the agent for service in
                  connection with any and all matters relating to the
                  Registration Statement; and that there hereby is conferred
                  upon him the powers enumerated in Rule 478 of the Rules and
                  Regulations promulgated under the Securities Act of 1933, as
                  amended.


<PAGE>   8
                                                                          Page 2


                                    RESOLVED that the officers of the Company
                  be, and each of them hereby is, authorized and directed in the
                  name and on behalf of the Company to take any and all actions
                  which such officers deem necessary or appropriate in order to
                  obtain a permit, register or qualify the Securities for
                  issuance and sale or to request an exemption from registration
                  of the Securities or to register or to obtain a license for
                  the Company as a dealer or broker under the securities laws of
                  such of the states of the United States of America and of such
                  foreign jurisdictions as such officers may deem necessary or
                  appropriate; and that in connection with such registrations,
                  permits, licenses, qualifications and exemptions, such
                  officers are authorized and directed to execute, acknowledge,
                  verify, deliver, file and publish all such applications,
                  reports, resolutions, irrevocable consents to service of
                  process, powers of attorney and other papers and instruments
                  as may be required under such laws, and to take any and all
                  further action which such officers deem necessary or
                  appropriate in order to maintain the registration in effect
                  for such time period as they may deem to be in the best
                  interests of the Company.

                                    RESOLVED that if an officer of the Company
                  shall so elect application may be made to the New York Stock
                  Exchange, Inc. and to the Pacific Stock Exchange for the
                  listing upon notice of issuance of the Securities and that the
                  Chairman of the Board, the President, any Vice President, the
                  Secretary or the Treasurer of the Company be, and each of them
                  hereby is, authorized and directed by the Company to prepare,
                  execute and file the applications required by such stock
                  exchange and to make such changes as may be necessary to
                  conform with requirements for the listing of the Securities,
                  to appear (if requested) before officials of such exchange, to
                  pay any fees required for such additional listing and to
                  perform all other acts and things as may be deemed necessary
                  to effect such listing.

                                    RESOLVED that the Chairman of the Board, the
                  President, any Vice President, or the Treasurer of the Company
                  (a "Designated Officer") be, and each of them hereby is,
                  authorized and empowered to execute, acknowledge and deliver,
                  for and on behalf of the Company, and under its corporate
                  seal, which its Secretary or any Assistant Secretary is hereby
                  authorized to affix and attest, one or more indentures,
                  including a subordinate indenture, between the Company and a
                  trustee to be determined by the officer executing such
                  indenture (the "Indenture") for the purpose of providing for
                  the issuance, registration, transfer, exchange and payment of
                  the Securities to be issued pursuant thereto, each such
                  Indenture to be in the form as the officers executing and
                  delivering the same on behalf of the Company shall approve,
                  such approval to be conclusively evidenced by such officer's
                  execution, acknowledgment and delivery of the Indenture.


<PAGE>   9
                                                                          Page 3



                                    RESOLVED that the Chairman of the Board, the
                  President, the Chief Financial Officer, or the Treasurer of
                  the Company be, and each hereby is, in accordance with the
                  foregoing resolutions and the limitations previously approved,
                  authorized to cause the Company to issue and sell one or more
                  series of the Securities and, in connection with any such
                  series, determine, approve or appoint, as the case may be:

                           (a)      the exact aggregate principal amount of the
                                    series of Securities, whether Securities of
                                    such series are to be issued as debentures,
                                    as notes or as any other evidences of
                                    indebtedness or in any combination thereof;

                           (b)      the designation of the Securities as senior
                                    or subordinated indebtedness of the Company;

                           (c)      whether each series of Securities shall be
                                    sold with or without competitive bidding,
                                    whether through a public offering or by
                                    private placement, or a combination thereof;

                           (d)      the terms and rights of the Securities,
                                    consistent with the terms of the respective
                                    Indenture and the Registration Statements;
                                    provided, however, that no such Securities
                                    shall be secured or convertible into any
                                    equity securities of the Company;

                           (e)      the maturity or maturities of the
                                    Securities;

                           (f)      the price to be received by the Company in
                                    any offering or sale of any of the
                                    Securities (which may be at a discount from
                                    the principal amount payable at maturity of
                                    such Securities), any public offering price
                                    and any discount received by, or commission
                                    paid to, any underwriters or agents;

                           (g)      the rate or rates at which the Securities
                                    shall bear interest, if any, which rate or
                                    rates may vary from time to time in
                                    accordance with a formula to be approved by
                                    any such officer;

                           (h)      the date or dates from which such interest
                                    shall accrue, the dates on which such
                                    interest shall be payable and the record
                                    date for the interest payable on any
                                    interest payment date and/or the method by
                                    which such rate or rates or date or dates
                                    shall be determined;


<PAGE>   10
                                                                          Page 4



                           (i)      the place or places, where the principal of
                                    (premium, if any) and interest, if any, on
                                    the Securities shall be payable;

                           (j)      the option, if any, of the Company to redeem
                                    the Securities in whole or in part and the
                                    period or periods within which, the price or
                                    prices at which and the terms and conditions
                                    upon which, Securities may be redeemed, in
                                    whole or in part, pursuant to such option or
                                    any sinking fund or otherwise;

                           (k)      the obligation, if any, of the Company to
                                    redeem, purchase or repay Securities
                                    pursuant to any mandatory redemption,
                                    sinking fund or analogous provisions or at
                                    the option of a holder thereof and the
                                    period or periods within which, the price or
                                    prices at which and the terms and conditions
                                    upon which, Securities shall be redeemed,
                                    purchased or repaid, in whole or in part,
                                    pursuant to such obligation or option;

                           (l)      the denominations and currencies, including
                                    U.S. dollars, foreign currencies and
                                    composite currencies, in which the
                                    Securities shall be issuable and payable and
                                    the election, if any, of holders of
                                    Securities to receive payment of principal
                                    (and premium, if any) and interest in a
                                    currency other than the currency in which
                                    such Securities were issued;

                           (m)      such other terms, conditions and provisions
                                    as any such officer shall deem appropriate;

                           (n)      the forms of the Securities; and

                           (o)      whether the Securities will be listed on the
                                    New York Stock Exchange.

                                    RESOLVED that any Designated Officer be, and
                  each hereby is, authorized to appoint one or more transfer
                  agents or registrars, depositories, authenticating or paying
                  agents, calculation agents, exchange rate agents and any other
                  agents with respect to the Securities, and to execute and
                  deliver, in the name and on behalf of the Company, any
                  agreement, instrument or document relating to any such
                  appointment, for the purpose of implementing and giving effect
                  to the provisions of each Indenture; provided, however, that
                  the Company may at any time elect to act in the capacity of
                  paying agent.


<PAGE>   11
                                                                          Page 5



                                    RESOLVED that any Designated Officer be, and
                  each hereby is, authorized and directed to execute and deliver
                  to the trustee for each Indenture an Issuer Order or Officer's
                  Certificate, as appropriate, referred to in the Indenture and
                  to perform on behalf of the Company such other procedures
                  acceptable to such trustee as may be necessary in order to
                  authorize the authentication and delivery by such trustee of
                  the Securities.
                                    RESOLVED that any Designated Officer be, and
                  each hereby is, authorized and directed to cause the Company
                  to enter into agreements (the "Underwriting Agreement" or
                  "Distribution Agreements"), with such investment banking
                  company or companies as any such Designated Officer may choose
                  (the "Agents"), and with such additional or successor Agents
                  as any Designated Officer shall select, in the form as the
                  Designated Officers executing and delivering the same on
                  behalf of the Company shall approve, such approval to be
                  conclusively evidenced by such officers execution,
                  acknowledgment and delivery of the Underwriting Agreement or
                  Distribution Agreements.

                                    RESOLVED that any Designated Officer be, and
                  each hereby is, authorized and directed to take, or cause to
                  be taken, any and all action which any such Designated Officer
                  may deem necessary or desirable to carry out the purpose and
                  intent of the foregoing resolutions (hereby ratifying and
                  confirming any and all actions taken heretofore or hereafter
                  to accomplish such purposes, all or singular), and to make,
                  execute and deliver, or cause to be made executed and
                  delivered, all agreements, undertakings, documents,
                  instruments or certificates in the name and on behalf of the
                  Company as any such Designated Officer may deem necessary or
                  desirable in connection therewith, and to perform, or cause to
                  be performed, the obligations of the Company under the
                  securities, the Indenture, the Underwriting Agreement and the
                  Distribution Agreement (and any terms agreement thereunder)
                  and the Registration Statements, and to pay such fees and
                  expenses as, in their judgment, shall be proper or advisable.

                                    RESOLVED that the officers of the Company
                  be, and each of them hereby is, authorized to take all such
                  further action and to execute and deliver all such further
                  instruments and documents in the name and on behalf of the
                  Company with its corporate seal or otherwise and to pay such
                  fees and expenses as, in their judgment, shall be proper or
                  advisable in order to carry out the intent and to accomplish
                  the purposes of the foregoing resolutions.


<PAGE>   12
                                                                          Page 6


                  I further certify that the foregoing resolution has not been
modified, revoked, or rescinded and is in full force and effect.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of THE WILLIAMS COMPANIES, INC., this 21st day of June, 2000.


                                                     /s/  SHAWNA L. GEHRES
                                                --------------------------------
                                                      Shawna L. Gehres
                                                         Secretary

(CORPORATE SEAL)


<PAGE>   13


                  I, the undersigned, SHAWNA L. GEHRES, Secretary of THE
WILLIAMS COMPANIES, INC., a Delaware company (hereinafter called the "Company"),
do hereby certify that at a meeting of the Board of Directors of the Company,
duly convened and held on January 23, 2000, at which a quorum of said Board was
present and acting throughout, the following resolution was duly adopted:

                                    RESOLVED that the resolutions of the Board
                  of Directors adopted on July 26, 1998, and July 25, 1999, each
                  authorizing the Company to register and issue up to one
                  billion dollars of debt securities and preferred stock of the
                  Company, be, and each of them hereby is, amended to include,
                  in addition to the authority previously granted, authority to
                  register and issue equity hybrid securities and other
                  securities convertible into equity securities of the Company
                  and that such resolutions shall otherwise remain in full force
                  and effect;

                           RESOLVED that the officers of the Company be, and
                  each of them hereby is, authorized to take such action, for
                  and on behalf of the Company, as may be necessary or desirable
                  to effect the intent of the foregoing resolution, including,
                  without limitation, filing a post-effective amendment with the
                  Securities and Exchange Commission to amend the Company's
                  Registration Statement on Form S-3 (File Number 333-66141) to
                  include the additional types of securities authorized herein.

                  I further certify that the foregoing resolution has not been
modified, revoked, or rescinded and is in full force and effect.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of THE WILLIAMS COMPANIES, INC., this 21st day of June, 2000.


                                                  /s/ SHAWNA L. GEHRES
                                                ------------------------
                                                    Shawna L. Gehres
                                                       Secretary

(CORPORATE SEAL)




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>FORM T-1 STATEMENT OF ELIGIBILITY - SENIOR DEBT
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 25.1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                      UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
                  OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) __

                           -------------------------

                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
               (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION                                   31-0838515
                                                             (I.R.S. EMPLOYER
                                                          IDENTIFICATION NUMBER)

100 EAST BROAD STREET, COLUMBUS, OHIO                            43271-0181
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                         (ZIP CODE)

                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
                        1 BANK ONE PLAZA, SUITE IL1-0126
                          CHICAGO, ILLINOIS 60670-0126
             ATTN: SANDRA L. CARUBA, VICE PRESIDENT, (312) 336-9436
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)


                           -------------------------
                          THE WILLIAMS COMPANIES, INC.
               (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)



           DELAWARE                                       73-0569878
(STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)


ONE WILLIAMS CENTER
TULSA, OKLAHOMA                                                   74172
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                        (ZIP CODE)

                                 DEBT SECURITIES
                         (TITLE OF INDENTURE SECURITIES)


<PAGE>   2


ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
               INFORMATION AS TO THE TRUSTEE:

               (a) NAME AND ADDRESS OF EACH EXAMINING OR
               SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

               Comptroller of Currency, Washington, D.C.;
               Federal Deposit Insurance Corporation,
               Washington, D.C.; The Board of Governors of
               the Federal Reserve System, Washington D.C.

               (b) WHETHER IT IS AUTHORIZED TO EXERCISE
               CORPORATE TRUST POWERS.

               The trustee is authorized to exercise corporate
               trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
               IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
               SUCH AFFILIATION.

               No such affiliation exists with the trustee.


ITEM 16.       LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
               PART OF THIS STATEMENT OF ELIGIBILITY.

               1.   A copy of the articles of association of the
                    trustee now in effect.*

               2.   A copy of the certificate of authority of the
                    trustee to commence business.*

               3.   A copy of the authorization of the trustee to
                    exercise corporate trust powers.*

               4.   A copy of the existing by-laws of the trustee.*

               5.   Not Applicable.

               6.   The consent of the trustee required by
                    Section 321(b) of the Act.


<PAGE>   3


               7.   A copy of the latest report of condition of the
                    trustee published pursuant to law or the
                    requirements of its supervising or examining
                    authority.

               8.   Not Applicable.

               9.   Not Applicable.


     Pursuant to the requirements of the Trust Indenture Act of 1939, as
     amended, the trustee, Bank One Trust Company, National Association, a
     national banking association organized and existing under the laws of the
     United States of America, has duly caused this Statement of Eligibility to
     be signed on its behalf by the undersigned, thereunto duly authorized, all
     in the City of Chicago and State of Illinois, on the 5th day of June, 2000.


                    BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
                    TRUSTEE

                    BY /S/ SANDRA L. CARUBA
                       --------------------
                       SANDRA L. CARUBA
                       VICE PRESIDENT






*EXHIBITS 1, 2, 3, AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS
BEARING IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF BANK ONE TRUST COMPANY,
NATIONAL ASSOCIATION, FILED AS EXHIBIT 25 TO THE REGISTRATION STATEMENT ON FORM
S-4 OF U S WEST COMMUNICATIONS, INC., FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON MARCH 24, 2000 (REGISTRATION NO. 333-32124).


<PAGE>   4


                                    EXHIBIT 6



                       THE CONSENT OF THE TRUSTEE REQUIRED
                          BY SECTION 321(b) OF THE ACT


                                        June 5, 2000



Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

In connection with the qualification of an indenture between The Williams
Companies, Inc. and Bank One Trust Company, National Association, as Trustee,
the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.


                    Very truly yours,

                    BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION



                    BY: /S/ SANDRA L. CARUBA
                       -------------------------
                           SANDRA L. CARUBA
                           VICE PRESIDENT


<PAGE>   5


                                    EXHIBIT 7

<TABLE>
<S>                        <C>                                <C>                       <C>                <C>
Legal Title of Bank:       Bank One Trust Company, N.A.       Call Date: 03/31/00       State #: 391581    FFIEC 032
Address:                   100 Broad Street                   Vendor ID: D              Cert #: 21377      Page RC-1
City, State  Zip:          Columbus, OH 43271                 Transit #: 04400003
</TABLE>

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 2000

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET


<TABLE>
<CAPTION>
                                                                                           DOLLAR AMOUNTS IN THOUSANDS      C300
                                                                                           RCON      BIL MIL THOU         --------
                                                                                           ----      ------------
<S>                                                                                        <C>       <C>                  <C>
ASSETS
1.  Cash and balances due from depository institutions (from Schedule
    RC-A):                                                                                 RCON
                                                                                           ----
    a. Noninterest-bearing balances and currency and coin(1) ....................          0081          48,450              1.a
    b. Interest-bearing balances(2)..............................................          0071          17,750              1.b
2.  Securities
    a. Held-to-maturity securities(from Schedule RC-B, column A) ................          1754               0              2.a
    b. Available-for-sale securities (from Schedule RC-B, column D)..............          1773           5,714              2.b
3.  Federal funds sold and securities purchased under agreements to
    resell ......................................................................          1350         396,644              3.
4.  Loans and lease financing receivables:                                                 RCON
    a. Loans and leases, net of unearned income (from Schedule                             ----
    RC-C)........................................................................          2122          87,817              4.a
    b. LESS: Allowance for loan and lease losses.................................          3123              10              4.b
    c. LESS: Allocated transfer risk reserve.....................................          3128               0              4.c
                                                                                           RCON
    d. Loans and leases, net of unearned income, allowance, and                            ----
       reserve (item 4.a minus 4.b and 4.c)......................................          2125          87,807              4.d
5.  Trading assets (from Schedule RD-D)..........................................          3545               0              5.
6.  Premises and fixed assets (including capitalized leases) ....................          2145          25,200              6.
7.  Other real estate owned (from Schedule RC-M) ................................          2150               0              7.
8.  Investments in unconsolidated subsidiaries and associated
    companies (from Schedule RC-M)...............................................          2130               0              8.
9.  Customers' liability to this bank on acceptances outstanding ................          2155               0              9.
10. Intangible assets (from Schedule RC-M).......................................          2143          26,345             10.
11. Other assets (from Schedule RC-F)............................................          2160         176,297             11.
12. Total assets (sum of items 1 through 11).....................................          2170         784,207             12.
</TABLE>

- -----------
(1)  Includes cash items in process of collection and unposted debits.
(2)  Includes time certificates of deposit not held for trading.


<PAGE>   6


<TABLE>
<S>                        <C>                                <C>                       <C>                <C>
Legal Title of Bank:       Bank One Trust Company, N.A.       Call Date: 03/31/00       State #: 391581    FFIEC 032
Address:                   100 East Broad Street              Vendor ID: D              Cert #: 21377      Page RC-1
City, State  Zip:          Columbus, OH 43271                 Transit #: 04400003
</TABLE>

SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
                                                                                                   DOLLAR AMOUNTS IN
                                                                                                       THOUSANDS
                                                                                                       ---------
<S>                                                                                        <C>       <C>                  <C>
LIABILITIES
13. Deposits:                                                                              RCON
    a. In domestic offices (sum of totals of columns A and C                               ----
       from Schedule RC-E, part 1)...............................................          2200         567,764             13.a
       (1) Noninterest-bearing(1)................................................          6631         506,455             13.a1
       (2) Interest-bearing......................................................          6636          61,309             13.a2

    b. In foreign offices, Edge and Agreement subsidiaries, and
       IBFs (from Schedule RC-E, part II)........................................
       (1) Noninterest bearing...................................................
       (2) Interest-bearing......................................................
14. Federal funds purchased and securities sold under agreements
    to repurchase: ..............................................................          RCFD 2800          0             14
15. a. Demand notes issued to the U.S. Treasury .................................          RCON 2840          0             15.a
    b. Trading Liabilities(from Schedule RC-D)...................................          RCFD 3548          0             15.b

16. Other borrowed money:                                                                  RCON
                                                                                           ----
    a. With original maturity of one year or less................................          2332               0             16.a
    b. With original  maturity of more than one year.............................          A547               0             16.b
    c.  With original maturity of more than three years..........................          A548               0             16.c

17. Not applicable
18. Bank's liability on acceptance executed and outstanding .....................          2920               0             18.
19. Subordinated notes and debentures............................................          3200               0             19.
20. Other liabilities (from Schedule RC-G).......................................          2930          83,885             20.
21. Total liabilities (sum of items 13 through 20)...............................          2948         651,649             21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus................................          3838               0             23.
24. Common stock.................................................................          3230             800             24.
25. Surplus (exclude all surplus related to preferred stock) ....................          3839          45,157             25.
26. a. Undivided profits and capital reserves....................................          3632          86,585             26.a
    b. Net unrealized holding gains (losses) on available-for-sale
       securities................................................................          8434              16             26.b
    c. Accumulated net gains (losses) on cash flow hedges........................          4336               0             26.c
27. Cumulative foreign currency translation adjustments
28. Total equity capital (sum of items 23 through 27) ...........................          3210         132,558             28.
29. Total liabilities, limited-life preferred stock, and equity
    capital (sum of items 21, 22, and 28)........................................          3300         784,207             29.
</TABLE>

Memorandum
To be reported only with the March Report of Condition.
1.   Indicate in the box at the right the number of the statement below that
     best describes the most comprehensive level of auditing work performed for
     the bank by independent external Number auditors as of any date during
     1996..................................................RCFD 6724..........
     N/A       M.1.

1 =  Independent audit of the bank conducted in accordance with generally
     accepted auditing standards by a certified public accounting firm which
     submits a report on the bank

2 =  Independent audit of the bank's parent holding company conducted in
     accordance with generally accepted auditing standards by a certified public
     accounting firm which submits a report on the consolidated holding company
     (but not on the bank separately)

3 =  Directors' examination of the bank conducted in accordance with generally
     accepted auditing standards by a certified public accounting firm (may be
     required by state chartering authority)

4. = Directors' examination of the bank performed by other external auditors
     (may be required by state chartering authority)

5 =  Review of the bank's financial statements by external auditors

6 =  Compilation of the bank's financial statements by external auditors

7 =  Other audit procedures (excluding tax preparation work)

8 =  No external audit work

- ------------
(1)  Includes total demand deposits and noninterest-bearing time and savings
     deposits.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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