content: <PAGE>   1
  
  
      As filed with the Securities and Exchange Commission on August 14, 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)        
  
                            -------------------------
  
                      THE WILLIAMS COMMUNICATIONS STOCK PLAN
  
                               (Full title of plan)
  
                            -------------------------
  
                              DAVID M. HIGBEE, ESQ.
                           The Williams Companies, 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(2)                 Fee     
  -----------------------------------------------------------------------------------------------------------
  <S>                 <C>               <C>           <C>                   <C>                  <C>
  
  Common Stock,
    ($1 par value)    2,000,000(3)                    $ 29 3/16             $ 58,375,000         $ 17,221
  ===========================================================================================================
  </TABLE>
  (1)      Estimated based on the reported New York Stock Exchange composite
           transactions closing price on August 11, 1998.
  
  (2)      Estimated solely for the purpose of calculating the filing fee.
  
  (3)      Includes an equal number of 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 documents are hereby incorporated by reference and made a
  part of this Registration Statement:
  
         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1997.
  
         (b)      The Company's Quarterly Reports on Form 10-Q for the quarters
                  ended March 31 and June 30, 1998.
  
         (c)      The Company's Current Reports on Form 8-K dated February 22,
                  April 27, May 18, and July 22, 1998.
  
         (d)      "Description of Capital Stock of the Company following the
                  Merger" pp. 55-57 of The Company's Registration Statement on
                  Form S-4, No. 333-44963, filed January 27, 1998.
  
         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
  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 herein by reference and to be a part
  hereof from the date of filing such documents.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         The consolidated financial statements and schedule of the Company
  appearing in the Company's Current Report on Form 8-K dated May 18, 1998, for
  the three years 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, which is based in part on the
  report of Deloitte & Touche LLP, independent auditors, (which report expresses
  an unqualified opinion and includes explanatory paragraphs relating to certain
  litigation to which MAPCO Inc. is a defendant and the change in its method of
  accounting for business process reengineering activities to conform to the
  consensus reached by the Emerging Issues Task Force in Issue No. 97-13).  Such
  consolidated financial statements and schedule are incorporated herein by
  reference in reliance upon such reports given upon the authority of such firms
  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
  
  
  
  
  
                                        -2-
  <PAGE>   3
  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.
  
  
  
  
  
                                        -3-
  <PAGE>   4
  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, dated May 15, 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 Shares A Junior Participating Preferred Stock, dated
                          January 26, 1989 (filed as Exhibit 3(c) to Form 10-K
                          for the year ended December 31, 1988).
  
          *(4.6)  --      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).
  
          *(4.7)  --      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).
  
          *(4.8)  --      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).
  
          *(4.9)  --      By-laws of Williams, as amended, (filed as Exhibit 3 to
                          Form 10-Q for the quarter ended September 30, 1996).
  
          *(4.10) --      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 
                          9 3/8% Debentures, due 2021; the 8 1/4% Notes, due 1998;
                          Medium-Term Notes (9.10%-9.31%), due 2001; the 7 1/2%
                          Notes, due 1999, and the 8 7/8% Debentures, due 2012
                          (filed as Exhibit 4.1 to Form S-3 Registration
                          Statement No. 33-33294, filed February 2, 1990).
  
          *(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; 6 1/8% Notes due 2001; 
                          6 1/8% Mandatory Putable/Remarketable Securities due
                          2012; 6.20% Notes due 2002; and 6.50% Notes due 2006
                          (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 22,611,441 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).
  
  
  
  
  
                                        -4-
  <PAGE>   5
         (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.
  
        (23.3)    --      Consent of Deloitte & Touche LLP.
  
        (24.1)    --      Power of Attorney.
  
        (24.2)    --      Certified copy of resolution authorizing signatures
                          pursuant to Power of Attorney.
  
        (99)      --      The Williams Communications Stock Plan
  
  -----------------------------
  
  *   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.
  
  
  
  
  
                                        -5-
  <PAGE>   6
           (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 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.
  
  
  
  
  
                                        -6-
  <PAGE>   7
                                     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
  14th day of August, 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 August 14, 1998:
  
  
  <TABLE>
  <CAPTION>
               SIGNATURE                                      TITLE
               ---------                                      -----
  
         <S>                                                  <C>
  
              *                                               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
  </TABLE>
  
  
  
  
  
                                        -7-
  <PAGE>   8
  <TABLE>
  <S>                                                         <C>
             *                                                Director
  --------------------------                                          
          Jack A. MacAllister
  
  
             *                                                Director
  --------------------------                                          
           Frank T. MacInnis
  
  
             *                                                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)
  </TABLE>
  
  
  
  
  
                                        -8-
  <PAGE>   9
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER                                                      DESCRIPTION
  -------                                                     -----------
   <S>         <C>     <C>
  
   *(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, dated May 15, 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 Shares A Junior Participating Preferred
                       Stock, dated January 26, 1989 (filed as Exhibit 3(c) to Form 10-K for the year ended December 31,
                       1988).
  
   *(4.6)      --      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).
  
   *(4.7)      --      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).
  
   *(4.8)      --      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).
  
   *(4.9)      --      By-laws of Williams, as amended, (filed as Exhibit 3 to Form 10-Q for the quarter ended September
                       30, 1996).
  
   *(4.10)     --      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 9 3/8% Debentures, due 2021; the
                       8 1/4% Notes, due 1998; Medium-Term Notes (9.10%-9.31%), due 2001; the 7 1/2% Notes, due 1999, and
                       the 8 7/8% Debentures, due 2012 (filed as Exhibit 4.1 to Form S-3 Registration Statement No. 33-
                       33294, filed February 2, 1990).
  
   *(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; 6 1/8% Notes
                       due 2001; 6 1/8% Mandatory Putable/Remarketable Securities due 2012; 6.20% Notes due 2002; and
                       6.50% Notes due 2006 (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 22,611,441 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).
  </TABLE>
  
  
  
  
  
  <PAGE>   10
  <TABLE>
   <S>        <C>     <C>
   (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.
               
   (23.3)      --      Consent of Deloitte & Touche LLP.
               
   (24.1)      --      Power of Attorney.
               
   (24.2)      --      Certified copy of resolution authorizing signatures pursuant to Power of Attorney.
               
   (99)        --      The Williams Communications Stock Plan.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29017}]
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": "333-61597", "film-number": "98692458"}, "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 August 14, 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)        
  
                            -------------------------
  
                      THE WILLIAMS COMMUNICATIONS STOCK PLAN
  
                               (Full title of plan)
  
                            -------------------------
  
                              DAVID M. HIGBEE, ESQ.
                           The Williams Companies, 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(2)                 Fee     
  -----------------------------------------------------------------------------------------------------------
  Common Stock,
    ($1 par value)    2,000,000(3)                    $ 29 3/16             $ 58,375,000         $ 17,221
  ===========================================================================================================
  (1)      Estimated based on the reported New York Stock Exchange composite
           transactions closing price on August 11, 1998.
  
  (2)      Estimated solely for the purpose of calculating the filing fee.
  
  (3)      Includes an equal number of 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 documents are hereby incorporated by reference and made a
  part of this Registration Statement:
  
         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1997.
  
         (b)      The Company's Quarterly Reports on Form 10-Q for the quarters
                  ended March 31 and June 30, 1998.
  
         (c)      The Company's Current Reports on Form 8-K dated February 22,
                  April 27, May 18, and July 22, 1998.
  
         (d)      "Description of Capital Stock of the Company following the
                  Merger" pp. 55-57 of The Company's Registration Statement on
                  Form S-4, No. 333-44963, filed January 27, 1998.
  
         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
  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 herein by reference and to be a part
  hereof from the date of filing such documents.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         The consolidated financial statements and schedule of the Company
  appearing in the Company's Current Report on Form 8-K dated May 18, 1998, for
  the three years 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, which is based in part on the
  report of Deloitte & Touche LLP, independent auditors, (which report expresses
  an unqualified opinion and includes explanatory paragraphs relating to certain
  litigation to which MAPCO Inc. is a defendant and the change in its method of
  accounting for business process reengineering activities to conform to the
  consensus reached by the Emerging Issues Task Force in Issue No. 97-13).  Such
  consolidated financial statements and schedule are incorporated herein by
  reference in reliance upon such reports given upon the authority of such firms
  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
  
                                        -2-
  3
  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.
  
                                        -3-
  4
  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, dated May 15, 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 Shares A Junior Participating Preferred Stock, dated
                          January 26, 1989 (filed as Exhibit 3(c) to Form 10-K
                          for the year ended December 31, 1988).
  
          *(4.6)  --      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).
  
          *(4.7)  --      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).
  
          *(4.8)  --      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).
  
          *(4.9)  --      By-laws of Williams, as amended, (filed as Exhibit 3 to
                          Form 10-Q for the quarter ended September 30, 1996).
  
          *(4.10) --      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 
                          9 3/8% Debentures, due 2021; the 8 1/4% Notes, due 1998;
                          Medium-Term Notes (9.10%-9.31%), due 2001; the 7 1/2%
                          Notes, due 1999, and the 8 7/8% Debentures, due 2012
                          (filed as Exhibit 4.1 to Form S-3 Registration
                          Statement No. 33-33294, filed February 2, 1990).
  
          *(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; 6 1/8% Notes due 2001; 
                          6 1/8% Mandatory Putable/Remarketable Securities due
                          2012; 6.20% Notes due 2002; and 6.50% Notes due 2006
                          (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 22,611,441 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).
  
                                        -4-
  5
         (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.
  
        (23.3)    --      Consent of Deloitte & Touche LLP.
  
        (24.1)    --      Power of Attorney.
  
        (24.2)    --      Certified copy of resolution authorizing signatures
                          pursuant to Power of Attorney.
  
        (99)      --      The Williams Communications Stock Plan
  
  -----------------------------
  
  *   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.
  
                                        -5-
  6
           (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 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.
  
                                        -6-
  7
                                     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
  14th day of August, 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 August 14, 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
  -7-
  8
  *                                                Director
  --------------------------                                          
          Jack A. MacAllister
  
             *                                                Director
  --------------------------                                          
           Frank T. MacInnis
  
             *                                                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)
  -8-
  9
                                 INDEX TO EXHIBITS
  EXHIBIT
  NUMBER                                                      DESCRIPTION
  -------                                                     -----------
  *(4.1)      --      Restated Certificate of Incorporation of Williams (filed as Exhibit 4(a) to Form 8-B Registration
                       Statement, filed August 20, 1987).
  
   *(4.2)      --      Certificate of 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, dated May 15, 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 Shares A Junior Participating Preferred
                       Stock, dated January 26, 1989 (filed as Exhibit 3(c) to Form 10-K for the year ended December 31,
                       1988).
  
   *(4.6)      --      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).
  
   *(4.7)      --      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).
  
   *(4.8)      --      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).
  
   *(4.9)      --      By-laws of Williams, as amended, (filed as Exhibit 3 to Form 10-Q for the quarter ended September
                       30, 1996).
  
   *(4.10)     --      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 9 3/8% Debentures, due 2021; the
                       8 1/4% Notes, due 1998; Medium-Term Notes (9.10%-9.31%), due 2001; the 7 1/2% Notes, due 1999, and
                       the 8 7/8% Debentures, due 2012 (filed as Exhibit 4.1 to Form S-3 Registration Statement No. 33-
                       33294, filed February 2, 1990).
  
   *(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; 6 1/8% Notes
                       due 2001; 6 1/8% Mandatory Putable/Remarketable Securities due 2012; 6.20% Notes due 2002; and
                       6.50% Notes due 2006 (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 22,611,441 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).
  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.
               
   (23.3)      --      Consent of Deloitte & Touche LLP.
               
   (24.1)      --      Power of Attorney.
               
   (24.2)      --      Certified copy of resolution authorizing signatures pursuant to Power of Attorney.
               
   (99)        --      The Williams Communications Stock Plan.