content: <PAGE>   1
    As filed with the Securities and Exchange Commission on October 1, 1999.
  
                                                   Registration No. 33-
                                                                       -----------
  
  ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                               ---------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       under
                             THE SECURITIES ACT OF 1933
  
                                  ----------------
  
                        WILLIAMS COMMUNICATIONS GROUP, INC.
                 (Exact name of issuer as specified in its charter)
  
                                  ----------------
  
                  Delaware                                      73-1462856
       (State or other jurisdiction of                       (I.R.S. Employer
       incorporation or organization)                       Identification No.)
  
             One Williams Center                                   74172
               Tulsa, Oklahoma                                  (Zip Code)
  (Address of principal executive offices)
  
                                  ----------------
  
                WILLIAMS COMMUNICATIONS GROUP, INC. 1999 STOCK PLAN
    And Interests in the following: WilTel Communications, LLC Investment Plan,
                            Williams Ethanol Services,
                 Inc. Savings/Retirement Plan for Hourly Employees,
                     Williams Natural Gas Company Thrift Plan,
          Williams Pipe Line Company Investment Plan for Hourly Employees,
                       and The Williams Investment Plus Plan
                                (Full title of plan)
  
                                  ----------------
  
                                  SHAWNA L. GEHRES
                        Williams Communications Group, Inc.
                                One Williams Center
                                  Tulsa, OK 74172
                                   (918) 573-2000
             (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*               Registered               Per Unit(1)           Price(1)                  Fee
  ---------------------------------------------------------------------------------------------------------------
  Common Stock,
  <S>                           <C>                      <C>                   <C>                   <C>
  $0.01 par value)(2)(3)        36,000,000               $23.00                $828,000,000          $230,184
  ===============================================================================================================
  </TABLE>
  
  (1)  Estimated based on the dollar price per share at which common stock is
       being sold concurrently in connection with the Company's initial public
       offering of Common Stock.
  
  
  <PAGE>   2
  
  (2)  Shares of Common Stock are being issued under the Williams Communications
       Group, Inc. 1999 Stock Plan. Plan interests are being registered for
       WilTel Communications, LLC Investment Plan, Williams Ethanol Services,
       Inc. Savings/Retirement Plan for Hourly Employees, Williams Natural Gas
       Company Thrift Plan, Williams Pipe Line Company Investment Plan for Hourly
       Employees and The Williams Investment Plus Plan, funds from which were used
       to purchase shares of Common Stock that were registered under Form S-1
       (File No. 333-76007).
  
  (3)  This registration statement also pertains to Rights to purchase Series A
       Participating Preferred Stock of the registrant. Until the occurrence of
       certain prescribed events the Rights are not exercisable, are evidenced by
       the certificates for Common Stock and will be transferred along with and
       only with such securities. Thereafter, separate Rights certificates will
       be issued representing one Right for each share of Common Stock held
       subject to adjustment pursuant to anti-dilution provisions.
  
  ===============================================================================
  
  *In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
  registration statement also covers an indeterminate amount of interest to be
  offered or sold pursuant to the employee benefit plans described herein, other
  than the Williams Communications Group, Inc. 1999 Stock Plan
  
  
                                         2
  <PAGE>   3
  
  
                                      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 Registration Statement:
  
           (a)      The Company's Registration Statement on Form S-1 for an
                    initial public offering of common stock on April 9, 1999
                    (Registration No. 333-76007) (the "Equity Registration
                    Statement"), and all amendments thereto.
  
           (b)      The Annual Report on Form 11-K for the WilTel Communications,
                    LLC Investment Plan for the year ended December 31, 1998.
  
           (c)      The Annual Report on Form 11-K for the Williams Ethanol
                    Services, Inc. Savings/Retirement Plan for Hourly Employees
                    for the year ended December 31, 1998.
  
           (d)      The Annual Report on Form 11-K for the Williams Natural Gas
                    Company Thrift Plan for the year ended December 31, 1998.
  
           (e)      The Annual Report on Form 11-K for the Williams Pipe Line
                    Company Investment Plan for Hourly Employees for the year
                    ended December 31, 1998.
  
           (f)      The Williams Annual Report on Form 11-K for The Williams
                    Investment Plus Plan for the year ended December 31, 1998.
  
           Immediately prior to this filing, the Company for the first time
  became subject to the Securities Exchange Act of 1934, and does not have an
  annual report to incorporate herein.
  
           All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
  filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this registration
  statement and to be part thereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  
                                         3
  <PAGE>   4
  
  
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company is empowered by Section 145 of the General Corporation Law
  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 by-law, agreement, vote of stockholders or disinterested directors,
  or otherwise. The By-laws 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 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.
  
           Policies of insurance are maintained by the Company 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
  
  
                                         4
  <PAGE>   5
  
  liabilities which 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 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  
  *4.1     Specimen certificate of common stock.
  
  *4.2     Specimen certificate of Class B common stock.
  
  *4.3     Form of certificate of designation of Series A Junior Participating
           Preferred Stock.
  
  *10.1    Form of Rights Agreement
  
  *10.52   Williams Communications Group, Inc. 1999 Stock Plan
  
  5.1      Opinion of Shawna L. Gehres, Esq.
  
  23.1     Consent of Ernst & Young LLP.
  
  23.2     Consent of Arthur Andersen S/C.
  
  23.3(a)  Consent of Deloitte & Touche LLP. - Tulsa, Oklahoma
  
  23.3(b)  Consent of Deloitte & Touche LLP. - Toronto, Ontario
  
  23.4     Consent of Shawna L. Gehres, Esq. (contained in opinion filed as
           Exhibit 5.1).
  
  24       Power of Attorney.
  
  ------------------------------
  
          *        The exhibits have heretofore been filed with the Securities
                   and Exchange Commission as part of the Registration Statement
                   on Form S-1 for an initial public offering of common stock on
                   April 9, 1999 (Registration No. 333-76007) (the "Equity
                   Registration Statement"), and amendments thereto, and are
                   incorporated herein by reference.
  
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)      Rule 415 offering. Include the following if the securities
                    are registered pursuant to Rule 415 under the Securities Act:
  
                    The undersigned registrant hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             registration statement:
  
  
  
                                         5
  <PAGE>   6
  
                             (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;
  
                             (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 (a)(1)(i) and
                             (a)(1)(ii) of this Section do not apply if the
                             registration statement is on Form S-3, Form S-8 or
                             Form F-3, and the information required to be
                             included in a post-effective amendment by those
                             paragraphs is contained in periodic reports filed
                             with or furnished to the Commission by the
                             registrant 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.
  
           (b)      The undersigned registrant hereby undertakes that, for
                    purposes of determining any liability under the Securities
                    Act of 1933, each filing of the registrant's annual report
                    pursuant to Section 13(a) or Section 15(d) of the Securities
                    Exchange Act of 1934 (and, where applicable, each filing of
                    an employee benefit plan's annual report pursuant to 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.
  
           (h)      Insofar as indemnification for liabilities arising under the
                    Securities Act of 1933 may be permitted to directors,
                    officers and controlling persons of the registrant pursuant
                    to the foregoing provisions, or otherwise, the registrant has
                    been advised that in the opinion of the Securities and
                    Exchange Commission such indemnification is against
  
  
                                         6
  <PAGE>   7
  
                    public policy as expressed in the Securities Act of 1933 and
                    is, therefore, unenforceable. In the event that a claim for
                    indemnification against such liabilities (other than the
                    payment by the registrant of expenses incurred or paid by a
                    director, officer or controlling person of the registrant in
                    the successful defense of any action, suit or proceeding) is
                    asserted by such director, officer or controlling person in
                    connection with the securities being registered, the
                    registrant 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 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
  1st day of October, 1999.
  
  
                                          WILLIAMS COMMUNICATIONS GROUP, INC.
                                                     (Registrant)
  
  
                                          By   /s/ SHAWNA L. GEHRES
                                              -----------------------------------
                                                   (Shawna L. Gehres,
                                                    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 October 1, 1999:
  
  <TABLE>
  <CAPTION>
           SIGNATURE                               TITLE
           ---------                               -----
  
  
  <S>                             <C>
  *
  -------------------------
  Keith E. Bailey                 Director
  
  *
  -------------------------
  Howard E. Janzen                Director, President and Chief Executive Officer
  
  *
  -------------------------
  Scott E. Schubert               Senior Vice President, Chief Financial Officer,
                                  Chief Accounting Officer and Assistant Secretary
  </TABLE>
  
  
                                         7
  <PAGE>   8
  
  <TABLE>
  <S>                             <C>
  *
  -------------------------
  John C. Bumgarner, Jr.          Director
  
  *
  -------------------------
  James R. Herbster               Director
  
  *
  -------------------------
  Michael P. Johnson              Director
  
  *
  -------------------------
  Steven J. Malcolm               Director
  
  *
  -------------------------
  Jack D. McCarthy                Director
  
  *
  -------------------------
  Brian E. O'Neill                Director
  
  </TABLE>
  
  
  
  
  *By  /s/ SHAWNA L. GEHRES
       ---------------------------------------
       (Shawna L. Gehres, Attorney-in-Fact)
  
  
  
  
  THE PLAN(S). Pursuant to the requirements of the Securities Act, the trustees
  (or other persons who administer the employee benefit plan) have duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, on October 1, 1999.
  
  <TABLE>
  <CAPTION>
           SIGNATURE                                                        TITLE
           ---------                                                        -----
  
  <S>                                                                       <C>
  Williams Communications Group, Inc. 1999 Stock Plan
  
  By   /s/ MICHAEL P. JOHNSON
      -------------------------------------------
            Michael P. Johnson                                             Senior Vice President
  
  
  WilTel Communications, LLC Investment Plan
  
  By   /s/ MICHAEL P. JOHNSON
      -------------------------------------------
            Michael P. Johnson                                             Senior Vice President
  </TABLE>
  
  
  
                                         8
  <PAGE>   9
  <TABLE>
  <S>                                                                       <C>
  Williams Ethanol Services, Inc. Savings/Retirement
  Plan for Hourly Employees
  
  By    /s/ MICHAEL P. JOHNSON
      -------------------------------------------
            Michael P. Johnson                                             Senior Vice President
  
  
  Williams Natural Gas Company Thrift Plan
  
  By    /s/ MICHAEL P. JOHNSON
      -------------------------------------------
            Michael P. Johnson                                             Senior Vice President
  
  
  Williams Pipe Line Company Investment
  Plan for Hourly Employees
  
  By    /s/ MICHAEL P. JOHNSON
      -------------------------------------------
            Michael P. Johnson                                             Senior Vice President
  
  
  The Williams Investment Plus Plan
  
  By    /s/ MICHAEL P. JOHNSON
     -------------------------------------------
            Michael P. Johnson                                             Senior Vice President
  </TABLE>
  
  
  
                                         9
  
  <PAGE>   10
  
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER                  DESCRIPTION
  ------                  -----------
  
  <S>      <C>
  *4.1     Specimen certificate of common stock.
  
  *4.2     Specimen certificate of Class B common stock.
  
  *4.3     Form of certificate of designation of Series A Junior Participating
           Preferred Stock.
  
  *10.1    Form of Rights Agreement
  
  *10.52   Williams Communications Group, Inc. 1999 Stock Plan
  
  5.1      Opinion of Shawna L. Gehres, Esq.
  
  23.1     Consent of Ernst & Young LLP.
  
  23.2     Consent of Arthur Andersen S/C.
  
  23.3(a)  Consent of Deloitte & Touche LLP - Tulsa, Oklahoma.
  
  23.3(b)  Consent of Deloitte & Touche LLP - Toronto, Ontario.
  
  23.4     Consent of Shawna L. Gehres, Esq. (contained in opinion filed as
           Exhibit 5.1).
  
  24       Power of Attorney.
  </TABLE>
  
  ------------------------------
  
          *        The exhibits have heretofore been filed with the Securities
                   and Exchange Commission as part of the Registration Statement
                   on Form S-1 for an initial public offering of common stock on
                   April 9, 1999 (Registration No. 333-76007) (the "Equity
                   Registration Statement"), and amendments thereto, and are
                   incorporated herein by reference.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21945}]
metadata_filer: {"company-data": {"conformed-name": "WILLIAMS COMMUNICATIONS GROUP INC", "cik": "0001044583", "assigned-sic": "4813", "irs-number": "731462856", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88339", "film-number": "99722162"}, "business-address": {"street1": "ONE WILLIAMS CTR", "city": "TULSA", "state": "OK", "zip": "74172", "phone": "9185732000"}, "mail-address": {"street1": "ONE WILLIAMS CENTER", "city": "TULSA", "state": "OK", "zip": "74172"}}
text: 1
    As filed with the Securities and Exchange Commission on October 1, 1999.
  
                                                   Registration No. 33-
                                                                       -----------
  
  ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                               ---------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       under
                             THE SECURITIES ACT OF 1933
  
                                  ----------------
  
                        WILLIAMS COMMUNICATIONS GROUP, INC.
                 (Exact name of issuer as specified in its charter)
  
                                  ----------------
  
                  Delaware                                      73-1462856
       (State or other jurisdiction of                       (I.R.S. Employer
       incorporation or organization)                       Identification No.)
  
             One Williams Center                                   74172
               Tulsa, Oklahoma                                  (Zip Code)
  (Address of principal executive offices)
  
                                  ----------------
  
                WILLIAMS COMMUNICATIONS GROUP, INC. 1999 STOCK PLAN
    And Interests in the following: WilTel Communications, LLC Investment Plan,
                            Williams Ethanol Services,
                 Inc. Savings/Retirement Plan for Hourly Employees,
                     Williams Natural Gas Company Thrift Plan,
          Williams Pipe Line Company Investment Plan for Hourly Employees,
                       and The Williams Investment Plus Plan
                                (Full title of plan)
  
                                  ----------------
  
                                  SHAWNA L. GEHRES
                        Williams Communications Group, Inc.
                                One Williams Center
                                  Tulsa, OK 74172
                                   (918) 573-2000
             (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*               Registered               Per Unit(1)           Price(1)                  Fee
  ---------------------------------------------------------------------------------------------------------------
  Common Stock,
  $0.01 par value)(2)(3)        36,000,000               $23.00                $828,000,000          $230,184
  ===============================================================================================================
  (1)  Estimated based on the dollar price per share at which common stock is
       being sold concurrently in connection with the Company's initial public
       offering of Common Stock.
  2
  
  (2)  Shares of Common Stock are being issued under the Williams Communications
       Group, Inc. 1999 Stock Plan. Plan interests are being registered for
       WilTel Communications, LLC Investment Plan, Williams Ethanol Services,
       Inc. Savings/Retirement Plan for Hourly Employees, Williams Natural Gas
       Company Thrift Plan, Williams Pipe Line Company Investment Plan for Hourly
       Employees and The Williams Investment Plus Plan, funds from which were used
       to purchase shares of Common Stock that were registered under Form S-1
       (File No. 333-76007).
  
  (3)  This registration statement also pertains to Rights to purchase Series A
       Participating Preferred Stock of the registrant. Until the occurrence of
       certain prescribed events the Rights are not exercisable, are evidenced by
       the certificates for Common Stock and will be transferred along with and
       only with such securities. Thereafter, separate Rights certificates will
       be issued representing one Right for each share of Common Stock held
       subject to adjustment pursuant to anti-dilution provisions.
  
  ===============================================================================
  
  *In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
  registration statement also covers an indeterminate amount of interest to be
  offered or sold pursuant to the employee benefit plans described herein, other
  than the Williams Communications Group, Inc. 1999 Stock Plan
  
                                         2
  3
  
                                      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 Registration Statement:
  
           (a)      The Company's Registration Statement on Form S-1 for an
                    initial public offering of common stock on April 9, 1999
                    (Registration No. 333-76007) (the "Equity Registration
                    Statement"), and all amendments thereto.
  
           (b)      The Annual Report on Form 11-K for the WilTel Communications,
                    LLC Investment Plan for the year ended December 31, 1998.
  
           (c)      The Annual Report on Form 11-K for the Williams Ethanol
                    Services, Inc. Savings/Retirement Plan for Hourly Employees
                    for the year ended December 31, 1998.
  
           (d)      The Annual Report on Form 11-K for the Williams Natural Gas
                    Company Thrift Plan for the year ended December 31, 1998.
  
           (e)      The Annual Report on Form 11-K for the Williams Pipe Line
                    Company Investment Plan for Hourly Employees for the year
                    ended December 31, 1998.
  
           (f)      The Williams Annual Report on Form 11-K for The Williams
                    Investment Plus Plan for the year ended December 31, 1998.
  
           Immediately prior to this filing, the Company for the first time
  became subject to the Securities Exchange Act of 1934, and does not have an
  annual report to incorporate herein.
  
           All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
  filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this registration
  statement and to be part thereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
                                         3
  4
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company is empowered by Section 145 of the General Corporation Law
  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 by-law, agreement, vote of stockholders or disinterested directors,
  or otherwise. The By-laws 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 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.
  
           Policies of insurance are maintained by the Company 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
  
                                         4
  5
  
  liabilities which 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 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  *4.1     Specimen certificate of common stock.
  
  *4.2     Specimen certificate of Class B common stock.
  
  *4.3     Form of certificate of designation of Series A Junior Participating
           Preferred Stock.
  
  *10.1    Form of Rights Agreement
  
  *10.52   Williams Communications Group, Inc. 1999 Stock Plan
  
  5.1      Opinion of Shawna L. Gehres, Esq.
  
  23.1     Consent of Ernst & Young LLP.
  
  23.2     Consent of Arthur Andersen S/C.
  
  23.3(a)  Consent of Deloitte & Touche LLP. - Tulsa, Oklahoma
  
  23.3(b)  Consent of Deloitte & Touche LLP. - Toronto, Ontario
  
  23.4     Consent of Shawna L. Gehres, Esq. (contained in opinion filed as
           Exhibit 5.1).
  
  24       Power of Attorney.
  
  ------------------------------
  
          *        The exhibits have heretofore been filed with the Securities
                   and Exchange Commission as part of the Registration Statement
                   on Form S-1 for an initial public offering of common stock on
                   April 9, 1999 (Registration No. 333-76007) (the "Equity
                   Registration Statement"), and amendments thereto, and are
                   incorporated herein by reference.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)      Rule 415 offering. Include the following if the securities
                    are registered pursuant to Rule 415 under the Securities Act:
  
                    The undersigned registrant hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             registration statement:
  
                                         5
  6
  
                             (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;
  
                             (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 (a)(1)(i) and
                             (a)(1)(ii) of this Section do not apply if the
                             registration statement is on Form S-3, Form S-8 or
                             Form F-3, and the information required to be
                             included in a post-effective amendment by those
                             paragraphs is contained in periodic reports filed
                             with or furnished to the Commission by the
                             registrant 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.
  
           (b)      The undersigned registrant hereby undertakes that, for
                    purposes of determining any liability under the Securities
                    Act of 1933, each filing of the registrant's annual report
                    pursuant to Section 13(a) or Section 15(d) of the Securities
                    Exchange Act of 1934 (and, where applicable, each filing of
                    an employee benefit plan's annual report pursuant to 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.
  
           (h)      Insofar as indemnification for liabilities arising under the
                    Securities Act of 1933 may be permitted to directors,
                    officers and controlling persons of the registrant pursuant
                    to the foregoing provisions, or otherwise, the registrant has
                    been advised that in the opinion of the Securities and
                    Exchange Commission such indemnification is against
  
                                         6
  7
  
                    public policy as expressed in the Securities Act of 1933 and
                    is, therefore, unenforceable. In the event that a claim for
                    indemnification against such liabilities (other than the
                    payment by the registrant of expenses incurred or paid by a
                    director, officer or controlling person of the registrant in
                    the successful defense of any action, suit or proceeding) is
                    asserted by such director, officer or controlling person in
                    connection with the securities being registered, the
                    registrant 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 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
  1st day of October, 1999.
  
                                          WILLIAMS COMMUNICATIONS GROUP, INC.
                                                     (Registrant)
  
                                          By   /s/ SHAWNA L. GEHRES
                                              -----------------------------------
                                                   (Shawna L. Gehres,
                                                    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 October 1, 1999:
  SIGNATURE                               TITLE
           ---------                               -----
  *
  -------------------------
  Keith E. Bailey                 Director
  
  *
  -------------------------
  Howard E. Janzen                Director, President and Chief Executive Officer
  
  *
  -------------------------
  Scott E. Schubert               Senior Vice President, Chief Financial Officer,
                                  Chief Accounting Officer and Assistant Secretary
  7
  8
  *
  -------------------------
  John C. Bumgarner, Jr.          Director
  
  *
  -------------------------
  James R. Herbster               Director
  
  *
  -------------------------
  Michael P. Johnson              Director
  
  *
  -------------------------
  Steven J. Malcolm               Director
  
  *
  -------------------------
  Jack D. McCarthy                Director
  
  *
  -------------------------
  Brian E. O'Neill                Director
  *By  /s/ SHAWNA L. GEHRES
       ---------------------------------------
       (Shawna L. Gehres, Attorney-in-Fact)
  
  THE PLAN(S). Pursuant to the requirements of the Securities Act, the trustees
  (or other persons who administer the employee benefit plan) have duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, on October 1, 1999.
  SIGNATURE                                                        TITLE
           ---------                                                        -----
  Williams Communications Group, Inc. 1999 Stock Plan
  
  By   /s/ MICHAEL P. JOHNSON
      -------------------------------------------
            Michael P. Johnson                                             Senior Vice President
  
  WilTel Communications, LLC Investment Plan
  
  By   /s/ MICHAEL P. JOHNSON
      -------------------------------------------
            Michael P. Johnson                                             Senior Vice President
  8
  9
  Williams Ethanol Services, Inc. Savings/Retirement
  Plan for Hourly Employees
  
  By    /s/ MICHAEL P. JOHNSON
      -------------------------------------------
            Michael P. Johnson                                             Senior Vice President
  
  Williams Natural Gas Company Thrift Plan
  
  By    /s/ MICHAEL P. JOHNSON
      -------------------------------------------
            Michael P. Johnson                                             Senior Vice President
  
  Williams Pipe Line Company Investment
  Plan for Hourly Employees
  
  By    /s/ MICHAEL P. JOHNSON
      -------------------------------------------
            Michael P. Johnson                                             Senior Vice President
  
  The Williams Investment Plus Plan
  
  By    /s/ MICHAEL P. JOHNSON
     -------------------------------------------
            Michael P. Johnson                                             Senior Vice President
  9
  10
  
                                 INDEX TO EXHIBITS
  EXHIBIT
  NUMBER                  DESCRIPTION
  ------                  -----------
  *4.1     Specimen certificate of common stock.
  
  *4.2     Specimen certificate of Class B common stock.
  
  *4.3     Form of certificate of designation of Series A Junior Participating
           Preferred Stock.
  
  *10.1    Form of Rights Agreement
  
  *10.52   Williams Communications Group, Inc. 1999 Stock Plan
  
  5.1      Opinion of Shawna L. Gehres, Esq.
  
  23.1     Consent of Ernst & Young LLP.
  
  23.2     Consent of Arthur Andersen S/C.
  
  23.3(a)  Consent of Deloitte & Touche LLP - Tulsa, Oklahoma.
  
  23.3(b)  Consent of Deloitte & Touche LLP - Toronto, Ontario.
  
  23.4     Consent of Shawna L. Gehres, Esq. (contained in opinion filed as
           Exhibit 5.1).
  
  24       Power of Attorney.
  ------------------------------
  
          *        The exhibits have heretofore been filed with the Securities
                   and Exchange Commission as part of the Registration Statement
                   on Form S-1 for an initial public offering of common stock on
                   April 9, 1999 (Registration No. 333-76007) (the "Equity
                   Registration Statement"), and amendments thereto, and are
                   incorporated herein by reference.