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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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MIC-Info: RSA-MD5,RSA,
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 KFo4ypx3kwqhy8mXdIzKPw==

<SEC-DOCUMENT>0000950134-02-003113.txt : 20020415
<SEC-HEADER>0000950134-02-003113.hdr.sgml : 20020415
ACCESSION NUMBER:		0000950134-02-003113
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020329
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020401

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:		02597630

	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>d95642e8-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 29, 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 29, 2002, The Williams Companies, Inc. (NYSE:WMB) announced
it had paid $753 million related to Williams Communications Group, Inc.'s
(NYSE:WCGR) purchase of certain telecommunications facilities that WCGR had been
leasing. In return, Williams will receive an instrument of unsecured debt from
WCG in the same amount.

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 29,
                           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: April 1, 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 March 29, 2002, publicly
                  announcing the matters reported herein.
</Table>



                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>d95642ex99-1.txt
<DESCRIPTION>PRESS RELEASE DATED MARCH 29, 2002
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1

NEWS RELEASE                                                     [WILLIAMS LOGO]

NYSE: WMB

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


DATE:          March 29, 2002


<Table>
<S>         <C>                           <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 MEETS FINAL MAJOR OBLIGATION TO FORMER
                            TELECOMMUNICATIONS UNIT

           TULSA, Okla. - Williams (NYSE: WMB) today announced it has paid $753
million related to Williams Communications Group, Inc.'s (NYSE:WCGR) purchase of
certain telecommunications facilities that WCGR had been leasing. In return,
Williams will receive an instrument of unsecured debt from WCG in the same
amount.
           Williams announced on March 11 that it was prepared to perform on the
obligation, which is the company's last major contingent liability related to
WCGR. The financial impact was reported on March 7 in Williams' 2001 earnings
report.

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.

                                       ###


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>
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