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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000950134-02-015841.txt : 20021219
<SEC-HEADER>0000950134-02-015841.hdr.sgml : 20021219
<ACCEPTANCE-DATETIME>20021219160902
ACCESSION NUMBER:		0000950134-02-015841
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20021217
ITEM INFORMATION:		
FILED AS OF DATE:		20021219

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:		02863210

	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>d02121e8vk.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): December 17, 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. wishes to disclose for Regulation FD
purposes its press releases dated December 17, 2002 and December 19, 2002, filed
herewith as Exhibits 99.1 and 99.2.

         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: December 19, 2002                         /s/ Brian K. Shore
                                             --------------------------------
                                             Name:    Brian K. Shore
                                             Title:   Corporate Secretary


<PAGE>


                                INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER            DESCRIPTION
- ------            -----------
<S>               <C>
   99.1           Copy of Williams' press release dated December 17, 2002.

   99.2           Copy of Williams' press release dated December 19, 2002.
</Table>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>d02121exv99w1.txt
<DESCRIPTION>PRESS RELEASE DATED DECEMBER 17, 2002
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1


NEWSRELEASE                                                     [WILLIAM'S LOGO]



NYSE: WMB                                          LEADING ENERGY SOLUTIONS(SM)

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

DATE:             Dec. 17, 2002

<Table>
<S>                 <C>                                <C>                                <C>
CONTACT:            Brad Church                        Travis Campbell                    Richard George
                    Williams (media relations)         Williams (investor relations)      Williams (investor relations)
                    (918) 573-3332                     (918) 573-2944                     (918) 573-3679
                    brad.church@williams.com           travis.campbell@williams.com       richard.george@williams.com
</Table>

                   WILLIAMS CHIEF FINANCIAL OFFICER TO RETIRE

         TULSA, Okla. -- Williams (NYSE:WMB) today announced that its chief
financial officer Jack McCarthy, 59, will retire at year-end.

         McCarthy will provide the company with consulting services to assist in
the transition of a few critical areas. He served the past 10 of his 16 years
with Williams in the chief financial officer position.

         "Jack has made significant contributions to the company during his
tenure and we wish him well in his retirement," said Steve Malcolm, chairman,
president and chief executive officer. "We are taking steps to ensure a smooth
transition of this important role in our company."

         Williams expects in the first quarter to name its new chief financial
officer. The company's selection process will identify and evaluate candidates
both within Williams and outside.

         The company's controller and chief accounting officer Gary Belitz will
be the interim successor to McCarthy. Belitz, 53, will continue in his current
role as well as serve as acting chief financial officer. He joined Williams in
1985 and has served 10 years in his current position.

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.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>d02121exv99w2.txt
<DESCRIPTION>PRESS RELEASE DATED DECEMBER 19, 2002
<TEXT>
<PAGE>


                                                                    EXHIBIT 99.2
                                                                 [WILLIAMS LOGO]

NEWSRELEASE

NYSE: WMB

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

<Table>
<S>                                       <C>                                <C>
DATE:      Dec. 19, 2002

CONTACT:   Kelly Swan                     Travis Campbell                    Richard George
           Williams (media relations)     Williams (investor relations)      Williams (investor relations)
           (918) 573-6932                 (918) 573-2944                     (918) 573-3679
           kelly.swan@williams.com        travis.campbell@williams.com       richard.george@williams.com
</Table>

                   COMPANY CORRECTS STATEMENTS IN MEDIA REPORT

                  TULSA, Okla. - Williams (NYSE:WMB) today corrected statements
about stock-option loan forgiveness that were contained in a media report
regarding the retirement of a company executive.

         The company's bylaws do not address the issue of stock-option loan
forgiveness.

         Beginning Nov. 14, 2001, Williams ceased issuing stock-option loans to
employees. The stock-option loan of Chief Financial Officer Jack McCarthy, whose
year-end retirement was announced on Tuesday, is due on Dec. 31, 2005.

         As a matter of standard practice, the company has entered into a
settlement and retention agreement with McCarthy under which he will receive a
separation payment. The $847,000 payment, net of taxes, will be applied to
McCarthy's outstanding stock-option loans. The company will file the agreement
with the Securities and Exchange Commission at a later date.

         Following retirement, McCarthy will provide consulting services to the
company to transition a few critical areas. The company said it plans to name
his successor in the first quarter. In the interim, Controller and Chief
Accounting Officer Gary Belitz will add to his duties the role of acting chief
financial officer.

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.



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