<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>9
<FILENAME>d04378a2exv99w3.txt
<DESCRIPTION>FORM OF LETTER TO REGISTERED HOLDERS
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.3

               LETTER TO REGISTERED HOLDERS AND DTC PARTICIPANTS
                                   REGARDING

                               OFFER TO EXCHANGE

                        8.125% NOTES DUE MARCH 15, 2012
                          FOR ANY AND ALL OUTSTANDING
                        8.125% NOTES DUE MARCH 15, 2012

                                      AND

                        8.750% NOTES DUE MARCH 15, 2032
                          FOR ANY AND ALL OUTSTANDING
                        8.750% NOTES DUE MARCH 15, 2032

                                       OF

                          THE WILLIAMS COMPANIES, INC.


THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
  TIME, ON MAY --, 2003 UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN
        PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.


To Registered Holders and The Depository Trust Company Participants:


     The Williams Companies, Inc., a Delaware corporation (the "Company"), is
offering to exchange, upon the terms and subject to the conditions set forth in
the Prospectus dated April --, 2003 (the "Prospectus") and the accompanying
Letter of Transmittal (which together with any amendments or supplements thereto
collectively constitute the "Exchange Offer"), up to $650 million aggregate
principal amount of 8.125% Notes due March 15, 2012 (the "New 8.125% Notes"),
for up to a like aggregate principal amount of its 8.125% Notes due March 15,
2012 (the "Outstanding 8.125% Notes"), and up to $850 million aggregate
principal amount of 8.750% Notes due March 15, 2032 (the "New 8.750% Notes", and
together with the New 8.125% Notes, the "New Securities"), for up to a like
aggregate principal amount of its 8.750% Notes due March 15, 2032 (the
"Outstanding 8.750% Notes", and together with the Outstanding 8.125% Notes, the
"Outstanding Securities"). As set forth in the Prospectus, the terms of the New
Securities are identical in all material respects to the Outstanding Securities
except that the New Securities have been registered under the Securities Act of
1933, as amended and therefore, will not be subject to certain restrictions on
their transfer and will not contain certain provisions providing for an increase
in the interest rate paid thereon.


     Enclosed herewith are copies of the following documents:


          1. Prospectus dated April --, 2003


          2. Letter of Transmittal for your use and for the information of your
     clients;

          3. Notice of Guaranteed Delivery;

          4. Instruction to Registered Holder or DTC Participant from Beneficial
     Owner; and

          5. Letter which may be sent to your clients for whose account you hold
     registered Outstanding Securities or book-entry interests representing
     Outstanding Securities in your name or in the name of your nominee, to
     accompany the instruction form referred to above, for obtaining such
     client's instruction with regard to the Exchange Offer.


     YOUR PROMPT ACTION IS REQUESTED. PLEASE NOTE THAT THE EXCHANGE OFFER WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY --, 2003, UNLESS EXTENDED.
PLEASE FURNISH COPIES OF THE ENCLOSED MATERIALS TO

<PAGE>

THOSE OF YOUR CLIENTS FOR WHOM YOU HOLD OUTSTANDING SECURITIES REGISTERED IN
YOUR NAME OR IN THE NAME OF YOUR NOMINEE AS QUICKLY AS POSSIBLE.


     To participate in the Exchange Offer, a beneficial holder must either (a)
complete, sign and date the Letter of Transmittal and deliver it to JPMorgan
Chase Bank (the "Exchange Agent"), at the address set forth in the Letter of
Transmittal, and either (i) deliver to the Exchange Agent certificates
representing the registered Outstanding Securities in proper form for transfer,
or (ii) cause a DTC Participant to make book-entry delivery of the Outstanding
Securities; or (b) cause a DTC Participant to tender such holder's Outstanding
Securities to the Exchange Agent's account maintained at The Depository Trust
Company ("DTC") for the benefit of the Exchange Agent through DTC's Automated
Tender Offer Program ("ATOP"), including transmission of a computer-generated
message that acknowledges and agrees to be bound by the terms of the Letter of
Transmittal (an "Agent's Message"). By complying with DTC's ATOP procedures with
respect to the Exchange Offer, the DTC Participant confirms on behalf of itself
and the beneficial owners of tendered Outstanding Securities all provisions of
the Letter of Transmittal applicable to it and such beneficial owners as fully
as if it completed, executed and returned the Letter of Transmittal to the
Exchange Agent.


     Holders who wish to tender their Outstanding Securities and (a) whose
Outstanding Securities are not immediately available or (b) who cannot deliver
their Outstanding Securities, the Letter of Transmittal or an Agent's Message
and any other documents required by the Letter of Transmittal to the Exchange
Agent prior to the Expiration Date must tender their Outstanding Securities
according to the guaranteed delivery procedures set forth under the caption "The
Exchange Offer -- Procedures for Tendering Outstanding Securities" in the
Prospectus.

     Pursuant to the Letter of Transmittal, each holder of Outstanding
Securities will make certain representations to the Company. The enclosed
"Instruction to Registered Holder or DTC Participant from Beneficial Owner" form
contains an authorization by the beneficial owners of Outstanding Securities for
you to make such representations.

     The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of Outstanding Securities residing in any jurisdiction
in which the making of the Exchange Offer or acceptance thereof would not be in
compliance with the laws of such jurisdiction. The Exchange Offer is not
conditioned upon any minimum number of Outstanding Securities being tendered.

     The Company will not pay any fee or commission to any broker or dealer or
to any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Outstanding Securities pursuant to the Exchange
Offer. The Company will pay or cause to be paid any transfer taxes payable on
the transfer of Outstanding Securities to it, except as otherwise provided in
Instruction 9 of the enclosed Letter of Transmittal.


     Additional copies of the enclosed material may be obtained from JPMorgan
Chase Bank, Corporate Trust Services, 2001 Bryan Street, 9th floor, Dallas,
Texas 75201, Attention: Frank Ivins.


                                          Very truly yours,

                                          THE WILLIAMS COMPANIES, INC.


     NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF THE WILLIAMS COMPANIES, INC. OR JPMORGAN CHASE
BANK, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY
STATEMENT OR REPRESENTATION ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE
OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED
THEREIN.


                                        2
<PAGE>

              INSTRUCTION TO REGISTERED HOLDER OR DTC PARTICIPANT
                             FROM BENEFICIAL OWNER

                                       OF

                        8.125% NOTES DUE MARCH 15, 2012

                                      AND

                        8.750% NOTES DUE MARCH 15, 2032

                                       OF

                          THE WILLIAMS COMPANIES, INC.


     The undersigned hereby acknowledges receipt of the Prospectus dated April
--, 2003 (the "Prospectus"), of The Williams Companies, Inc., a company
incorporated under the laws of the State of Delaware (the "Company"), and the
accompanying Letter of Transmittal (the "Letter of Transmittal"), that together
with any amendments or supplements thereto collectively constitute the Company's
offer (the "Exchange Offer") to exchange up to $650 million aggregate principal
amount of 8.125% Notes due March 15, 2012, for up to a like aggregate principal
amount of its 8.125% Notes due March 15, 2012 (the "Outstanding 8.125% Notes"),
and up to $850 million aggregate principal amount of 8.750% Notes due March 15,
2032, for up to a like aggregate principal amount of its 8.750% Notes due March
15, 2032 (the "Outstanding 8.750% Notes", and together with the Outstanding
8.125% Notes, the "Outstanding Securities"), upon the terms and subject to the
conditions of the Exchange Offer.


     This will instruct you to tender for exchange pursuant to the terms of the
Exchange Offer the aggregate principal amount of Outstanding Securities
indicated below (or, if no aggregate principal amount is indicated below, all of
each applicable series of Outstanding Notes) held by you for the account or
benefit of the undersigned.

     Aggregate amount of Outstanding Securities to be tendered for exchange:

     $          * principal amount of Outstanding 8.125% Notes.

     $          * principal amount of Outstanding 8.750% Notes.
---------------

* I (we) understand that if I (we) sign this instruction form without indicating
  in the space provided an aggregate principal amount of any series of
  Outstanding Securities that are held by you for my (our) account or benefit,
  all of such series of Outstanding Securities will be tendered for exchange.
<PAGE>

     If the undersigned instructs you to tender any series of the Outstanding
Securities held by you for the account or benefit of the undersigned, it is
understood that you are authorized to make the representations of the holders of
the Outstanding Securities to the Company contained in the Letter of
Transmittal.

                                   SIGN HERE

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                          Name of Beneficial Owner(s)

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                                  Signature(s)

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                             Name(s) (please print)

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                           Address(es) (please print)

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                                Telephone Number

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               Taxpayer Identification or Social Security Number

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                                      Date

                                        2

</TEXT>
</DOCUMENT>
