content: <PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1997
                                                     REGISTRATION NO. 333-
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
  
                                --------------------- 
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                  ----------------                    
  
                            THE WILLIAMS COMPANIES, INC.
                 (Exact name of issuer as specified in its charter)
  
                                  ----------------                 
  
                    DELAWARE                                  73-0569878
         (State or other jurisdiction of                   (I.R.S. Employer
         incorporation or organization)                    Identification No.)
  
                                 ONE WILLIAMS CENTER
                               TULSA, OKLAHOMA  74172
                                   (918) 588-2000
     (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)
  
                                  ----------------
  
                         WILTEL SAVINGS AND RETIREMENT PLAN
                                (Full title of plan)
  
                                  ----------------  
  
                               SHAWNA L. BARNARD, ESQ.
                            THE WILLIAMS COMPANIES, INC.
                                 ONE WILLIAMS CENTER
                                  TULSA, OK  74172
                                   (918) 588-2000
             (Name, address, and telephone number of agent for service)
  
                                  ----------------                     
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ================================================================================
                                     PROPOSED       PROPOSED
                                     MAXIMUM        MAXIMUM
      TITLE OF           AMOUNT      OFFERING       AGGREGATE       AMOUNT OF
   SECURITIES TO         TO BE       PRICE          OFFERING       REGISTRATION
   BE REGISTERED (1)   REGISTERED    PER UNIT       PRICE              FEE       
  --------------------------------------------------------------------------------
  <S>                 <C>           <C>         <C>                 <C>
  Common Stock,
    ($1 par value)    200,000 (2)   $41.38(3)   $8,275,000.00(3)    $2,507.58
  ================================================================================
  </TABLE>
  
  (1)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this registration statement also covers an indeterminate
         amount of interests to be offered or sold pursuant to the employee
         benefit plan described herein.
  
  (2)    Together with accompanying preferred stock purchase rights as to which
         no separate fee is payable.
  
  (3)    Estimated based on the reported New York Stock Exchange composite
         transactions closing price on June 23, 1997, solely for the purpose of
         calculating the registration fee in accordance with Rule 457.
  ================================================================================
  <PAGE>   2
                                      PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
         The following documents are hereby incorporated by reference and made a
  part of this prospectus:
  
         (a)    The Company's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1996.
  
         (b)    The Company's Quarterly Report on Form 10-Q for the quarter ended
                March 31, 1997.
  
         All documents subsequently filed by the Company and the Plan pursuant to
  Section 13(a), 13(c), 14, or 15(d) of the 1934 Act prior to the termination of
  the offering of the Shares shall be deemed to be incorporated by reference
  herein and to be a part hereof from the date of the filing of such documents.
  Any statement contained in a previously filed document incorporated by
  reference herein shall be deemed to be modified or superseded for purposes
  hereof to the extent that a statement contained herein modifies or supersedes
  such statement, and any statement contained in any previously filed document or
  contained herein shall be deemed modified or superseded to the extent that a
  statement contained in a subsequently filed document which is incorporated by
  reference herein modifies or supersedes such statement.  Any statement so
  modified or superseded shall not be deemed to constitute a part hereof except
  as so modified or superseded.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         The consolidated financial statements and schedule of the Company
  appearing in the Company's Annual Report on Form 10-K for the year ended
  December 31, 1996, have been audited by Ernst & Young LLP, independent
  auditors, as set forth in their report thereon included therein and
  incorporated herein by reference.  The financial statements and schedule
  referred to above are incorporated herein by reference in reliance upon such
  report given upon the authority of such firm as experts in auditing and
  accounting.
  
         The reports of independent auditors relating to the audited consolidated
  financial statements and schedules of the Company in any documents filed
  pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the
  date of this Prospectus and prior to the termination of the offering to the
  extent covered by consents thereto filed with the Securities and Exchange
  Commission will be incorporated by reference in reliance upon the authority of
  such independent auditors as experts in auditing and accounting.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
         The Company is empowered by Section 145 of the General Corporation Law
  of the State of Delaware, subject to the procedures and limitations stated
  therein, to indemnify any person against expenses (including attorneys' fees),
  judgments, fines, and amounts paid in settlement actually and reasonably
  incurred by such person in connection with any threatened, pending, or
  completed action, suit, or proceeding in which such person is made a party by
  reason of such person being or having been a director, officer, employee, or
  agent of the Company.  The statute provides that indemnification pursuant to
  its provisions is not exclusive of other rights of indemnification to which a
  person may be entitled under any bylaw, agreement, vote of stockholders or
  disinterested directors, or otherwise.  The Bylaws of the Company provide for
  indemnification by the Company of its directors and officers to the fullest
  extent permitted by the General Corporation Law of the State of Delaware.  In
  addition, the Company has entered into indemnity agreements with its directors
  and certain officers providing for, among other things, the indemnification of
  and the advancing of expenses to such individuals to the fullest extent
  permitted by law, and, to the extent insurance is maintained, for the continued
  coverage of such individuals.
  
  
  
  
                                       -2-
  <PAGE>   3
         The Company maintains policies of insurance under which the directors
  and officers of the Company are insured, within the limits and subject to the
  limitations of the policies, against certain expenses in connection with the
  defense of actions, suits, or proceedings and certain liabilities that might be
  imposed as a result of such actions, suits, or proceedings, to which they are
  parties by reason of being or having been such directors or officers.
  
  ITEM 8.  EXHIBITS.
  
     *(4.1)  --       Restated Certificate of Incorporation of Williams (filed as
                      Exhibit 4(a) to Form 8-B Registration Statement, filed
                      August 20, 1987).
  
     *(4.2)  --       Certificate of Designation with respect to the $2.21
                      Cumulative Preferred Stock (filed as Exhibit 4.3 to the
                      Registration Statement on Form S-3, filed August 19, 1992).
  
     *(4.3)  --       Certificate of Increase of Authorized Number of Shares of
                      Series A Junior Participating Preferred Stock (filed as
                      Exhibit 3(c) to Form 10-K for the year ended December 31,
                      1988).
  
     *(4.4)  --       Certificate of Amendment of Restated Certificate of
                      Incorporation, dated May 20, 1994 (filed as Exhibit 3(d) to
                      Form 10-K for the fiscal year ended December 31, 1994).
  
     *(4.5)  --       Certificate of Designation with respect to the $3.50
                      Cumulative Convertible Preferred Stock (filed as Exhibit
                      3.1(c) to the Prospectus and Information Statement to
                      Amendment No. 2 to the Registration Statement on Form S-4,
                      filed Match 30, 1995).
  
     *(4.6)  --       Certificate of Increase of Authorized Number of Shares of
                      Series A Junior Participating Preferred Stock (filed as
                      Exhibit 3(f) to Form 10-K for the fiscal year ended
                      December 31, 1995).
  
     *(4.7)  --       Rights Agreement, dated as of February 6, 1996, between
                      Williams and First Chicago Trust Company of New York (filed
                      as Exhibit 4 to Williams Form 8-K, filed January 24, 1996).
  
     *(4.8)  --       Bylaws of Williams, as amended (filed, as amended, as
                      Exhibit 3 to Form 10-Q for the quarter ended September 30,
                      1996).
  
     (4.9)   --       Certificate of Amendment of Restated Certificate of
                      Incorporation, dated May 15, 1997.
  
     *(4.10) --       U.S. $1,000,000,000 Credit Agreement, dated as of December
                      20, 1996, among the Company and the lenders named therein
                      and Citibank, N.A., as agent (filed as Exhibit 4.3 to Form
                      10-K for the year ended December 31, 1996).
  
     *(4.11) --       Form of Senior Debt Indenture between the Company and
                      Chemical Bank, Trustee, relating to the 10 1/4% Debentures,
                      due 2020; the 9 3/8% Debentures, due 2021; the 8 1/4%
                      Notes, due 1998; and Medium-Term Notes (8.50%-9.31%), due
                      1996 through 2001; the 7 1/2% Notes, due 1999, and the 8
                      7/8% Debentures, due 2012 (filed as Exhibit 4.1 to Form S-3
                      Registration Statement No, 33-33294, filed February 2,
                      1990).
  
     (5.1)   --       Opinion and Consent of Shawna L. Barnard, Esq., Assistant
                      Secretary and Counsel for the Company, relating to the
                      validity of the securities.**
  
  
  
  
  
  ------------------------------
  
       *The exhibits have heretofore been filed with the Securities and Exchange
  Commission as part of the filing indicated and are incorporated herein by
  reference.
  
  
       **The registrant hereby undertakes that it will submit the plan and any
  amendment thereto to the Internal Revenue Service ( IRS ) in a timely manner
  and will make all changes required by the IRS in order to qualify the plan.
  
                                        -3-
  <PAGE>   4
     (23.1)  --       Consent of Shawna L. Barnard (contained in Exhibit 5.1).
  
     (23.2)  --       Consent of Ernst & Young LLP.
  
     (24.1)  --       Power of Attorney.
  
     (24.2)  --       Certified copy of resolution authorizing signatures
                      pursuant to Power of Attorney.
  
       (99)  --       The WilTel Savings and Retirement Plan.
  
  
  ITEM 9.  UNDERTAKINGS.
  
         1.     The Company hereby undertakes:
  
                (1)    To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:
  
                       (i)    To include any prospectus required by section
                10(a)(3) of the Securities Act of 1933;
  
                       (ii)   To reflect in the Prospectus any facts or events
                arising after the effective date of the Registration Statement
                (or the most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in the Registration Statement; and
  
                       (iii)  To include any material information with respect to
                the plan of distribution not previously disclosed in the
                Registration Statement or any material change to such information
                in the Registration Statement;
  
         provided, however, that paragraphs 1(i) and 1(ii) above do not apply if
         the information required to be included in a post-effective amendment by
         these paragraphs is contained in periodic reports filed by the Company
         pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in the Registration
         Statement.
  
                (2)    That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new Registration Statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.
  
                (3)    To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.
  
         2.     The Company hereby undertakes that, for purposes of determining
  any liability under the Securities Act of 1933, each filing of the Company's
  annual report pursuant to Section 13(a) or Section 15(d) of the Securities
  Exchange Act of 1934 that is incorporated by reference in the Registration
  Statement shall be deemed to be a new Registration Statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof.
  
         3.     Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers, and controlling
  persons of the Company pursuant to the foregoing provisions, or otherwise
  (other than the insurance policies referred to above), the Company has been
  advised that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable.  In the event a claim for indemnification against
  such liabilities (other than the payment by the Company of expenses incurred or
  paid by a director, officer, or controlling person of the Company in a
  successful defense of any action, suit, or proceeding) is asserted against the
  Company by such director, officer, or controlling person in connection
  
  
  
  
  
                                        -4-
  <PAGE>   5
  with the securities being registered, the Company will, unless in the opinion
  of its counsel the matter has been settled by controlling precedent, submit to
  a court of appropriate jurisdiction the question whether such indemnification
  by it is against public policy as expressed in the Securities Act and will be
  governed by the final adjudication of such issue.
  
                                 ---------------
  
                                   SIGNATURES
  
         The Registrant.  Pursuant to the requirements of the Securities Act of
  1933, the registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this registration statement to be signed on its behalf by the undersigned,
  thereunto duly authorized in the City of Tulsa and State of Oklahoma on the
  26th day of June, 1997.
  
  
  
                                              THE WILLIAMS COMPANIES, INC.
                                              (Registrant)
  
  
  
                                              By       /s/Shawna L. Barnard 
                                                ---------------------------------
                                                    (Shawna L. Barnard,
                                                      Attorney-in-fact)
  
  
         Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities indicated on June 26, 1997:
  
  
         SIGNATURE                                TITLE
         ---------                                -----
  
                    *                        Chairman of the Board, President
  ------------------------------------         and Chief Executive Officer)  
         Keith E. Bailey                       (Principal Executive Officer)
                                                                          
  
                    *                        Senior Vice President
  ------------------------------------         (Principal Financial Officer)
         Jack D. McCarthy                                                 
  
  
                    *                        Controller
  ------------------------------------         (Principal Accounting Officer)
         Gary R. Belitz                                                    
  
  
                    *                        Director
  ------------------------------------               
         Glenn A. Cox
  
  
                    *                        Director
  ------------------------------------               
         Thomas H. Cruikshank
  
  
                    *                        Director
  ------------------------------------               
         Patricia L. Higgins
  
  
  
  
  
                                        -5-
  <PAGE>   6
  
  
                    *                        Director
  ------------------------------------               
         W. R. Howell
  
  
                    *                        Director
  ------------------------------------               
         Robert J. LaFortune
  
  
                    *                        Director
  ------------------------------------               
         James C. Lewis
  
  
                    *                        Director
  ------------------------------------               
         Jack A. MacAllister
  
  
                    *                        Director
  ------------------------------------               
         James A. McClure
  
  
                    *                        Director
  ------------------------------------               
         Peter C. Meinig
  
  
                    *                        Director
  ------------------------------------               
         Kay A. Orr
  
  
                    *                        Director
  ------------------------------------               
         Gordon R. Parker
  
  
                    *                        Director
  ------------------------------------               
         Joseph H. Williams
  
  
  *By      /s/Shawna L. Barnard        
        --------------------------------------
         (Shawna L. Barnard, Attorney-in-fact)
  
  
  
         The Plan.  Pursuant to the requirements of the Securities Act of 1933,
  the trustees (or other persons who administer the Plan) have duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Tulsa, State of Oklahoma, on this 26th day of
  June, 1997.
  
  
  
                                       WILTEL SAVINGS AND RETIREMENT PLAN        
                                       (Plan)                                    
                                                                                 
                                                                                 
                                       By:   /s/ JACK D. MCCARTHY             
                                           --------------------------------------
                                             Jack D. McCarthy                    
                                             Member, Benefits Committee          
                                                                             
  
  
  
  
                                        -6-
  <PAGE>   7
                                   EXHIBIT INDEX
  
    EXHIBIT NO.          DESCRIPTION
    -----------          -----------
  
      *(4.1)  --     Restated Certificate of Incorporation of Williams (filed as
                     Exhibit 4(a) to Form 8-B Registration Statement, filed
                     August 20, 1987).
  
      *(4.2)  --     Certificate of Designation with respect to the $2.21
                     Cumulative Preferred Stock (filed as Exhibit 4.3 to the
                     Registration Statement on Form S-3, filed August 19, 1992).
  
      *(4.3)  --     Certificate of Increase of Authorized Number of Shares of
                     Series A Junior Participating Preferred Stock (filed as
                     Exhibit 3(c) to Form 10-K for the year ended December 31,
                     1988).
  
      *(4.4)  --     Certificate of Amendment of Restated Certificate of
                     Incorporation, dated May 20, 1994 (filed as Exhibit 3(d) to
                     Form 10-K for the fiscal year ended December 31, 1994).
  
      *(4.5)  --     Certificate of Designation with respect to the $3.50
                     Cumulative Convertible Preferred Stock (filed as Exhibit
                     3.1(c) to the Prospectus and Information Statement to
                     Amendment No. 2 to the Registration Statement on Form S-4,
                     filed Match 30, 1995).
  
      *(4.6)  --     Certificate of Increase of Authorized Number of Shares of
                     Series A Junior Participating Preferred Stock (filed as
                     Exhibit 3(f) to Form 10-K for the fiscal year ended December
                     31, 1995).
  
      *(4.7)  --     Rights Agreement, dated as of February 6, 1996, between
                     Williams and First Chicago Trust Company of New York (filed
                     as Exhibit 4 to Williams Form 8-K, filed January 24, 1996).
  
      *(4.8)  --     Bylaws of Williams, as amended (filed, as amended, as
                     Exhibit 3 to Form 10-Q for the quarter ended September 30,
                     1996).
  
      (4.9)   --     Certificate of Amendment of Restated Certificate of
                     Incorporation, dated May 15, 1997.
  
      *(4.10) --     U.S. $1,000,000,000 Credit Agreement, dated as of December
                     20, 1996, among the Company and the lenders named therein
                     and Citibank, N.A., as agent (filed as Exhibit 4.3 to Form
                     10-K for the year ended December 31, 1996).
  
      *(4.11) --     Form of Senior Debt Indenture between the Company and
                     Chemical Bank, Trustee, relating to the 10 1/4% Debentures,
                     due 2020; the 9 3/8% Debentures, due 2021; the 8 1/4% Notes,
                     due 1998; and Medium-Term Notes (8.50%-9.31%), due 1996
                     through 2001; the 7 1/2% Notes, due 1999, and the 8 7/8%
                     Debentures, due 2012 (filed as Exhibit 4.1 to Form S-3
                     Registration Statement No, 33-33294, filed February 2,
                     1990).
  
      (5.1)   --     Opinion and Consent of Shawna L. Barnard, Esq., Assistant
                     Secretary and Counsel for the Company, relating to the
                     validity of the securities.
  
      (23.1)  --     Consent of Shawna L. Barnard (contained in Exhibit 5.1).
  
  
  
  
  
  --------------------
  
       *The exhibits have heretofore been filed with the Securities and Exchange
  Commission as part of the filing indicated and are incorporated herein by
  reference.
  
  
                                        -7-
  <PAGE>   8
      (23.2)  --     Consent of Ernst & Young LLP.
  
      (24.1)  --     Power of Attorney.
  
      (24.2)  --     Certified copy of resolution authorizing signatures pursuant
                     to Power of Attorney.
  
       (99)   --     The WilTel Savings and Retirement Plan.
  
  
  
  
  
                                        -8-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24308}]
metadata_filer: {"company-data": {"conformed-name": "WILLIAMS COMPANIES INC", "cik": "0000107263", "assigned-sic": "4922", "irs-number": "730569878", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30095", "film-number": "97630500"}, "business-address": {"street1": "ONE WILLIAMS CTR", "city": "TULSA", "state": "OK", "zip": "74172", "phone": "9185882000"}, "mail-address": {"street1": "ONE WILLIAM CENTER", "city": "TULSA", "state": "OK", "zip": "74172"}, "former-company": {"former-conformed-name": "WILLIAMS BROTHERS COMPANIES", "date-changed": "19710817"}}
text: 1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1997
                                                     REGISTRATION NO. 333-
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
  
                                --------------------- 
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                  ----------------                    
  
                            THE WILLIAMS COMPANIES, INC.
                 (Exact name of issuer as specified in its charter)
  
                                  ----------------                 
  
                    DELAWARE                                  73-0569878
         (State or other jurisdiction of                   (I.R.S. Employer
         incorporation or organization)                    Identification No.)
  
                                 ONE WILLIAMS CENTER
                               TULSA, OKLAHOMA  74172
                                   (918) 588-2000
     (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)
  
                                  ----------------
  
                         WILTEL SAVINGS AND RETIREMENT PLAN
                                (Full title of plan)
  
                                  ----------------  
  
                               SHAWNA L. BARNARD, ESQ.
                            THE WILLIAMS COMPANIES, INC.
                                 ONE WILLIAMS CENTER
                                  TULSA, OK  74172
                                   (918) 588-2000
             (Name, address, and telephone number of agent for service)
  
                                  ----------------                     
  
                          CALCULATION OF REGISTRATION FEE
  ================================================================================
                                     PROPOSED       PROPOSED
                                     MAXIMUM        MAXIMUM
      TITLE OF           AMOUNT      OFFERING       AGGREGATE       AMOUNT OF
   SECURITIES TO         TO BE       PRICE          OFFERING       REGISTRATION
   BE REGISTERED (1)   REGISTERED    PER UNIT       PRICE              FEE       
  --------------------------------------------------------------------------------
  Common Stock,
    ($1 par value)    200,000 (2)   $41.38(3)   $8,275,000.00(3)    $2,507.58
  ================================================================================
  (1)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this registration statement also covers an indeterminate
         amount of interests to be offered or sold pursuant to the employee
         benefit plan described herein.
  
  (2)    Together with accompanying preferred stock purchase rights as to which
         no separate fee is payable.
  
  (3)    Estimated based on the reported New York Stock Exchange composite
         transactions closing price on June 23, 1997, solely for the purpose of
         calculating the registration fee in accordance with Rule 457.
  ================================================================================
  2
                                      PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
         The following documents are hereby incorporated by reference and made a
  part of this prospectus:
  
         (a)    The Company's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1996.
  
         (b)    The Company's Quarterly Report on Form 10-Q for the quarter ended
                March 31, 1997.
  
         All documents subsequently filed by the Company and the Plan pursuant to
  Section 13(a), 13(c), 14, or 15(d) of the 1934 Act prior to the termination of
  the offering of the Shares shall be deemed to be incorporated by reference
  herein and to be a part hereof from the date of the filing of such documents.
  Any statement contained in a previously filed document incorporated by
  reference herein shall be deemed to be modified or superseded for purposes
  hereof to the extent that a statement contained herein modifies or supersedes
  such statement, and any statement contained in any previously filed document or
  contained herein shall be deemed modified or superseded to the extent that a
  statement contained in a subsequently filed document which is incorporated by
  reference herein modifies or supersedes such statement.  Any statement so
  modified or superseded shall not be deemed to constitute a part hereof except
  as so modified or superseded.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         The consolidated financial statements and schedule of the Company
  appearing in the Company's Annual Report on Form 10-K for the year ended
  December 31, 1996, have been audited by Ernst & Young LLP, independent
  auditors, as set forth in their report thereon included therein and
  incorporated herein by reference.  The financial statements and schedule
  referred to above are incorporated herein by reference in reliance upon such
  report given upon the authority of such firm as experts in auditing and
  accounting.
  
         The reports of independent auditors relating to the audited consolidated
  financial statements and schedules of the Company in any documents filed
  pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the
  date of this Prospectus and prior to the termination of the offering to the
  extent covered by consents thereto filed with the Securities and Exchange
  Commission will be incorporated by reference in reliance upon the authority of
  such independent auditors as experts in auditing and accounting.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
         The Company is empowered by Section 145 of the General Corporation Law
  of the State of Delaware, subject to the procedures and limitations stated
  therein, to indemnify any person against expenses (including attorneys' fees),
  judgments, fines, and amounts paid in settlement actually and reasonably
  incurred by such person in connection with any threatened, pending, or
  completed action, suit, or proceeding in which such person is made a party by
  reason of such person being or having been a director, officer, employee, or
  agent of the Company.  The statute provides that indemnification pursuant to
  its provisions is not exclusive of other rights of indemnification to which a
  person may be entitled under any bylaw, agreement, vote of stockholders or
  disinterested directors, or otherwise.  The Bylaws of the Company provide for
  indemnification by the Company of its directors and officers to the fullest
  extent permitted by the General Corporation Law of the State of Delaware.  In
  addition, the Company has entered into indemnity agreements with its directors
  and certain officers providing for, among other things, the indemnification of
  and the advancing of expenses to such individuals to the fullest extent
  permitted by law, and, to the extent insurance is maintained, for the continued
  coverage of such individuals.
  
                                       -2-
  3
         The Company maintains policies of insurance under which the directors
  and officers of the Company are insured, within the limits and subject to the
  limitations of the policies, against certain expenses in connection with the
  defense of actions, suits, or proceedings and certain liabilities that might be
  imposed as a result of such actions, suits, or proceedings, to which they are
  parties by reason of being or having been such directors or officers.
  
  ITEM 8.  EXHIBITS.
  
     *(4.1)  --       Restated Certificate of Incorporation of Williams (filed as
                      Exhibit 4(a) to Form 8-B Registration Statement, filed
                      August 20, 1987).
  
     *(4.2)  --       Certificate of Designation with respect to the $2.21
                      Cumulative Preferred Stock (filed as Exhibit 4.3 to the
                      Registration Statement on Form S-3, filed August 19, 1992).
  
     *(4.3)  --       Certificate of Increase of Authorized Number of Shares of
                      Series A Junior Participating Preferred Stock (filed as
                      Exhibit 3(c) to Form 10-K for the year ended December 31,
                      1988).
  
     *(4.4)  --       Certificate of Amendment of Restated Certificate of
                      Incorporation, dated May 20, 1994 (filed as Exhibit 3(d) to
                      Form 10-K for the fiscal year ended December 31, 1994).
  
     *(4.5)  --       Certificate of Designation with respect to the $3.50
                      Cumulative Convertible Preferred Stock (filed as Exhibit
                      3.1(c) to the Prospectus and Information Statement to
                      Amendment No. 2 to the Registration Statement on Form S-4,
                      filed Match 30, 1995).
  
     *(4.6)  --       Certificate of Increase of Authorized Number of Shares of
                      Series A Junior Participating Preferred Stock (filed as
                      Exhibit 3(f) to Form 10-K for the fiscal year ended
                      December 31, 1995).
  
     *(4.7)  --       Rights Agreement, dated as of February 6, 1996, between
                      Williams and First Chicago Trust Company of New York (filed
                      as Exhibit 4 to Williams Form 8-K, filed January 24, 1996).
  
     *(4.8)  --       Bylaws of Williams, as amended (filed, as amended, as
                      Exhibit 3 to Form 10-Q for the quarter ended September 30,
                      1996).
  
     (4.9)   --       Certificate of Amendment of Restated Certificate of
                      Incorporation, dated May 15, 1997.
  
     *(4.10) --       U.S. $1,000,000,000 Credit Agreement, dated as of December
                      20, 1996, among the Company and the lenders named therein
                      and Citibank, N.A., as agent (filed as Exhibit 4.3 to Form
                      10-K for the year ended December 31, 1996).
  
     *(4.11) --       Form of Senior Debt Indenture between the Company and
                      Chemical Bank, Trustee, relating to the 10 1/4% Debentures,
                      due 2020; the 9 3/8% Debentures, due 2021; the 8 1/4%
                      Notes, due 1998; and Medium-Term Notes (8.50%-9.31%), due
                      1996 through 2001; the 7 1/2% Notes, due 1999, and the 8
                      7/8% Debentures, due 2012 (filed as Exhibit 4.1 to Form S-3
                      Registration Statement No, 33-33294, filed February 2,
                      1990).
  
     (5.1)   --       Opinion and Consent of Shawna L. Barnard, Esq., Assistant
                      Secretary and Counsel for the Company, relating to the
                      validity of the securities.**
  
  ------------------------------
  
       *The exhibits have heretofore been filed with the Securities and Exchange
  Commission as part of the filing indicated and are incorporated herein by
  reference.
  
       **The registrant hereby undertakes that it will submit the plan and any
  amendment thereto to the Internal Revenue Service ( IRS ) in a timely manner
  and will make all changes required by the IRS in order to qualify the plan.
  
                                        -3-
  4
     (23.1)  --       Consent of Shawna L. Barnard (contained in Exhibit 5.1).
  
     (23.2)  --       Consent of Ernst & Young LLP.
  
     (24.1)  --       Power of Attorney.
  
     (24.2)  --       Certified copy of resolution authorizing signatures
                      pursuant to Power of Attorney.
  
       (99)  --       The WilTel Savings and Retirement Plan.
  
  ITEM 9.  UNDERTAKINGS.
  
         1.     The Company hereby undertakes:
  
                (1)    To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:
  
                       (i)    To include any prospectus required by section
                10(a)(3) of the Securities Act of 1933;
  
                       (ii)   To reflect in the Prospectus any facts or events
                arising after the effective date of the Registration Statement
                (or the most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in the Registration Statement; and
  
                       (iii)  To include any material information with respect to
                the plan of distribution not previously disclosed in the
                Registration Statement or any material change to such information
                in the Registration Statement;
  
         provided, however, that paragraphs 1(i) and 1(ii) above do not apply if
         the information required to be included in a post-effective amendment by
         these paragraphs is contained in periodic reports filed by the Company
         pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in the Registration
         Statement.
  
                (2)    That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new Registration Statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.
  
                (3)    To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.
  
         2.     The Company hereby undertakes that, for purposes of determining
  any liability under the Securities Act of 1933, each filing of the Company's
  annual report pursuant to Section 13(a) or Section 15(d) of the Securities
  Exchange Act of 1934 that is incorporated by reference in the Registration
  Statement shall be deemed to be a new Registration Statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof.
  
         3.     Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers, and controlling
  persons of the Company pursuant to the foregoing provisions, or otherwise
  (other than the insurance policies referred to above), the Company has been
  advised that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable.  In the event a claim for indemnification against
  such liabilities (other than the payment by the Company of expenses incurred or
  paid by a director, officer, or controlling person of the Company in a
  successful defense of any action, suit, or proceeding) is asserted against the
  Company by such director, officer, or controlling person in connection
  
                                        -4-
  5
  with the securities being registered, the Company will, unless in the opinion
  of its counsel the matter has been settled by controlling precedent, submit to
  a court of appropriate jurisdiction the question whether such indemnification
  by it is against public policy as expressed in the Securities Act and will be
  governed by the final adjudication of such issue.
  
                                 ---------------
  
                                   SIGNATURES
  
         The Registrant.  Pursuant to the requirements of the Securities Act of
  1933, the registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this registration statement to be signed on its behalf by the undersigned,
  thereunto duly authorized in the City of Tulsa and State of Oklahoma on the
  26th day of June, 1997.
  
                                              THE WILLIAMS COMPANIES, INC.
                                              (Registrant)
  
                                              By       /s/Shawna L. Barnard 
                                                ---------------------------------
                                                    (Shawna L. Barnard,
                                                      Attorney-in-fact)
  
         Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities indicated on June 26, 1997:
  
         SIGNATURE                                TITLE
         ---------                                -----
  
                    *                        Chairman of the Board, President
  ------------------------------------         and Chief Executive Officer)  
         Keith E. Bailey                       (Principal Executive Officer)
                                                                          
  
                    *                        Senior Vice President
  ------------------------------------         (Principal Financial Officer)
         Jack D. McCarthy                                                 
  
                    *                        Controller
  ------------------------------------         (Principal Accounting Officer)
         Gary R. Belitz                                                    
  
                    *                        Director
  ------------------------------------               
         Glenn A. Cox
  
                    *                        Director
  ------------------------------------               
         Thomas H. Cruikshank
  
                    *                        Director
  ------------------------------------               
         Patricia L. Higgins
  
                                        -5-
  6
  
                    *                        Director
  ------------------------------------               
         W. R. Howell
  
                    *                        Director
  ------------------------------------               
         Robert J. LaFortune
  
                    *                        Director
  ------------------------------------               
         James C. Lewis
  
                    *                        Director
  ------------------------------------               
         Jack A. MacAllister
  
                    *                        Director
  ------------------------------------               
         James A. McClure
  
                    *                        Director
  ------------------------------------               
         Peter C. Meinig
  
                    *                        Director
  ------------------------------------               
         Kay A. Orr
  
                    *                        Director
  ------------------------------------               
         Gordon R. Parker
  
                    *                        Director
  ------------------------------------               
         Joseph H. Williams
  
  *By      /s/Shawna L. Barnard        
        --------------------------------------
         (Shawna L. Barnard, Attorney-in-fact)
  
         The Plan.  Pursuant to the requirements of the Securities Act of 1933,
  the trustees (or other persons who administer the Plan) have duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Tulsa, State of Oklahoma, on this 26th day of
  June, 1997.
  
                                       WILTEL SAVINGS AND RETIREMENT PLAN        
                                       (Plan)                                    
                                                                                 
                                                                                 
                                       By:   /s/ JACK D. MCCARTHY             
                                           --------------------------------------
                                             Jack D. McCarthy                    
                                             Member, Benefits Committee          
                                                                             
  
                                        -6-
  7
                                   EXHIBIT INDEX
  
    EXHIBIT NO.          DESCRIPTION
    -----------          -----------
  
      *(4.1)  --     Restated Certificate of Incorporation of Williams (filed as
                     Exhibit 4(a) to Form 8-B Registration Statement, filed
                     August 20, 1987).
  
      *(4.2)  --     Certificate of Designation with respect to the $2.21
                     Cumulative Preferred Stock (filed as Exhibit 4.3 to the
                     Registration Statement on Form S-3, filed August 19, 1992).
  
      *(4.3)  --     Certificate of Increase of Authorized Number of Shares of
                     Series A Junior Participating Preferred Stock (filed as
                     Exhibit 3(c) to Form 10-K for the year ended December 31,
                     1988).
  
      *(4.4)  --     Certificate of Amendment of Restated Certificate of
                     Incorporation, dated May 20, 1994 (filed as Exhibit 3(d) to
                     Form 10-K for the fiscal year ended December 31, 1994).
  
      *(4.5)  --     Certificate of Designation with respect to the $3.50
                     Cumulative Convertible Preferred Stock (filed as Exhibit
                     3.1(c) to the Prospectus and Information Statement to
                     Amendment No. 2 to the Registration Statement on Form S-4,
                     filed Match 30, 1995).
  
      *(4.6)  --     Certificate of Increase of Authorized Number of Shares of
                     Series A Junior Participating Preferred Stock (filed as
                     Exhibit 3(f) to Form 10-K for the fiscal year ended December
                     31, 1995).
  
      *(4.7)  --     Rights Agreement, dated as of February 6, 1996, between
                     Williams and First Chicago Trust Company of New York (filed
                     as Exhibit 4 to Williams Form 8-K, filed January 24, 1996).
  
      *(4.8)  --     Bylaws of Williams, as amended (filed, as amended, as
                     Exhibit 3 to Form 10-Q for the quarter ended September 30,
                     1996).
  
      (4.9)   --     Certificate of Amendment of Restated Certificate of
                     Incorporation, dated May 15, 1997.
  
      *(4.10) --     U.S. $1,000,000,000 Credit Agreement, dated as of December
                     20, 1996, among the Company and the lenders named therein
                     and Citibank, N.A., as agent (filed as Exhibit 4.3 to Form
                     10-K for the year ended December 31, 1996).
  
      *(4.11) --     Form of Senior Debt Indenture between the Company and
                     Chemical Bank, Trustee, relating to the 10 1/4% Debentures,
                     due 2020; the 9 3/8% Debentures, due 2021; the 8 1/4% Notes,
                     due 1998; and Medium-Term Notes (8.50%-9.31%), due 1996
                     through 2001; the 7 1/2% Notes, due 1999, and the 8 7/8%
                     Debentures, due 2012 (filed as Exhibit 4.1 to Form S-3
                     Registration Statement No, 33-33294, filed February 2,
                     1990).
  
      (5.1)   --     Opinion and Consent of Shawna L. Barnard, Esq., Assistant
                     Secretary and Counsel for the Company, relating to the
                     validity of the securities.
  
      (23.1)  --     Consent of Shawna L. Barnard (contained in Exhibit 5.1).
  
  --------------------
  
       *The exhibits have heretofore been filed with the Securities and Exchange
  Commission as part of the filing indicated and are incorporated herein by
  reference.
  
                                        -7-
  8
      (23.2)  --     Consent of Ernst & Young LLP.
  
      (24.1)  --     Power of Attorney.
  
      (24.2)  --     Certified copy of resolution authorizing signatures pursuant
                     to Power of Attorney.
  
       (99)   --     The WilTel Savings and Retirement Plan.
  
                                        -8-