content: <PAGE>   1
       As filed with the Securities and Exchange Commission on March 31, 1998.
  
                                                         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                                 74172
                Tulsa, Oklahoma                                 (Zip Code)
      (Address of principal executive offices)
                                  ----------------
  
                                PEKIN ENERGY COMPANY
                    SAVINGS/RETIREMENT PLAN FOR HOURLY EMPLOYEES
                                (Full title of plan)
                                  ----------------
  
                                DAVID M. HIGBEE, 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(2)           Price(3)                  Fee
  ----------------------------------------------------------------------------------------------------------------
  <S>                           <C>                      <C>                   <C>                    <C>
  Common Stock,
    ($1 par value)              500,000(4)               $31 5/16              $15,656,250            $4,619
  ================================================================================================================
  </TABLE>
  
  (1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
           this registration statement also covers an indeterminate amount of
           interests to be offered or sold pursuant to the Savings/Retirement
           Plan.
  
  (2)      Estimated based on the reported New York Stock Exchange composite
           transactions closing price on March 27, 1998.
  
  (3)      Estimated solely for the purpose of calculating the filing fee.
  
  (4)      Includes associated Preferred Stock Purchase Rights issuable under The
           Williams Companies, Inc. Rights Plan.
  
  
  
  ================================================================================
  
  
  
  <PAGE>   2
  
  
  
                                       PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
          The following document is 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, 1997.
  
          All reports subsequently filed by the Company and the Plan pursuant to
  Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
  termination of the offering, shall be deemed to be incorporated herein by
  reference and to be a part hereof.
  
  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, 1997, 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 hereof 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 reports of such independent
  auditors pertaining to such financial statements given 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 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 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.
  
                                         -2-
  
  <PAGE>   3
  
  
  
  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 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).
  
        *(4.3)   --   Certificate of Amendment of Restated Certificate of
                      Incorporation, filed May 16, 1997 (filed as Exhibit 4.3 to
                      the Registration Statement on Form S-8, filed November 21,
                      1997).
  
        *(4.4)   --   Certificate of Amendment of Restated Certificate of
                      Incorporation, dated February 26, 1998 (filed as Exhibit
                      3(d) to Form 10-K for the year ended December 31, 1997).
  
        *(4.5)   --   Certificate of Increase of Authorized Number of Shares of
                      Series A Junior Participating Preferred Stock, dated
                      February 5, 1996 (filed as Exhibit 3(f) to Form 10-K for the
                      year ended December 31, 1995).
  
        *(4.6)   --   Certificate of Increase of Authorized Number of Shares of
                      Series A Junior Participating Preferred Stock, dated
                      December 30, 1997 (filed as Exhibit 3(g) to Form 10-K for
                      the year ended December 31, 1997).
  
        *(4.7)   --   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 March 30, 1995).
  
        *(4.8)   --   By-laws of Williams, as amended, (filed as Exhibit 3 to Form
                      10-Q for the quarter ended September 30, 1996).
  
        *(4.9)   --   Form of Senior Debt Indenture between the Company and Chase
                      Manhattan Bank (formerly Chemical Bank), Trustee, relating
                      to the 10 1/4% Debentures, due 2020; the 93/8% Debentures,
                      due 2021; the 8 1/4% Notes, due 1998; Medium-Term Notes
                      (8.50%-9.31%), due 1998 through 2001; the 7 1/2% Notes, due
                      1999, and the 87/8% Debentures, due 2012 (filed as Exhibit
                      4.1 to Form S-3 Registration Statement No. 33-33294, filed
                      February 2, 1990).
  
        *(4.10)  --   Form of Subordinated Debt Indenture between the Company and
                      Chase Manhattan Bank (formerly Chemical Bank), Trustee,
                      relating to 9.60% Quarterly Income Capital Securities, due
                      2025 (filed as Exhibit 4.2 to Form S-3 Registration
                      Statement No. 33-60397, filed June 20, 1995).
  
        *(4.11)  --   U.S. $1,000,000,000 Amended and Restated Credit Agreement,
                      dated as of July 23, 1997, among Williams and certain of its
                      subsidiaries and the banks named therein and Citibank, N.A.
                      as agent (filed as Exhibit 4(c) to Form 10-K for the year
                      ended December 31, 1997).
  
        *(4.12)  --   Form of Senior Debt Indenture between the Company and The
                      First National Bank of Chicago, Trustee, relating to 6.50%
                      Notes due 2002; 6.625% Notes due 2004; floating rate notes
                      due 2000; 61/8% Notes due 2001; and 61/8% Mandatory
                      Putable/Remarketable Securities due 2012 (filed as Exhibit
                      4.1 to Registration Statement on Form S-3 filed September 8,
                      1997).
  
        *(4.13)  --   Form of Debenture representing $360,000,000 principal
                      amount of 6% Convertible Subordinated Debenture Due 2005
                      (filed as Exhibit 4.7 to the Registration Statement on Form
                      S-8, filed August 30, 1996).
  
        *(4.14)  --   Form of Warrant to purchase 11,305,720 shares of the
                      Common Stock of the Company (filed as exhibit 4.8 to the
                      Registration Statement on Form S-8, filed August 30, 1996).
  
        *(4.15)  --   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, dated January 21, 1996).
  
  
                                         -3-
  <PAGE>   4
  
  
        (5.1)    --   Opinion and Consent of David M. Higbee, Esq., Secretary
                      and Counsel for the Company, relating to the validity of the
                      securities.
  
        (23.1)   --   Consent of David M. Higbee (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.
  
  ------------------------------
  
  *    The exhibits have heretofore been filed with the Securities and Exchange
       Commission as part of the filing indicated 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:
  
                          (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
  
  
  
                                        -4-
  <PAGE>   5
  
                   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.
  
           (c)     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 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.
  
  
                                         -5-
  
  <PAGE>   6
  
  
  
                                     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 31st day of
  March, 1998.
  
  
                                                 THE WILLIAMS COMPANIES, INC.
                                                 (Registrant)
  
  
  
                                                 By    /s/David M. Higbee
                                                   ------------------------------
                                                         (David M. Higbee,
                                                          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 March 31, 1998:
  
  
                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
  -----------------------------------
            William E. Green
  
  
                   *                           Director
  -----------------------------------
           Patricia L. Higgins
  
  
                   *                           Director
  -----------------------------------
              W. R. Howell
  
  
                   *                           Director
  -----------------------------------
           Robert J. LaFortune
  
  
                   *                           Director
  -----------------------------------
             James C. Lewis
  
  
  
  
  
                                         -6-
  
  <PAGE>   7
  
  
  
  
  
                   *                           Director
  -----------------------------------
           Jack A. MacAllister
  
  
                   *                           Director
  -----------------------------------
             Peter C. Meinig
  
  
                   *                           Director
  -----------------------------------
               Kay A. Orr
  
  
                                               Director
  -----------------------------------
  
            Gordon R. Parker
  
  
                   *                           Director
  -----------------------------------
           Joseph H. Williams
  
  
  
  *By  s/David M. Higbee
       -----------------------------------
       (David M. Higbee, Attorney-in-fact)
  
  
  
  
  
  
  
  
  
                                         -7-
  
  <PAGE>   8
  
  
  
                                     SIGNATURES
  
  
                      The Plan. Pursuant to the requirements of the Securities Act
  of 1933, the Plan 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 31st day of March, 1998.
  
  
  
  
                                             PEKIN ENERGY COMPANY
                                             SAVINGS/RETIREMENT PLAN FOR
                                              HOURLY EMPLOYEES
  
  
                                             ADMINISTRATIVE COMMITTEE
  
  
  
                                             By /s/ JOHN C. FISCHER
                                               ----------------------------------
                                                John C. Fischer, Chairman
  
  
  
  
  
                                         -8-
  
  
  <PAGE>   9
  
  
  
  INDEX TO 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 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).
  
        *(4.3)   --   Certificate of Amendment of Restated Certificate of
                      Incorporation, filed May 16, 1997 (filed as Exhibit 4.3 to
                      the Registration Statement on Form S-8, filed November 21,
                      1997).
  
        *(4.4)   --   Certificate of Amendment of Restated Certificate of
                      Incorporation, dated February 26, 1998 (filed as Exhibit
                      3(d) to Form 10-K for the year ended December 31, 1997).
  
        *(4.5)   --   Certificate of Increase of Authorized Number of Shares of
                      Series A Junior Participating Preferred Stock, dated
                      February 5, 1996 (filed as Exhibit 3(f) to Form 10-K for the
                      year ended December 31, 1995).
  
        *(4.6)   --   Certificate of Increase of Authorized Number of Shares of
                      Series A Junior Participating Preferred Stock, dated
                      December 30, 1997 (filed as Exhibit 3(g) to Form 10-K for
                      the year ended December 31, 1997).
  
        *(4.7)   --   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 March 30, 1995).
  
        *(4.8)   --   By-laws of Williams, as amended, (filed as Exhibit 3 to Form
                      10-Q for the quarter ended September 30, 1996).
  
        *(4.9)   --   Form of Senior Debt Indenture between the Company and Chase
                      Manhattan Bank (formerly Chemical Bank), Trustee, relating
                      to the 10 1/4% Debentures, due 2020; the 93/8% Debentures,
                      due 2021; the 8 1/4% Notes, due 1998; Medium-Term Notes
                      (8.50%-9.31%), due 1998 through 2001; the 7 1/2% Notes, due
                      1999, and the 87/8% Debentures, due 2012 (filed as Exhibit
                      4.1 to Form S-3 Registration Statement No. 33-33294, filed
                      February 2, 1990).
  
        *(4.10)  --   Form of Subordinated Debt Indenture between the Company and
                      Chase Manhattan Bank (formerly Chemical Bank), Trustee,
                      relating to 9.60% Quarterly Income Capital Securities, due
                      2025 (filed as Exhibit 4.2 to Form S-3 Registration
                      Statement No. 33-60397, filed June 20, 1995).
  
        *(4.11)  --   U.S. $1,000,000,000 Amended and Restated Credit Agreement,
                      dated as of July 23, 1997, among Williams and certain of its
                      subsidiaries and the banks named therein and Citibank, N.A.
                      as agent (filed as Exhibit 4(c) to Form 10-K for the year
                      ended December 31, 1997).
  
        *(4.12)  --   Form of Senior Debt Indenture between the Company and The
                      First National Bank of Chicago, Trustee, relating to 6.50%
                      Notes due 2002; 6.625% Notes due 2004; floating rate notes
                      due 2000; 61/8% Notes due 2001; and 61/8% Mandatory
                      Putable/Remarketable Securities due 2012 (filed as Exhibit
                      4.1 to Registration Statement on Form S-3 filed September 8,
                      1997).
  
        *(4.13)  --   Form of Debenture representing $360,000,000 principal
                      amount of 6% Convertible Subordinated Debenture Due 2005
                      (filed as Exhibit 4.7 to the Registration Statement on Form
                      S-8, filed August 30, 1996).
  
        *(4.14)  --   Form of Warrant to purchase 11,305,720 shares of the
                      Common Stock of the Company (filed as exhibit 4.8 to the
                      Registration Statement on Form S-8, filed August 30, 1996).
  
        *(4.15)  --   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, dated January 21, 1996).
  
  
                                         -9-
  <PAGE>   10
  
  
        (5.1)    --   Opinion and Consent of David M. Higbee, Esq., Secretary
                      and Counsel for the Company, relating to the validity of the
                      securities.
  
        (23.1)   --   Consent of David M. Higbee (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.
  
  
           *  The exhibits have heretofore been filed with the Securities and
              Exchange Commission as part of the filing indicated and are
              incorporated herein by reference.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                        -10-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27746}]
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": "333-48945", "film-number": "98581087"}, "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 March 31, 1998.
  
                                                         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                                 74172
                Tulsa, Oklahoma                                 (Zip Code)
      (Address of principal executive offices)
                                  ----------------
  
                                PEKIN ENERGY COMPANY
                    SAVINGS/RETIREMENT PLAN FOR HOURLY EMPLOYEES
                                (Full title of plan)
                                  ----------------
  
                                DAVID M. HIGBEE, 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(2)           Price(3)                  Fee
  ----------------------------------------------------------------------------------------------------------------
  Common Stock,
    ($1 par value)              500,000(4)               $31 5/16              $15,656,250            $4,619
  ================================================================================================================
  (1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
           this registration statement also covers an indeterminate amount of
           interests to be offered or sold pursuant to the Savings/Retirement
           Plan.
  
  (2)      Estimated based on the reported New York Stock Exchange composite
           transactions closing price on March 27, 1998.
  
  (3)      Estimated solely for the purpose of calculating the filing fee.
  
  (4)      Includes associated Preferred Stock Purchase Rights issuable under The
           Williams Companies, Inc. Rights Plan.
  
  ================================================================================
  2
  
                                       PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
          The following document is 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, 1997.
  
          All reports subsequently filed by the Company and the Plan pursuant to
  Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
  termination of the offering, shall be deemed to be incorporated herein by
  reference and to be a part hereof.
  
  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, 1997, 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 hereof 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 reports of such independent
  auditors pertaining to such financial statements given 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 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 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.
  
                                         -2-
  3
  
  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 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).
  
        *(4.3)   --   Certificate of Amendment of Restated Certificate of
                      Incorporation, filed May 16, 1997 (filed as Exhibit 4.3 to
                      the Registration Statement on Form S-8, filed November 21,
                      1997).
  
        *(4.4)   --   Certificate of Amendment of Restated Certificate of
                      Incorporation, dated February 26, 1998 (filed as Exhibit
                      3(d) to Form 10-K for the year ended December 31, 1997).
  
        *(4.5)   --   Certificate of Increase of Authorized Number of Shares of
                      Series A Junior Participating Preferred Stock, dated
                      February 5, 1996 (filed as Exhibit 3(f) to Form 10-K for the
                      year ended December 31, 1995).
  
        *(4.6)   --   Certificate of Increase of Authorized Number of Shares of
                      Series A Junior Participating Preferred Stock, dated
                      December 30, 1997 (filed as Exhibit 3(g) to Form 10-K for
                      the year ended December 31, 1997).
  
        *(4.7)   --   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 March 30, 1995).
  
        *(4.8)   --   By-laws of Williams, as amended, (filed as Exhibit 3 to Form
                      10-Q for the quarter ended September 30, 1996).
  
        *(4.9)   --   Form of Senior Debt Indenture between the Company and Chase
                      Manhattan Bank (formerly Chemical Bank), Trustee, relating
                      to the 10 1/4% Debentures, due 2020; the 93/8% Debentures,
                      due 2021; the 8 1/4% Notes, due 1998; Medium-Term Notes
                      (8.50%-9.31%), due 1998 through 2001; the 7 1/2% Notes, due
                      1999, and the 87/8% Debentures, due 2012 (filed as Exhibit
                      4.1 to Form S-3 Registration Statement No. 33-33294, filed
                      February 2, 1990).
  
        *(4.10)  --   Form of Subordinated Debt Indenture between the Company and
                      Chase Manhattan Bank (formerly Chemical Bank), Trustee,
                      relating to 9.60% Quarterly Income Capital Securities, due
                      2025 (filed as Exhibit 4.2 to Form S-3 Registration
                      Statement No. 33-60397, filed June 20, 1995).
  
        *(4.11)  --   U.S. $1,000,000,000 Amended and Restated Credit Agreement,
                      dated as of July 23, 1997, among Williams and certain of its
                      subsidiaries and the banks named therein and Citibank, N.A.
                      as agent (filed as Exhibit 4(c) to Form 10-K for the year
                      ended December 31, 1997).
  
        *(4.12)  --   Form of Senior Debt Indenture between the Company and The
                      First National Bank of Chicago, Trustee, relating to 6.50%
                      Notes due 2002; 6.625% Notes due 2004; floating rate notes
                      due 2000; 61/8% Notes due 2001; and 61/8% Mandatory
                      Putable/Remarketable Securities due 2012 (filed as Exhibit
                      4.1 to Registration Statement on Form S-3 filed September 8,
                      1997).
  
        *(4.13)  --   Form of Debenture representing $360,000,000 principal
                      amount of 6% Convertible Subordinated Debenture Due 2005
                      (filed as Exhibit 4.7 to the Registration Statement on Form
                      S-8, filed August 30, 1996).
  
        *(4.14)  --   Form of Warrant to purchase 11,305,720 shares of the
                      Common Stock of the Company (filed as exhibit 4.8 to the
                      Registration Statement on Form S-8, filed August 30, 1996).
  
        *(4.15)  --   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, dated January 21, 1996).
  
                                         -3-
  4
  
        (5.1)    --   Opinion and Consent of David M. Higbee, Esq., Secretary
                      and Counsel for the Company, relating to the validity of the
                      securities.
  
        (23.1)   --   Consent of David M. Higbee (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.
  
  ------------------------------
  
  *    The exhibits have heretofore been filed with the Securities and Exchange
       Commission as part of the filing indicated 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:
  
                          (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
  
                                        -4-
  5
  
                   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.
  
           (c)     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 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.
  
                                         -5-
  6
  
                                     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 31st day of
  March, 1998.
  
                                                 THE WILLIAMS COMPANIES, INC.
                                                 (Registrant)
  
                                                 By    /s/David M. Higbee
                                                   ------------------------------
                                                         (David M. Higbee,
                                                          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 March 31, 1998:
  
                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
  -----------------------------------
            William E. Green
  
                   *                           Director
  -----------------------------------
           Patricia L. Higgins
  
                   *                           Director
  -----------------------------------
              W. R. Howell
  
                   *                           Director
  -----------------------------------
           Robert J. LaFortune
  
                   *                           Director
  -----------------------------------
             James C. Lewis
  
                                         -6-
  7
  
                   *                           Director
  -----------------------------------
           Jack A. MacAllister
  
                   *                           Director
  -----------------------------------
             Peter C. Meinig
  
                   *                           Director
  -----------------------------------
               Kay A. Orr
  
                                               Director
  -----------------------------------
  
            Gordon R. Parker
  
                   *                           Director
  -----------------------------------
           Joseph H. Williams
  
  *By  s/David M. Higbee
       -----------------------------------
       (David M. Higbee, Attorney-in-fact)
  
                                         -7-
  8
  
                                     SIGNATURES
  
                      The Plan. Pursuant to the requirements of the Securities Act
  of 1933, the Plan 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 31st day of March, 1998.
  
                                             PEKIN ENERGY COMPANY
                                             SAVINGS/RETIREMENT PLAN FOR
                                              HOURLY EMPLOYEES
  
                                             ADMINISTRATIVE COMMITTEE
  
                                             By /s/ JOHN C. FISCHER
                                               ----------------------------------
                                                John C. Fischer, Chairman
  
                                         -8-
  9
  
  INDEX TO 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 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).
  
        *(4.3)   --   Certificate of Amendment of Restated Certificate of
                      Incorporation, filed May 16, 1997 (filed as Exhibit 4.3 to
                      the Registration Statement on Form S-8, filed November 21,
                      1997).
  
        *(4.4)   --   Certificate of Amendment of Restated Certificate of
                      Incorporation, dated February 26, 1998 (filed as Exhibit
                      3(d) to Form 10-K for the year ended December 31, 1997).
  
        *(4.5)   --   Certificate of Increase of Authorized Number of Shares of
                      Series A Junior Participating Preferred Stock, dated
                      February 5, 1996 (filed as Exhibit 3(f) to Form 10-K for the
                      year ended December 31, 1995).
  
        *(4.6)   --   Certificate of Increase of Authorized Number of Shares of
                      Series A Junior Participating Preferred Stock, dated
                      December 30, 1997 (filed as Exhibit 3(g) to Form 10-K for
                      the year ended December 31, 1997).
  
        *(4.7)   --   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 March 30, 1995).
  
        *(4.8)   --   By-laws of Williams, as amended, (filed as Exhibit 3 to Form
                      10-Q for the quarter ended September 30, 1996).
  
        *(4.9)   --   Form of Senior Debt Indenture between the Company and Chase
                      Manhattan Bank (formerly Chemical Bank), Trustee, relating
                      to the 10 1/4% Debentures, due 2020; the 93/8% Debentures,
                      due 2021; the 8 1/4% Notes, due 1998; Medium-Term Notes
                      (8.50%-9.31%), due 1998 through 2001; the 7 1/2% Notes, due
                      1999, and the 87/8% Debentures, due 2012 (filed as Exhibit
                      4.1 to Form S-3 Registration Statement No. 33-33294, filed
                      February 2, 1990).
  
        *(4.10)  --   Form of Subordinated Debt Indenture between the Company and
                      Chase Manhattan Bank (formerly Chemical Bank), Trustee,
                      relating to 9.60% Quarterly Income Capital Securities, due
                      2025 (filed as Exhibit 4.2 to Form S-3 Registration
                      Statement No. 33-60397, filed June 20, 1995).
  
        *(4.11)  --   U.S. $1,000,000,000 Amended and Restated Credit Agreement,
                      dated as of July 23, 1997, among Williams and certain of its
                      subsidiaries and the banks named therein and Citibank, N.A.
                      as agent (filed as Exhibit 4(c) to Form 10-K for the year
                      ended December 31, 1997).
  
        *(4.12)  --   Form of Senior Debt Indenture between the Company and The
                      First National Bank of Chicago, Trustee, relating to 6.50%
                      Notes due 2002; 6.625% Notes due 2004; floating rate notes
                      due 2000; 61/8% Notes due 2001; and 61/8% Mandatory
                      Putable/Remarketable Securities due 2012 (filed as Exhibit
                      4.1 to Registration Statement on Form S-3 filed September 8,
                      1997).
  
        *(4.13)  --   Form of Debenture representing $360,000,000 principal
                      amount of 6% Convertible Subordinated Debenture Due 2005
                      (filed as Exhibit 4.7 to the Registration Statement on Form
                      S-8, filed August 30, 1996).
  
        *(4.14)  --   Form of Warrant to purchase 11,305,720 shares of the
                      Common Stock of the Company (filed as exhibit 4.8 to the
                      Registration Statement on Form S-8, filed August 30, 1996).
  
        *(4.15)  --   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, dated January 21, 1996).
  
                                         -9-
  10
  
        (5.1)    --   Opinion and Consent of David M. Higbee, Esq., Secretary
                      and Counsel for the Company, relating to the validity of the
                      securities.
  
        (23.1)   --   Consent of David M. Higbee (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.
  
           *  The exhibits have heretofore been filed with the Securities and
              Exchange Commission as part of the filing indicated and are
              incorporated herein by reference.
  
                                        -10-