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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950134-02-001875.txt : 20020415
<SEC-HEADER>0000950134-02-001875.hdr.sgml : 20020415
ACCESSION NUMBER:		0000950134-02-001875
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020307
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020307

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:		02569365

	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>d94800e8-k.txt
<DESCRIPTION>FORM 8-K
<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): March 7, 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.

           On March 7, 2002, The Williams Companies, Inc. (NYSE:WMB) announced
it had entered into an agreement for the sale of $275 million of its 9-7/8
percent cumulative convertible preferred stock to MEHC Investment, Inc., a
wholly owned subsidiary of MidAmerican Energy Holdings Company, and a member of
the Berkshire Hathaway family of companies. MEHC Investment will acquire
1,466,667 shares of the security at a purchase price of $187.50 per share,
pursuant to a stock purchase agreement between the companies. Each share of the
security is convertible into 10 shares of Williams' common stock. The
transaction, which is subject to certain conditions that include the closing of
Williams' sale of its Kern River interstate gas pipeline business to
MidAmerican, is expected to close before March 31, 2002.

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 March 7,
                           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: March 7, 2002                      /s/ William G. von Glahn
                                     ------------------------------------------
                                         Name:    William G. von Glahn
                                         Title:   Senior Vice President and
                                                  General Counsel


                                        2
<PAGE>


                                INDEX TO EXHIBITS


<Table>
<Caption>
EXHIBIT
NUMBER          DESCRIPTION
- ------          -----------
<S>             <C>
99.1            Copy of Williams' press release dated March 7, 2002, publicly
                announcing the matters reported herein.
</Table>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>d94800ex99-1.txt
<DESCRIPTION>COPY OF PRESS RELEASE DATED MARCH 7, 2002
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1

                                                                 [WILLIAMS LOGO]


NEWS RELEASE

NYSE: WMB

================================================================================

DATE:              March 7, 2002

<Table>
<S>                <C>                                 <C>                               <C>
CONTACT:            Ellen Averill                      Rick Rodekohr                      Richard George
                    Williams (media relations)         Williams (investor relations)      Williams (investor relations)
                    (918) 573-6476                     (918) 573-2087                     (918) 573-3679
                    ellen.averill@williams.com         rick.rodekohr@williams.com         richard.george@williams.com
</Table>


                      WILLIAMS RAISES $275 MILLION IN SALE
      OF CUMULATIVE CONVERTIBLE PREFERRED STOCK TO BERKSHIRE HATHAWAY UNIT

         TULSA, Okla. - Williams [NYSE:WMB] has entered into an agreement for
the sale of $275 million of a 9-7/8 percent cumulative convertible preferred
stock to MEHC Investment, Inc., a wholly owned subsidiary of MidAmerican
Energy Holdings Company, and a member of the Berkshire Hathaway family of
companies.

         MEHC Investment will acquire 1,466,667 shares of the security at a
purchase price of $187.50 per share, pursuant to a stock purchase agreement
between the companies. Each share of the security is convertible into 10 shares
of Williams common stock. The transaction, which is subject to certain
conditions that include the closing of Williams' sale of its Kern River
interstate gas pipeline business to MidAmerican, is expected to close before
March 31.

         "We believe this equity investment, along with the additional steps
we've taken or are in the process of taking, gives us a level of financial
strength and flexibility comparable to, or better than, that which was the basis
for the rating agencies' reaffirmation of our investment-grade credit ratings,"
said Keith Bailey, Williams chairman. "The fact that our newest long-term
stockholder is viewed by many as being the most astute value investor in the
market today, represents a strong endorsement of our strategy and our future
prospects for solid business performance."

         "We are very pleased to make a significant investment in Williams,"
said David L. Sokol, MidAmerican chairman and chief executive officer. "Williams
has consistently been one of the highest-quality players in the energy industry.
We look forward to a long-term relationship with them."

<PAGE>

         "I echo David's comments about a long-term relationship with Williams,"
said Warren E. Buffett, chairman and chief executive officer of Berkshire
Hathaway Inc. "Williams has all the fundamentals in place -- solid assets,
strong demand for its products and a reputation for excellent customer service."

Lehman Brothers acted as financial adviser to Williams in connection with the
transaction.

ABOUT WILLIAMS

Williams, through its subsidiaries, connects businesses to energy, delivering
innovative, reliable products and services. Williams' information is available
at www.williams.com.

ABOUT MIDAMERICAN ENERGY HOLDINGS COMPANY

MidAmerican Energy Holdings Company, headquartered in Des Moines, Iowa, is a
privately owned global energy provider. The company has 10,000 employees and
provides electric and natural gas service to approximately 5 million customers.
The company has approximately 10,000 net megawatts of diversified power
generation under ownership, contract and in operation, construction and advanced
development. Information on MidAmerican and its three principal business
platforms, CalEnergy Generation, MidAmerican Energy, and Northern Electric, is
available on the Internet at www.midamerican.com.

ABOUT BERKSHIRE HATHAWAY

Berkshire Hathaway Inc. is a holding company owning subsidiaries engaged in a
number of diverse business activities. The most important of these is the
property and casualty insurance business conducted on both a direct and
reinsurance basis through a number of subsidiaries.

                                       ###


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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