<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>8
<FILENAME>s587066.txt
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                                                                EXHIBIT 8.1

          [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]



                                                              January 14, 2002


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

                        Re: Offering of FELINE PACS

Ladies and Gentlemen:

                  We have acted as counsel to The Williams Companies, Inc.,
a Delaware corporation (the "Company"), in connection with the preparation
of the Prospectus Supplement, dated January 7, 2002 (the "Prospectus
Supplement"), relating to certain investment units (the "FELINE PACS"),
initially comprised of purchase contracts to purchase shares of common
stock of the Company, par value $1.00 per share, and senior notes due 2007
(the "Notes") issued by the Company.

                  In connection with this opinion, we have examined and
relied on originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Underwriting Agreement, dated January 7, 2002,
among Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith
Barney Inc. and the Company, (ii) the Registration Statement on Form S-3
(File No. 333-73326) of the Company filed with the Securities and Exchange
Commission (the "Commission") on November 14, 2001 under the Securities Act
of 1933, as amended (the "Securities Act"), and Amendment No. 1 thereto,
filed with the Commission on December 24, 2001 under the Securities Act,
(iii) the Prospectus of the Company, dated December 27, 2001, (iv) the
Prospectus Supplement, (v) the Indenture, dated November 10, 1997, between
the Company and Bank One Trust Company, N.A., as trustee (the "Trustee"),
as supplemented by the Sixth Supplemental Indenture, dated as of January
14, 2002, between the Company and the Trustee, (vi) the Purchase Contract
Agreement, dated January 14, 2002, between the Company and JPMorgan Chase
Bank, as Purchase Contract Agent, and (vii) such other documents,
certificates, and records as we have deemed necessary or appropriate as a
basis for the opinion set forth herein. We have also relied upon statements
and representations made to us by representatives of the Company. For
purposes of this opinion, we have assumed the validity and the initial and
continuing accuracy of the documents, certificates, records, statements,
and representations referred to above.

                  In our examination, we have assumed the legal capacity of
all natural persons, the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies, and the authenticity of the originals of such latter
documents. In making our examination of documents executed, or to be
executed, by the parties indicated therein, we have assumed that each party
has, or will have, the power, corporate or other, to enter into and perform
all obligations thereunder, and we have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by
each party indicated in the documents and that such documents constitute,
or will constitute, valid and binding obligations of each party.

                  In rendering our opinion, we have considered the
applicable provisions of the Internal Revenue Code of 1986, as amended,
Treasury Department regulations promulgated thereunder, pertinent judicial
authorities, interpretive rulings of the Internal Revenue Service, and such
other authorities as we have considered relevant. It should be noted that
statutes, regulations, judicial decisions, and administrative
interpretations are subject to change or differing interpretations,
possibly with retroactive effect. There can be no assurance, moreover, that
the opinion expressed herein will be accepted by the Internal Revenue
Service or, if challenged, by a court of law. A change in the authorities
or the accuracy or completeness of any of the information, documents,
certificates, records, statements, representations, covenants, or
assumptions on which our opinion is based could affect our conclusions.
This opinion is expressed as of the date hereof, and we are under no
obligation to supplement or revise our opinion to reflect any changes
(including changes that have retroactive effect) in applicable law or any
information, document, certificate, record, statement, representation,
covenant, or assumption relied upon herein that becomes incorrect or
untrue.

                  Based upon the foregoing and in reliance thereon, and
subject to the qualifications, exceptions, assumptions, and limitations
contained therein, we are of the opinion that:

                  (1) although the discussion set forth in the Prospectus
Supplement under the heading "CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES" does not purport to discuss all possible United States
federal income tax consequences of the purchase, ownership, and disposition
of the FELINE PACS, such discussion constitutes, in all material respects,
a fair and accurate summary of the United States federal income tax
consequences of the purchase, ownership, and disposition of the FELINE
PACS, based upon current United States federal income tax law; and

                  (2) the Notes will be treated as indebtedness of the
Company for United States federal income tax purposes.

                  We express no opinion concerning any tax consequences
associated with the FELINE PACS other than those specifically set forth
herein.

                  This opinion is delivered to you solely for use in
connection with the Prospectus Supplement and is not to be used,
circulated, quoted, or otherwise referred to for any other purpose, or
relied upon by any other person, without our express written permission. In
accordance with the requirements of Item 601(b)(23) of Regulation S-K under
the Securities Act, we hereby consent to the filing of this opinion as an
exhibit to the Prospectus Supplement and to the reference to our firm in
the Prospectus Supplement. In giving such consent, we do not hereby admit
that we are in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules or regulations of the
Commission thereunder.

                                                   Very truly yours,

                                                   /s/ Skadden, Arps, Slate,
                                                         Meagher & Flom LLP


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