<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>5
<FILENAME>d95716a1exv23w3.txt
<DESCRIPTION>CONSENT OF WHITE & CASE LLP
<TEXT>
<PAGE>
                                                                    EXHIBIT 23.3

                           CONSENT OF WHITE & CASE LLP







SPECIAL TAX COUNSEL'S CONSENT





         We consent to the reference to our firm in the Amendment No. 1 to Form
S-4 Registration Statement of The Williams Companies, Inc. dated May 28, 2002,
under the headings "Federal Income Tax Consequences" and "Legal Matters." In
giving this consent, we do not hereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.








WHITE & CASE LLP
Washington, D.C.




May 28, 2002


</TEXT>
</DOCUMENT>
