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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950134-02-013129.txt : 20021030
<SEC-HEADER>0000950134-02-013129.hdr.sgml : 20021030
<ACCEPTANCE-DATETIME>20021030171554
ACCESSION NUMBER:		0000950134-02-013129
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20021030
ITEM INFORMATION:		
FILED AS OF DATE:		20021030

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:		02803576

	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>d00796e8vk.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): October 30, 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)


<PAGE>


Item 9.  Regulation FD Disclosure.

           The Williams Companies, Inc. ("Williams") wishes to disclose for
Regulation FD purposes its press release dated October 30, 2002, filed herewith
as Exhibit 99.

           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: October 30, 2002                /s/ Suzanne H. Costin
                                      --------------------------------------
                                      Name:  Suzanne H. Costin
                                      Title: Corporate Secretary




<PAGE>


                                INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER            DESCRIPTION
- -------           -----------
<S>               <C>
  99              Copy of Williams' press release dated October 30, 2002.
</Table>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>d00796exv99.txt
<DESCRIPTION>PRESS RELEASE DATED OCTOBER 30, 2002
<TEXT>
<PAGE>

                                                                      EXHIBIT 99

[WILLIAMS LOGO]

                                   ----------
   OCTOBER 30, 2002

                                   ----------

               WILLIAMS SIGNS AGREEMENT TO SELL TRAVEL CENTERS FOR
                                  $190 MILLION

TULSA, OKLA. -- Williams (NYSE:WMB) announced today that it has signed a
definitive agreement to sell its retail travel center operations for
approximately $190 million cash, including fuel inventory, merchandise and
supplies.

Steve Malcolm, chairman, president and chief executive officer, said, "We are
executing our plan to rebuild our finances. We're continuing to optimize our
cash position, reduce debt and focus on core businesses like gas pipelines,
natural gas production and midstream services such as gathering and processing."

The purchaser is Knoxville, Tenn.-based Pilot Travel Centers LLC. Pilot Travel
Centers is a joint venture 50 percent owned by Pilot Corporation and 50 percent
owned by Marathon Ashland Petroleum LLC.

The sale is projected to close in 60 days, subject to completion of the
necessary closing conditions and Hart-Scott-Rodino review. The asset package is
comprised of 60 travel centers in 15 states. The store network stretches from
Arizona to Florida and is concentrated in the Ohio Valley and the southeastern
United States.

Proceeds from the sale will be used to retire $109.2 million of debt associated
with the travel centers and for general corporate purposes. Williams
TravelCenters, Inc., based in Nashville, Tenn., employs about 2,000 people.

Phil Wright, who was recently named Williams' chief restructuring officer in
charge of asset sales, said, "In addition to reducing debt, the transaction adds
a great deal of value from a practical standpoint. It raises cash, eliminates
general and administrative expenses for a sizeable workforce and removes a
credit issue with obtaining supply."

As a result of the sale, Williams expects to record a pre-tax impairment charge
to earnings in the third quarter of approximately $115 million.

ABOUT WILLIAMS (NYSE: WMB)

Williams moves, manages and markets a variety of energy products, including
natural gas, liquid hydrocarbons, petroleum and electricity. Based in Tulsa,
Okla., Williams' operations span the energy value chain from wellhead to burner
tip. Company 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.

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

CONTACT INFORMATION:

<Table>
<S>                         <C>                            <C>             <C>
        Kelly Swan          Williams Media Relations       918-573-6932    kelly.swan@williams.com
        Richard George      Williams Investor Relations    918-573-3679    richard.george@williams.com
</Table>


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