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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950134-02-004176.txt : 20020425
<SEC-HEADER>0000950134-02-004176.hdr.sgml : 20020425
ACCESSION NUMBER:		0000950134-02-004176
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020422
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020425

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:		02620990

	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>d96305e8-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): April 22, 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. (NYSE:WMB) reported on April 22, 2002,
that it is prepared for the bankruptcy filing of its former telecommunications
subsidiary and already has mitigated the impact to Williams' shareholders
through actions related to Williams Communications Group, Inc.'s (OTC:WCGR)
structured notes and a network lease obligation.

           Currently, the recorded carrying value of these WCGR obligations to
Williams is approximately $455 million (written down from $2.3 billion).
Additionally, WCGR has an obligation to Williams for the lease of its
headquarters building and certain other assets such as airplanes, furniture and
fixtures. Williams' current carrying amount of this receivable is $154 million.
Williams is assessing whether additional non-cash write-downs will be necessary
based on its evaluation of WCGR's current prospects and the details of WCGR's
bankruptcy filing.

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 April 22,
                           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 25, 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 April 22, 2002, publicly
         announcing the matters reported herein.
</Table>


                                       3



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>d96305ex99-1.txt
<DESCRIPTION>PRESS RELEASE DATED APRIL 22, 2002
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1

[WILLIAMS LOGO]

- --------------------------------------------------------------------------------
04/22/2002

WILLIAMS PREPARED TO DEAL WITH BANKRUPTCY OF FORMER TELECOMMUNICATIONS
SUBSIDIARY

TULSA, OKLA. -- Williams (NYSE:WMB) said today that it is prepared for the
bankruptcy filing of its former telecommunications subsidiary and already has
mitigated the impact to Williams' shareholders through actions related to
Williams Communications Group's (OTC:WCGR) structured notes and a network lease
obligation.

"As previously disclosed, we have already constructively dealt with the two
major contingent liabilities related to Williams Communications Group that would
have been triggered by a bankruptcy filing," said Steve Malcolm, president a
chief executive officer of Williams.

"We've already written down the receivable from WCGR to approximately 20 cents
on the dollar related to the obligations referenced above. We are assessing
whether additional non-cash write-downs will be necessary based on our
evaluation of WCGR's current prospects and the details of today's filing,"
Malcolm said.

Currently, the recorded carrying value of these WCGR obligations to Williams is
approximately $455 million (written down from $2.3 billion). Additionally, WCGR
has an obligation to Williams for the lease of its headquarters building and
certain other assets such as airplanes, furniture and fixtures. Williams'
current carrying amount of this receivable is $154 million.

"It is not possible to speculate regarding the ultimate resolution of WCGR's
bankruptcy. As one of three major creditor groups, however, Williams plans to
continue to participate in constructive dialogue with the other parties in the
hopes that WCGR can work through and emerge from the bankruptcy process in a
fashion that yields the maximum possible recovery," Malcolm said.

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. Commission.



                                       4
<PAGE>


CONTACT INFORMATION:

<Table>
<S>                            <C>                            <C>
Jim Gipson (media)             Jay Henderson (investors)      Richard George (investors)
(918) 573-2111                 (918) 573-3879                 (918) 573-3679
jim.gipson@williams.com        jay.henderson@williams.com     richard.george@williams.com
</Table>


                                       5

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