content: <PAGE>   1
  
  
  
  
  
    As filed with the Securities and Exchange Commission on November 21, 1997
  
                                                         Registration No. 33-
                                                                             -----
   ===============================================================================
  
                         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 COMPANIES, INC.
                      1996 STOCK PLAN FOR NONOFFICER EMPLOYEES
                                (Full title of plan)
  
                                  ----------------
  
                               DAVID M. HIGBEE, ESQ.
                            The Williams Companies, Inc.
                                One Williams Center
                                  Tulsa, OK  74172
                                   (918) 588-2000
            (Name, address and telephone number of agent for service)
  
                                  ----------------
  
                          CALCULATION OF REGISTRATION FEE
  
  ===============================================================================
  
  <TABLE>
  <CAPTION>
                                                       Proposed             Proposed   
      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>
  Common Stock,
    ($1 par value)    6,000,000(3)     $52 7/8        $317,250,000           $96,136  
  ====================================================================================
  </TABLE>
  
  (1)      Estimated based on the reported New York Stock Exchange composite
           transactions closing price on November 18, 1997.
  
  (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 prospectus:
  
         (a)      Williams' Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1996.
  
         (b)      Williams' Quarterly Reports on Form 10-Q for the quarters ended
                  March 31, 1997, June 30, 1997 and September 30, 1997.
  
         (c)      Williams' Current Reports on Form 8-K dated January 2, 1997,
                  September 8, 1997, September 19, 1997 and October 28, 1997.
  
         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
  termination of the offering, shall be deemed to be incorporated herein by
  reference and to be a part hereof.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         The consolidated financial statements and schedule of the Company
  appearing in the Company's Annual Report on Form 10-K for the year ended
  December 31, 1996, have been audited by Ernst & Young LLP, independent auditors,
  as set forth in their report thereon included therein and incorporated herein
  by reference.  The financial statements and schedule referred to above are
  incorporated herein by reference in reliance upon such report given upon the
  authority of such firm as experts in auditing and accounting.
  
         The reports of independent auditors relating to the audited consolidated
  financial statements and schedules of the Company in any documents filed
  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
  date hereof  and prior to the termination of the offering to the extent covered
  by consents thereto filed with the Securities and Exchange Commission will be
  incorporated by reference in reliance upon the reports of such independent
  auditors pertaining to such financial statements given upon the authority of 
  such independent auditors as experts in auditing and accounting.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
         The Company is empowered by Section 145 of the General Corporation Law
  of Delaware, subject to the procedures and limitations stated therein, to
  indemnify any person against expenses (including attorneys' fees), judgments,
  fines and amounts paid in settlement actually and reasonably incurred by such
  person in connection with any threatened, pending or completed action, suit or
  proceeding in which such person is made a party by reason of such person being
  or having been a director, officer, employee or agent of the Company.  The
  statute provides that indemnification pursuant to its provisions is not
  exclusive of other rights of indemnification to which a person may be entitled
  under any by-law, agreement, vote of stockholders or disinterested directors,
  or otherwise.  The By-laws of the Company provide for indemnification by the
  Company of its directors and officers to the fullest extent permitted by the
  General Corporation Law of Delaware.  In addition, the Company has entered into
  indemnity agreements with its directors and certain officers providing for,
  among other things, the indemnification of and the advancing of expenses to
  such individuals to the fullest extent permitted by law, and, to the extent
  insurance is maintained, for the continued coverage of such individuals.
  
         Policies of insurance are maintained by the Company under which the
  directors and officers of the Company are insured, within the limits and
  subject to the limitations of the policies, against certain expenses in
  connection with the defense of actions, suits or proceedings, and certain
  liabilities which might be imposed as a result of such actions, suits or
  proceedings, to which they are parties by reason of being or having been such
  directors or officers.
  
  
  
  
  
                                        -2-
  <PAGE>   3
  ITEM 8.  EXHIBITS.
  
  <TABLE>
        <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, filed May 16, 1997.
  
          *(4.4)  --      Certificate of Increase of Authorized Number of Shares of Series A Junior Participating
                          Preferred Stock (filed as Exhibit 3(c) to Form 10-K for the year ended December 31, 1988).
  
          *(4.5)  --      Certificate of Increase of Authorized Number of Shares of Series A Junior Participating
                          Preferred Stock (filed as Exhibit 3(f) to Form 10-K for the year ended December 31, 1995).
  
          *(4.6)  --      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).
  
          *(4.7)  --      By-laws of Williams (filed as Exhibit 3 to Form 10-Q for the quarter ended September 30, 1993).
  
          *(4.8)  --      Form of Senior Debt Indenture between the Company and Chemical Bank, Trustee, relating to the 10
                          1/4% Debentures, due 2020; the 9 3/8% Debentures, due 2021; the 8 1/4% Notes, due 1998; Medium-
                          Term Notes (8.50%-9.31%), due 1996 through 2001; the 7 1/2% Notes, due 1999, and the 8 7/8%
                          Debentures, due 2012 (filed as Exhibit 4.1 to Form S-3 Registration Statement No. 33-33294,
                          filed February 2, 1990).
  
          *(4.9)  --      U.S. $800,000,000 Credit Agreement, dated as of February 23, 1995, among Williams and certain of
                          its subsidiaries and the banks named therein and Citibank, N.A., as agent (filed as Exhibit 4(b)
                          to Form 10-K for the year ended December 31, 1994).
  
         *(4.10)  --      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).
  
         *(4.11)  --      Form of Warrant to purchase 11,305,720 shares of the Common Stock of the Company (filed as
                          exhibit 4.8 to the Registration Statement on Form S-8, filed August 30, 1996).
  
         *(4.12)  --      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).
  
           (5.1)  --      Opinion and Consent of David M. Higbee, Esq., Secretary and Counsel for the Company, relating to
                          the validity of the securities.
  
          (23.1)  --      Consent of David M. Higbee (contained in Exhibit 5.1).
                
          (23.2)  --      Consent of Ernst & Young LLP.
                
          (24.1)  --      Power of Attorney.
                
          (24.2)  --      Certified copy of resolution authorizing signatures pursuant to Power of Attorney.
                
           *(99)  --      The Williams Companies, Inc. 1996 Stock Plan for Non-Employee Directors (filed as Exhibit A to
                          the Company's definitive Proxy Statement dated March 27, 1996).
  ------------------------------                                                         
  </TABLE>
  
  *   The exhibits have heretofore been filed with the Securities and Exchange
      Commission as part of the filing indicated and are incorporated herein by
      reference.
  
  
  
  
  
                                        -3-
  <PAGE>   4
  ITEM 9.  UNDERTAKINGS.
  
           (a)    Rule 415 offering.  Include the following if the securities are
                  registered pursuant to Rule 415 under the Securities Act:
  
                  The undersigned registrant hereby undertakes:
  
                  (1)   To file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        registration statement:
  
                        (i)      To include any prospectus required by Section 
                                 10(a)(3) of the Securities Act of 1933;
  
                        (ii)     To reflect in the prospectus any facts or events
                                 arising after the effective date of the
                                 registration statement (or the most recent
                                 post-effective amendment thereof) which,
                                 individually or in the aggregate, represent a
                                 fundamental change in the information set forth
                                 in the registration statement;
  
                        (iii)    To include any material information with respect
                                 to the plan of distribution not previously
                                 disclosed in the registration statement or any
                                 material change to such information in the
                                 registration statement;
  
                        Provided, however, That paragraphs (a)(1)(i) and
                        (a)(1)(ii) of this Section do not apply if the
                        registration statement is on Form S-3, Form S-8 or Form
                        F-3, and the information required to be included in a
                        post-effective amendment by those paragraphs is contained
                        in periodic reports filed with or furnished to the
                        Commission by the registrant pursuant to Section 13 or
                        Section 15(d) of the Securities Exchange Act of 1934 that
                        are incorporated by reference in the registration
                        statement.
  
                  (2)   That, for the purpose of determining any liability under
                        the Securities Act of 1933, each such post-effective
                        amendment shall be deemed to be a new registration
                        statement relating to the securities offered therein, and
                        the offering of such securities at that time shall be
                        deemed to be the initial bona fide offering thereof.
  
                  (3)   To remove from registration by means of a post-effective
                        amendment any of the securities being registered which
                        remain unsold at the termination of the offering.
  
           (b)    The undersigned registrant hereby undertakes that, for purposes
                  of determining any liability under the Securities Act of 1933,
                  each filing of the registrant's annual report pursuant to
                  Section 13(a) or Section 15(d) of the Securities Exchange Act
                  of 1934 (and, where applicable, each filing of an employee
                  benefit plan's annual report pursuant to Section 15(d) of the
                  Securities Exchange Act of 1934) that is incorporated by
                  reference in the registration statement shall be deemed to be a
                  new registration statement relating to the securities offered
                  therein, and the offering of such securities at that time shall
                  be deemed to be the initial bona fide offering thereof.
  
           (c)    Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act of 1933 and is, therefore,
                  unenforceable.  In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  registrant of expenses incurred or
  
  
  
  
  
                                        -4-
  <PAGE>   5
                  paid by a director, officer or controlling person of the
                  registrant in the successful defense of any action, suit or
                  proceeding) is asserted by such director, officer or
                  controlling person in connection with the securities being
                  registered, the registrant will, unless in the opinion of its
                  counsel the matter has been settled by controlling precedent,
                  submit to a court of appropriate jurisdiction the question
                  whether such indemnification by it is against public policy as
                  expressed in the Act and will be governed by the final
                  adjudication of such issue.
  
  
  
  
  
                                        -5-
  <PAGE>   6
                                     SIGNATURES
  
           The Registrant.  Pursuant to the requirements of the Securities Act of
  1933, the registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this registration statement to be signed on its behalf by the undersigned,
  thereunto duly authorized in the City of Tulsa and State of Oklahoma on the
  21st day of November, 1997.
  
  
                                                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 November 21, 1997:
  
  
               SIGNATURE                                      TITLE
               ---------                                      -----
  
              *                                   Chairman of the Board, President
  --------------------------                                                      
            Keith E. Bailey                         and Chief Executive Officer
                                                    (Principal Executive Officer)
                                              
              *                                   Senior Vice President
  --------------------------                                           
           Jack D. McCarthy                         (Principal Financial Officer)
                                              
                                              
              *                                   Controller
  --------------------------                                
            Gary R. Belitz                          (Principal Accounting Officer)
                                              
                                              
              *                                   Director
  --------------------------                              
             Glenn A. Cox                     
                                              
                                              
              *                                   Director
  --------------------------                              
         Thomas H. Cruikshank                 
                                              
                                              
              *                                   Director
  --------------------------                              
          Patricia L. Higgins                 
                                              
                                              
              *                                   Director
  --------------------------                              
             W. R. Howell                     
                                              
                                              
              *                                   Director
  --------------------------                              
          Robert J. LaFortune                 
                                              
                                              
              *                                   Director
  --------------------------                              
            James C. Lewis                    
  
  
  
  
  
                                        -6-
  <PAGE>   7
  
              *                                   Director
  --------------------------                              
          Jack A. MacAllister                     
                                                  
                                                  
              *                                   Director
  --------------------------                              
            Peter C. Meinig                       
                                                  
                                                  
              *                                   Director
  --------------------------                              
              Kay A. Orr                          
                                                  
                                                  
              *                                   Director
  --------------------------                              
           Gordon R. Parker                       
                                                  
                                                  
              *                                   Director
  --------------------------                              
          Joseph H. Williams                      
                                                  
                                                  
                                                  
  *By  s/David M. Higbee                          
     -----------------------------------          
     (David M. Higbee, Attorney-in-fact)          
                                                      
  
  
  
  
                                        -7-
  <PAGE>   8
  INDEX TO EXHIBITS.
  
  <TABLE>
        <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, filed May 16, 1997.
  
          *(4.4)    --    Certificate of Increase of Authorized Number of Shares of Series A Junior Participating
                          Preferred Stock (filed as Exhibit 3(c) to Form 10-K for the year ended December 31, 1988).
  
          *(4.5)    --    Certificate of Increase of Authorized Number of Shares of Series A Junior Participating
                          Preferred Stock (filed as Exhibit 3(f) to Form 10-K for the year ended December 31, 1995).
  
          *(4.6)    --    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).
  
          *(4.7)    --    By-laws of Williams (filed as Exhibit 3 to Form 10-Q for the quarter ended September 30, 1993).
  
          *(4.8)    --    Form of Senior Debt Indenture between the Company and Chemical Bank, Trustee, relating to the 10
                          1/4% Debentures, due 2020; the 9 3/8% Debentures, due 2021; the 8 1/4% Notes, due 1998; Medium-
                          Term Notes (8.50%-9.31%), due 1996 through 2001; the 7 1/2% Notes, due 1999, and the 8 7/8%
                          Debentures, due 2012 (filed as Exhibit 4.1 to Form S-3 Registration Statement No. 33-33294,
                          filed February 2, 1990).
  
          *(4.9)    --    U.S. $800,000,000 Credit Agreement, dated as of February 23, 1995, among Williams and certain of
                          its subsidiaries and the banks named therein and Citibank, N.A., as agent (filed as Exhibit 4(b)
                          to Form 10-K for the year ended December 31, 1994).
  
         *(4.10)    --    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).
  
         *(4.11)    --    Form of Warrant to purchase 11,305,720 shares of the Common Stock of the Company (filed as
                          exhibit 4.8 to the Registration Statement on Form S-8, filed August 30, 1996).
  
         *(4.12)    --    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).
  
         (5.1)    --      Opinion and Consent of David M. Higbee, Esq., Secretary and Counsel for the Company, relating to
                          the validity of the securities.
  
        (23.1)    --      Consent of David M. Higbee (contained in Exhibit 5.1).
  
        (23.2)    --      Consent of Ernst & Young LLP.
  
        (24.1)    --      Power of Attorney.
  
        (24.2)    --      Certified copy of resolution authorizing signatures pursuant to Power of Attorney.
  
        *(99)       --    The Williams Companies, Inc. 1996 Stock Plan for Non-Employee Directors (filed as Exhibit A to
                          the Company's definitive Proxy Statement dated March 27, 1996).
  </TABLE>
  
  
  
  
  
                                        -8-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25738}]
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": "333-40721", "film-number": "97725768"}, "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 November 21, 1997
  
                                                         Registration No. 33-
                                                                             -----
   ===============================================================================
  
                         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 COMPANIES, INC.
                      1996 STOCK PLAN FOR NONOFFICER EMPLOYEES
                                (Full title of plan)
  
                                  ----------------
  
                               DAVID M. HIGBEE, ESQ.
                            The Williams Companies, Inc.
                                One Williams Center
                                  Tulsa, OK  74172
                                   (918) 588-2000
            (Name, address and telephone number of agent for service)
  
                                  ----------------
  
                          CALCULATION OF REGISTRATION FEE
  
  ===============================================================================
  Proposed             Proposed   
      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)    6,000,000(3)     $52 7/8        $317,250,000           $96,136  
  ====================================================================================
  (1)      Estimated based on the reported New York Stock Exchange composite
           transactions closing price on November 18, 1997.
  
  (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 prospectus:
  
         (a)      Williams' Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1996.
  
         (b)      Williams' Quarterly Reports on Form 10-Q for the quarters ended
                  March 31, 1997, June 30, 1997 and September 30, 1997.
  
         (c)      Williams' Current Reports on Form 8-K dated January 2, 1997,
                  September 8, 1997, September 19, 1997 and October 28, 1997.
  
         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
  termination of the offering, shall be deemed to be incorporated herein by
  reference and to be a part hereof.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         The consolidated financial statements and schedule of the Company
  appearing in the Company's Annual Report on Form 10-K for the year ended
  December 31, 1996, have been audited by Ernst & Young LLP, independent auditors,
  as set forth in their report thereon included therein and incorporated herein
  by reference.  The financial statements and schedule referred to above are
  incorporated herein by reference in reliance upon such report given upon the
  authority of such firm as experts in auditing and accounting.
  
         The reports of independent auditors relating to the audited consolidated
  financial statements and schedules of the Company in any documents filed
  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
  date hereof  and prior to the termination of the offering to the extent covered
  by consents thereto filed with the Securities and Exchange Commission will be
  incorporated by reference in reliance upon the reports of such independent
  auditors pertaining to such financial statements given upon the authority of 
  such independent auditors as experts in auditing and accounting.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
         The Company is empowered by Section 145 of the General Corporation Law
  of Delaware, subject to the procedures and limitations stated therein, to
  indemnify any person against expenses (including attorneys' fees), judgments,
  fines and amounts paid in settlement actually and reasonably incurred by such
  person in connection with any threatened, pending or completed action, suit or
  proceeding in which such person is made a party by reason of such person being
  or having been a director, officer, employee or agent of the Company.  The
  statute provides that indemnification pursuant to its provisions is not
  exclusive of other rights of indemnification to which a person may be entitled
  under any by-law, agreement, vote of stockholders or disinterested directors,
  or otherwise.  The By-laws of the Company provide for indemnification by the
  Company of its directors and officers to the fullest extent permitted by the
  General Corporation Law of Delaware.  In addition, the Company has entered into
  indemnity agreements with its directors and certain officers providing for,
  among other things, the indemnification of and the advancing of expenses to
  such individuals to the fullest extent permitted by law, and, to the extent
  insurance is maintained, for the continued coverage of such individuals.
  
         Policies of insurance are maintained by the Company under which the
  directors and officers of the Company are insured, within the limits and
  subject to the limitations of the policies, against certain expenses in
  connection with the defense of actions, suits or proceedings, and certain
  liabilities which might be imposed as a result of such actions, suits or
  proceedings, to which they are parties by reason of being or having been such
  directors or officers.
  
                                        -2-
  3
  ITEM 8.  EXHIBITS.
  *(4.1)  --      Restated Certificate of Incorporation of Williams (filed as Exhibit 4(a) to Form 8-B
                          Registration Statement, filed August 20, 1987).
  
          *(4.2)  --      Certificate of Amendment of Restated Certificate of Incorporation, dated May 20, 1994 (filed as
                          Exhibit 3(d) to Form 10-K for the fiscal year ended December 31, 1994).
  
           (4.3)  --      Certificate of Amendment of Restated Certificate of Incorporation, filed May 16, 1997.
  
          *(4.4)  --      Certificate of Increase of Authorized Number of Shares of Series A Junior Participating
                          Preferred Stock (filed as Exhibit 3(c) to Form 10-K for the year ended December 31, 1988).
  
          *(4.5)  --      Certificate of Increase of Authorized Number of Shares of Series A Junior Participating
                          Preferred Stock (filed as Exhibit 3(f) to Form 10-K for the year ended December 31, 1995).
  
          *(4.6)  --      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).
  
          *(4.7)  --      By-laws of Williams (filed as Exhibit 3 to Form 10-Q for the quarter ended September 30, 1993).
  
          *(4.8)  --      Form of Senior Debt Indenture between the Company and Chemical Bank, Trustee, relating to the 10
                          1/4% Debentures, due 2020; the 9 3/8% Debentures, due 2021; the 8 1/4% Notes, due 1998; Medium-
                          Term Notes (8.50%-9.31%), due 1996 through 2001; the 7 1/2% Notes, due 1999, and the 8 7/8%
                          Debentures, due 2012 (filed as Exhibit 4.1 to Form S-3 Registration Statement No. 33-33294,
                          filed February 2, 1990).
  
          *(4.9)  --      U.S. $800,000,000 Credit Agreement, dated as of February 23, 1995, among Williams and certain of
                          its subsidiaries and the banks named therein and Citibank, N.A., as agent (filed as Exhibit 4(b)
                          to Form 10-K for the year ended December 31, 1994).
  
         *(4.10)  --      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).
  
         *(4.11)  --      Form of Warrant to purchase 11,305,720 shares of the Common Stock of the Company (filed as
                          exhibit 4.8 to the Registration Statement on Form S-8, filed August 30, 1996).
  
         *(4.12)  --      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).
  
           (5.1)  --      Opinion and Consent of David M. Higbee, Esq., Secretary and Counsel for the Company, relating to
                          the validity of the securities.
  
          (23.1)  --      Consent of David M. Higbee (contained in Exhibit 5.1).
                
          (23.2)  --      Consent of Ernst & Young LLP.
                
          (24.1)  --      Power of Attorney.
                
          (24.2)  --      Certified copy of resolution authorizing signatures pursuant to Power of Attorney.
                
           *(99)  --      The Williams Companies, Inc. 1996 Stock Plan for Non-Employee Directors (filed as Exhibit A to
                          the Company's definitive Proxy Statement dated March 27, 1996).
  ------------------------------
  *   The exhibits have heretofore been filed with the Securities and Exchange
      Commission as part of the filing indicated and are incorporated herein by
      reference.
  
                                        -3-
  4
  ITEM 9.  UNDERTAKINGS.
  
           (a)    Rule 415 offering.  Include the following if the securities are
                  registered pursuant to Rule 415 under the Securities Act:
  
                  The undersigned registrant hereby undertakes:
  
                  (1)   To file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        registration statement:
  
                        (i)      To include any prospectus required by Section 
                                 10(a)(3) of the Securities Act of 1933;
  
                        (ii)     To reflect in the prospectus any facts or events
                                 arising after the effective date of the
                                 registration statement (or the most recent
                                 post-effective amendment thereof) which,
                                 individually or in the aggregate, represent a
                                 fundamental change in the information set forth
                                 in the registration statement;
  
                        (iii)    To include any material information with respect
                                 to the plan of distribution not previously
                                 disclosed in the registration statement or any
                                 material change to such information in the
                                 registration statement;
  
                        Provided, however, That paragraphs (a)(1)(i) and
                        (a)(1)(ii) of this Section do not apply if the
                        registration statement is on Form S-3, Form S-8 or Form
                        F-3, and the information required to be included in a
                        post-effective amendment by those paragraphs is contained
                        in periodic reports filed with or furnished to the
                        Commission by the registrant pursuant to Section 13 or
                        Section 15(d) of the Securities Exchange Act of 1934 that
                        are incorporated by reference in the registration
                        statement.
  
                  (2)   That, for the purpose of determining any liability under
                        the Securities Act of 1933, each such post-effective
                        amendment shall be deemed to be a new registration
                        statement relating to the securities offered therein, and
                        the offering of such securities at that time shall be
                        deemed to be the initial bona fide offering thereof.
  
                  (3)   To remove from registration by means of a post-effective
                        amendment any of the securities being registered which
                        remain unsold at the termination of the offering.
  
           (b)    The undersigned registrant hereby undertakes that, for purposes
                  of determining any liability under the Securities Act of 1933,
                  each filing of the registrant's annual report pursuant to
                  Section 13(a) or Section 15(d) of the Securities Exchange Act
                  of 1934 (and, where applicable, each filing of an employee
                  benefit plan's annual report pursuant to Section 15(d) of the
                  Securities Exchange Act of 1934) that is incorporated by
                  reference in the registration statement shall be deemed to be a
                  new registration statement relating to the securities offered
                  therein, and the offering of such securities at that time shall
                  be deemed to be the initial bona fide offering thereof.
  
           (c)    Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act of 1933 and is, therefore,
                  unenforceable.  In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  registrant of expenses incurred or
  
                                        -4-
  5
                  paid by a director, officer or controlling person of the
                  registrant in the successful defense of any action, suit or
                  proceeding) is asserted by such director, officer or
                  controlling person in connection with the securities being
                  registered, the registrant will, unless in the opinion of its
                  counsel the matter has been settled by controlling precedent,
                  submit to a court of appropriate jurisdiction the question
                  whether such indemnification by it is against public policy as
                  expressed in the Act and will be governed by the final
                  adjudication of such issue.
  
                                        -5-
  6
                                     SIGNATURES
  
           The Registrant.  Pursuant to the requirements of the Securities Act of
  1933, the registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this registration statement to be signed on its behalf by the undersigned,
  thereunto duly authorized in the City of Tulsa and State of Oklahoma on the
  21st day of November, 1997.
  
                                                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 November 21, 1997:
  
               SIGNATURE                                      TITLE
               ---------                                      -----
  
              *                                   Chairman of the Board, President
  --------------------------                                                      
            Keith E. Bailey                         and Chief Executive Officer
                                                    (Principal Executive Officer)
                                              
              *                                   Senior Vice President
  --------------------------                                           
           Jack D. McCarthy                         (Principal Financial Officer)
                                              
                                              
              *                                   Controller
  --------------------------                                
            Gary R. Belitz                          (Principal Accounting Officer)
                                              
                                              
              *                                   Director
  --------------------------                              
             Glenn A. Cox                     
                                              
                                              
              *                                   Director
  --------------------------                              
         Thomas H. Cruikshank                 
                                              
                                              
              *                                   Director
  --------------------------                              
          Patricia L. Higgins                 
                                              
                                              
              *                                   Director
  --------------------------                              
             W. R. Howell                     
                                              
                                              
              *                                   Director
  --------------------------                              
          Robert J. LaFortune                 
                                              
                                              
              *                                   Director
  --------------------------                              
            James C. Lewis                    
  
                                        -6-
  7
  
              *                                   Director
  --------------------------                              
          Jack A. MacAllister                     
                                                  
                                                  
              *                                   Director
  --------------------------                              
            Peter C. Meinig                       
                                                  
                                                  
              *                                   Director
  --------------------------                              
              Kay A. Orr                          
                                                  
                                                  
              *                                   Director
  --------------------------                              
           Gordon R. Parker                       
                                                  
                                                  
              *                                   Director
  --------------------------                              
          Joseph H. Williams                      
                                                  
                                                  
                                                  
  *By  s/David M. Higbee                          
     -----------------------------------          
     (David M. Higbee, Attorney-in-fact)          
                                                      
  
                                        -7-
  8
  INDEX TO EXHIBITS.
  *(4.1)    --    Restated Certificate of Incorporation of Williams (filed as Exhibit 4(a) to Form 8-B
                          Registration Statement, filed August 20, 1987).
  
          *(4.2)    --    Certificate of Amendment of Restated Certificate of Incorporation, dated May 20, 1994 (filed as
                          Exhibit 3(d) to Form 10-K for the fiscal year ended December 31, 1994).
  
           (4.3)    --    Certificate of Amendment of Restated Certificate of Incorporation, filed May 16, 1997.
  
          *(4.4)    --    Certificate of Increase of Authorized Number of Shares of Series A Junior Participating
                          Preferred Stock (filed as Exhibit 3(c) to Form 10-K for the year ended December 31, 1988).
  
          *(4.5)    --    Certificate of Increase of Authorized Number of Shares of Series A Junior Participating
                          Preferred Stock (filed as Exhibit 3(f) to Form 10-K for the year ended December 31, 1995).
  
          *(4.6)    --    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).
  
          *(4.7)    --    By-laws of Williams (filed as Exhibit 3 to Form 10-Q for the quarter ended September 30, 1993).
  
          *(4.8)    --    Form of Senior Debt Indenture between the Company and Chemical Bank, Trustee, relating to the 10
                          1/4% Debentures, due 2020; the 9 3/8% Debentures, due 2021; the 8 1/4% Notes, due 1998; Medium-
                          Term Notes (8.50%-9.31%), due 1996 through 2001; the 7 1/2% Notes, due 1999, and the 8 7/8%
                          Debentures, due 2012 (filed as Exhibit 4.1 to Form S-3 Registration Statement No. 33-33294,
                          filed February 2, 1990).
  
          *(4.9)    --    U.S. $800,000,000 Credit Agreement, dated as of February 23, 1995, among Williams and certain of
                          its subsidiaries and the banks named therein and Citibank, N.A., as agent (filed as Exhibit 4(b)
                          to Form 10-K for the year ended December 31, 1994).
  
         *(4.10)    --    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).
  
         *(4.11)    --    Form of Warrant to purchase 11,305,720 shares of the Common Stock of the Company (filed as
                          exhibit 4.8 to the Registration Statement on Form S-8, filed August 30, 1996).
  
         *(4.12)    --    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).
  
         (5.1)    --      Opinion and Consent of David M. Higbee, Esq., Secretary and Counsel for the Company, relating to
                          the validity of the securities.
  
        (23.1)    --      Consent of David M. Higbee (contained in Exhibit 5.1).
  
        (23.2)    --      Consent of Ernst & Young LLP.
  
        (24.1)    --      Power of Attorney.
  
        (24.2)    --      Certified copy of resolution authorizing signatures pursuant to Power of Attorney.
  
        *(99)       --    The Williams Companies, Inc. 1996 Stock Plan for Non-Employee Directors (filed as Exhibit A to
                          the Company's definitive Proxy Statement dated March 27, 1996).
  -8-