content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on April 23, 1999.
  
                                          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 INTERNATIONAL STOCK PLAN
  
                               (Full title of plan)
  
                            -------------------------
  
                               SHAWNA L. GEHRES, 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)    500,000(3)                        $43.50             $21,750,000              $7,500
  ===========================================================================================================
  </TABLE>
  (1)      Estimated based on the reported New York Stock Exchange composite
           transactions closing price on April 21, 1999.
  
  (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 Williams Companies, Inc.'s ("Williams") Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1998.
  
         (b)      Williams' Current Reports on Form 8-K dated January 26, 1999, 
                  March 1, 1999, and March 24, 1999.
  
         All reports subsequently filed by Williams 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 Williams appearing
  in Williams' Annual Report on Form 10-K for the year ended December 31, 1998,
  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, on the consolidated financial statements of MAPCO Inc. for each of the
  years ended December 31, 1997 and 1996 (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 Williams 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.
  
         Williams 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 Williams.  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 Williams provide for indemnification by Williams of its directors and
  officers to the fullest extent permitted by the General Corporation Law of
  Delaware.  In addition, Williams 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 Williams under which the
  directors and officers of Williams 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)      --Form of Senior Debt Indenture between Williams and Chase Manhattan
                Bank (formerly Chemical Bank), Trustee, relating to the 10 1/4%
                Debentures, due 2020; the 9 3/8% Debentures, due 2021; 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).
  
  *(4.2)      --Second 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 fiscal year ended December 31, 1997).
  
  *(4.3)      --Amendment dated January 26, 1999, to Second Amended and Restated
                Credit Agreement dated 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 fiscal
                year ended December 31, 1998).
  
  *(4.4)      --Form of Senior Debt Indenture between Williams and The First
                National Bank of Chicago, Trustee, relating to 6 1/2% Notes due
                2002; 6 5/8% Notes due 2004; floating rate notes due 2000; 6 1/8%
                Notes due 2001; 6.20% Notes due 2002; 6 1/2% Notes due 2006; 5.95%
                Structured Putable/Remarketable Securities due 2010; and 6 1/8%
                Mandatory Putable/Remarketable Securities due 2012 (filed as
                Exhibit 4.1 to Registration Statement on Form S-3 filed September
                8, 1997).
  
  *(4.5)      --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).
  
  *(4.6)      --Form of Warrant to purchase 11,305,720 shares of the Common Stock
                of Williams (filed as Exhibit 4.8 to the Registration Statement
                on Form S-8, filed August 30, 1996).
  
  *(4.7)      --Indenture dated May 1, 1990, between Transco Energy Company and
                The Bank of New York, as Trustee (filed as an Exhibit to Transco
                Energy Company's Form 8-K dated June 25, 1990.)
  
  *(4.8)      --First Supplemental Indenture dated June 20, 1990, between Transco
                Energy Company and The Bank of New York, as Trustee (filed as an
                Exhibit to Transco Energy Company's Form 8-K dated June 25, 1990).
  
  *(4.9)      --Second Supplemental Indenture dated November 29, 1990, between
                Transco Energy Company and The Bank of New York, as Trustee (filed
                as an Exhibit to Transco Energy Company's Form 8-K dated December
                7, 1990).
  
  *(4.10)     --Third Supplemental Indenture dated April 23, 1991, between Transco
                Energy Company and The Bank of New York, as Trustee (filed as an
                Exhibit to Transco Energy Company's Form 8-K dated April 30,
                1991).
  
  *(4.11)     --Fourth Supplemental Indenture dated August 22, 1991, between 
                Transco Energy Company and The Bank of New York, as Trustee (filed
                as an Exhibit to Transco Energy Company's Form 8-K dated August 
                27, 1991).
  
  *(4.12)     --Fifth Supplemental Indenture dated May 1, 1995, among Transco
                Energy Company, Williams, and The Bank of New York, Trustee,
                (filed as Exhibit 4(l) to Form 10-K for the fiscal year ended
                December 31, 1998).
  
  
                                        -4-
        
           
  <PAGE>   5
         (5.1)    --      Opinion and Consent of Shawna L. Gehres, Esq., Secretary
                          and Counsel for Williams, relating to the validity of
                          the securities.
  
        (23.1)    --      Consent of Shawna L. Gehres (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.
  
       *(99.1)    --      The Williams International Stock Plan (filed as Exhibit 
                          10 (iii)(l) to Form 10-K for the fiscal year ended 
                          December 31, 1998).
  
       *(99.2)    --      Report of Deloitte & Touche LLP, independent auditors, 
                          on the consolidated financial statements of MAPCO Inc.
                          for the two-year period ended December 31, 1997 (filed
                          as Exhibit 99 to Form 10-K for the fiscal year ended
                          December 31, 1998).
   
  
  -----------------------------
  
  *   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
  23rd day of April, 1999.
  
  
                                         THE WILLIAMS COMPANIES, INC.
                                         (Registrant)
  
  
  
                                         By     /s/ Shawna L. Gehres
                                           -------------------------------
                                                  (Shawna L. Gehres,
                                                  Attorney-in-fact)
  
  
         Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities indicated on April 23, 1999:
  
  
  <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/ Shawna L. Gehres
     -----------------------------------
     (Shawna L. Gehres, Attorney-in-fact)
  </TABLE>
  
  
  
  
  
                                        -8-
  <PAGE>   9
                                 INDEX TO EXHIBITS
  
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER                                                DESCRIPTION
  -------                                               -----------
   <S>        <C>     <C>
   (5.1)       --      Opinion and Consent of Shawna L. Gehres, Esq., Secretary and Counsel for Williams, 
                       relating to the validity of the securities.
  
   (23.1)      --      Consent of Shawna L. Gehres (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.
               
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23551}]
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": "333-76929", "film-number": "99600054"}, "business-address": {"street1": "ONE WILLIAMS CTR", "city": "TULSA", "state": "OK", "zip": "74172", "phone": "9185732000"}, "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 April 23, 1999.
  
                                          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 INTERNATIONAL STOCK PLAN
  
                               (Full title of plan)
  
                            -------------------------
  
                               SHAWNA L. GEHRES, 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)    500,000(3)                        $43.50             $21,750,000              $7,500
  ===========================================================================================================
  (1)      Estimated based on the reported New York Stock Exchange composite
           transactions closing price on April 21, 1999.
  
  (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 Williams Companies, Inc.'s ("Williams") Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1998.
  
         (b)      Williams' Current Reports on Form 8-K dated January 26, 1999, 
                  March 1, 1999, and March 24, 1999.
  
         All reports subsequently filed by Williams 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 Williams appearing
  in Williams' Annual Report on Form 10-K for the year ended December 31, 1998,
  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, on the consolidated financial statements of MAPCO Inc. for each of the
  years ended December 31, 1997 and 1996 (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 Williams 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.
  
         Williams 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 Williams.  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 Williams provide for indemnification by Williams of its directors and
  officers to the fullest extent permitted by the General Corporation Law of
  Delaware.  In addition, Williams 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 Williams under which the
  directors and officers of Williams 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)      --Form of Senior Debt Indenture between Williams and Chase Manhattan
                Bank (formerly Chemical Bank), Trustee, relating to the 10 1/4%
                Debentures, due 2020; the 9 3/8% Debentures, due 2021; 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).
  
  *(4.2)      --Second 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 fiscal year ended December 31, 1997).
  
  *(4.3)      --Amendment dated January 26, 1999, to Second Amended and Restated
                Credit Agreement dated 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 fiscal
                year ended December 31, 1998).
  
  *(4.4)      --Form of Senior Debt Indenture between Williams and The First
                National Bank of Chicago, Trustee, relating to 6 1/2% Notes due
                2002; 6 5/8% Notes due 2004; floating rate notes due 2000; 6 1/8%
                Notes due 2001; 6.20% Notes due 2002; 6 1/2% Notes due 2006; 5.95%
                Structured Putable/Remarketable Securities due 2010; and 6 1/8%
                Mandatory Putable/Remarketable Securities due 2012 (filed as
                Exhibit 4.1 to Registration Statement on Form S-3 filed September
                8, 1997).
  
  *(4.5)      --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).
  
  *(4.6)      --Form of Warrant to purchase 11,305,720 shares of the Common Stock
                of Williams (filed as Exhibit 4.8 to the Registration Statement
                on Form S-8, filed August 30, 1996).
  
  *(4.7)      --Indenture dated May 1, 1990, between Transco Energy Company and
                The Bank of New York, as Trustee (filed as an Exhibit to Transco
                Energy Company's Form 8-K dated June 25, 1990.)
  
  *(4.8)      --First Supplemental Indenture dated June 20, 1990, between Transco
                Energy Company and The Bank of New York, as Trustee (filed as an
                Exhibit to Transco Energy Company's Form 8-K dated June 25, 1990).
  
  *(4.9)      --Second Supplemental Indenture dated November 29, 1990, between
                Transco Energy Company and The Bank of New York, as Trustee (filed
                as an Exhibit to Transco Energy Company's Form 8-K dated December
                7, 1990).
  
  *(4.10)     --Third Supplemental Indenture dated April 23, 1991, between Transco
                Energy Company and The Bank of New York, as Trustee (filed as an
                Exhibit to Transco Energy Company's Form 8-K dated April 30,
                1991).
  
  *(4.11)     --Fourth Supplemental Indenture dated August 22, 1991, between 
                Transco Energy Company and The Bank of New York, as Trustee (filed
                as an Exhibit to Transco Energy Company's Form 8-K dated August 
                27, 1991).
  
  *(4.12)     --Fifth Supplemental Indenture dated May 1, 1995, among Transco
                Energy Company, Williams, and The Bank of New York, Trustee,
                (filed as Exhibit 4(l) to Form 10-K for the fiscal year ended
                December 31, 1998).
  
                                        -4-
  5
         (5.1)    --      Opinion and Consent of Shawna L. Gehres, Esq., Secretary
                          and Counsel for Williams, relating to the validity of
                          the securities.
  
        (23.1)    --      Consent of Shawna L. Gehres (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.
  
       *(99.1)    --      The Williams International Stock Plan (filed as Exhibit 
                          10 (iii)(l) to Form 10-K for the fiscal year ended 
                          December 31, 1998).
  
       *(99.2)    --      Report of Deloitte & Touche LLP, independent auditors, 
                          on the consolidated financial statements of MAPCO Inc.
                          for the two-year period ended December 31, 1997 (filed
                          as Exhibit 99 to Form 10-K for the fiscal year ended
                          December 31, 1998).
   
  
  -----------------------------
  
  *   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
  23rd day of April, 1999.
  
                                         THE WILLIAMS COMPANIES, INC.
                                         (Registrant)
  
                                         By     /s/ Shawna L. Gehres
                                           -------------------------------
                                                  (Shawna L. Gehres,
                                                  Attorney-in-fact)
  
         Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities indicated on April 23, 1999:
  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/ Shawna L. Gehres
     -----------------------------------
     (Shawna L. Gehres, Attorney-in-fact)
  -8-
  9
                                 INDEX TO EXHIBITS
  EXHIBIT
  NUMBER                                                DESCRIPTION
  -------                                               -----------
  (5.1)       --      Opinion and Consent of Shawna L. Gehres, Esq., Secretary and Counsel for Williams, 
                       relating to the validity of the securities.
  
   (23.1)      --      Consent of Shawna L. Gehres (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.