<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>4
<FILENAME>d04378a2exv8w1.txt
<DESCRIPTION>OPINION OF WHITE & CASE LLP
<TEXT>
<PAGE>
                                                                     EXHIBIT 8.1


                            (WHITE & CASE LETTERHEAD)



                                 April 21, 2003



The Williams Companies, Inc.
One Williams Center
Tulsa, OK  74172

         Re:     Form S-4 Registration Statement of the Williams Companies, Inc.



Dear Ladies and Gentlemen:


         Reference is made to The Williams Companies, Inc. Amendment No. 2 to
Form S-4 Registration Statement, dated April 21, 2003 (the "Registration
Statement"). We have functioned as special tax counsel to The Williams
Companies, Inc. with respect to the transactions described in the Registration
Statement.


         We hereby confirm that in our opinion, the summary set forth in the
Registration Statement under the heading "Material United States Federal Income
Tax Considerations" constitutes in all material respects a fair and accurate
summary of the material United States federal income tax consequences of the
acquisition, ownership and disposition of the new securities, based upon current
United States Federal income tax law.

         We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or 1933,
as amended, or the rules and regulations of the Commission.

                                       Very truly yours,


                                       /s/ White & Case LLP


                                       White & Case LLP

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</DOCUMENT>
