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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950134-02-000041.txt : 20020413
<SEC-HEADER>0000950134-02-000041.hdr.sgml : 20020413
ACCESSION NUMBER:		0000950134-02-000041
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020104
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020104

FILER:

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

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04174
		FILM NUMBER:		2501619

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

	MAIL ADDRESS:	
		STREET 1:		ONE WILLIAM CENTER
		CITY:			TULSA
		STATE:			OK
		ZIP:			74172

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WILLIAMS BROTHERS COMPANIES
		DATE OF NAME CHANGE:	19710817
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d93256e8-k.txt
<DESCRIPTION>FORM 8-K THE WILLIAMS COMPANIES INC
<TEXT>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): January 4, 2002
                                                          ---------------

                          The Williams Companies, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

   Delaware                           1-4174                      73-0569878
- ---------------                    ------------              -------------------
(State or other                    (Commission                (I.R.S. Employer
jurisdiction of                    File Number)              Identification No.)
 incorporation)

  One Williams Center, Tulsa, Oklahoma                                  74172
- ----------------------------------------                              ----------
(Address of principal executive offices)                              (Zip Code)

        Registrant's telephone number, including area code: 918/573-2000
                                                            ------------

                                 Not Applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)





                                       1
<PAGE>

Item 5. Other Events.

     The Williams Companies, Inc. ("Williams") announced today that it plans to
offer at least $1 billion in publicly traded units, called FELINE PACS(SM), next
week, subject to market conditions, as part of a previously announced plan to
maintain its investment-grade credit ratings.

Item 7. Financial Statements and Exhibits.

        Williams files the following exhibit as part of this report:

        Exhibit 99.1 Copy of Williams' press release dated January 4, 2002,
                     publicly announcing the matters reported herein.

     Pursuant to the requirements of the Securities Exchange Act of 1934,
Williams has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       THE WILLIAMS COMPANIES, INC.

Date: January 4, 2002                  /s/ Suzanne H. Costin
                                       -----------------------------------------
                                       Name: Suzanne H. Costin
                                       Title: Corporate Secretary

                                       2
<PAGE>

                                INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER            DESCRIPTION
- -------           -----------

<S>               <C>
99.1              Copy of Williams' press release dated January 4, 2002, publicly announcing the matters
                  reported herein.
</Table>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>d93256ex99-1.txt
<DESCRIPTION>COPY OF PRESS RELEASE
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1

NEWS RELEASE                                                     [WILLIAMS LOGO]

NYSE: WMB

DATE: Jan. 4, 2002

<Table>
<S>                                      <C>                                <C>
CONTACT:  Jim Gipson                     Rick Rodekohr                      Richard George
          Williams (media relations)     Williams (investor relations)      Williams (investor relations)
          (918) 573-2111                 (918) 573-2087                     (918) 573-3679
          jim.gipson@williams.com        rick.rodekohr@williams.com         richard.george@williams.com
</Table>

WILLIAMS ANNOUNCES INTENTION TO SELL PUBLICLY TRADED UNITS

     TULSA, Okla. - Williams (NYSE:WMB) announced today it plans to offer $1
billion in publicly traded units, called FELINE PACS(SM), next week, subject to
market conditions, as part of a previously announced plan to maintain the
company's investment-grade credit ratings.

     The offering is expected to consist of publicly traded units that include a
senior debt security and an equity purchase contract. The debt will have a term
of five years, and the equity purchase contract will require the company to
deliver Williams common stock to holders after three years at a previously
agreed rate. The securities will be issued pursuant to Williams' existing shelf
registration statement on file with the Securities and Exchange Commission.

     Net proceeds of the offering will be used as part of a balance sheet
strengthening plan announced on Dec. 19 to fund the company's capital program,
repay commercial paper and other short-term debt and for general corporate
purposes. Additional information on the offering will be available by Monday,
when the preliminary prospectus supplement is filed with the Securities and
Exchange Commission.

     Williams has appointed Merrill Lynch & Co. and Salomon Smith Barney Inc. as
the joint-lead managers for the offering.

     This news release is not an offer to sell or a solicitation of an offer to
buy any security. Any such offer may only be made by means of the preliminary
prospectus supplement and the related prospectus, copies of which may be
obtained starting Monday from the joint-lead managers.

<PAGE>

ABOUT WILLIAMS (NYSE: WMB)

Williams, through its subsidiaries, connects businesses to energy, delivering
innovative, reliable products and services. Williams information is available at
www.williams.com. SM Service mark of Merrill Lynch & Co, Inc.

                                       ###

Portions of this document may constitute "forward-looking statements" as defined
by federal law. Although the company believes any such statements are based on
reasonable assumptions, there is no assurance that actual outcomes will not be
materially different. Any such statements are made in reliance on the "safe
harbor" protections provided under the Private Securities Reform Act of 1995.
Additional information about issues that could lead to material changes in
performance is contained in the company's annual reports filed with the
Securities and Exchange Commission.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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