<PAGE>   1


      As filed with the Securities and Exchange Commission on May 1, 1995

                                                     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)                                      
                                                         
                             --------------------

                             TRANSCO ENERGY COMPANY
                                  THRIFT PLAN
                              (Full title of plan)

                             --------------------

                             DAVID M. HIGBEE, ESQ.
                          The Williams Companies, Inc.
                              One Williams Center
                                Tulsa, OK  74172
                                 (918) 588-2000
           (Name, address and telephone number of agent for service)

                             --------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
                                                    Proposed              Proposed
                                                    Maximum               Maximum
    Title of                  Amount                Offering              Aggregate             Amount of
 Securities to                to be                 Price                 Offering             Registration
 be Registered              Registered              Per Unit(1)           Price(2)                 Fee     
- -------------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>                 <C>                      <C>      
Common Stock,                                                                                            
  ($1 par value)          1,000,000(3)             $30 3/4             $30,750,000              $10,604  
=============================================================================================================
</TABLE>


(1)      Estimated based on the reported New York Stock Exchange composite
         transactions closing price on April 19, 1995.

(2)      Estimated solely for the purpose of calculating the filing fee.

(3)      Includes one-half of a Right issuable under the terms of The Williams
         Companies, Inc. Rights Plan for each share of stock.
===============================================================================
<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)    (1)  The Williams Companies, Inc. (the "Company" or "Williams"),
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1994.

             (2)  The Transco Energy Company Thrift Plan's (the "Plan") Annual
                  Report on Form 11-K for the fiscal year ended December 31,
                  1993.

      (b)         Williams Current Reports on Form 8-K, dated January 5, 1995,
                  January 11, 1995, and Form 8-K/A, dated March 29, 1995,
                  excluding Item 8 of Transco Energy Company's Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1994, which
                  is incorporated by reference in the Form 8-K/A.

      (c)         The Company is authorized to issue 240,000,000 shares of
                  Common Stock, $1.00 par value per share.  As of March 24,
                  1995, 91,028,261 shares of Common Stock were outstanding.
                  The following description of the shares of Common Stock does
                  not purport to be complete and is qualified in its entirety
                  by reference to the pertinent sections of the Company's
                  Restated Certificate of Incorporation, as amended, which is
                  incorporated by reference in this Registration Statement.

                  Holders of Common Stock are entitled to dividends as declared
                  by the Board of Directors.  Certain of the Company's loan
                  agreements contain provisions restricting the payment of
                  dividends.  Under the most restrictive of such provisions,
                  the Company had approximately $565 million available at
                  December 31, 1994, for the payment of dividends.  Debt
                  instruments of certain subsidiaries of the Company limit the
                  amount of dividend payments to the Company which may
                  adversely impact the funds available to the Company to pay
                  dividends on its Common Stock.

                  Subject to the rights of the holders of any outstanding
                  shares of Preferred Stock, holders of Common Stock are
                  entitled to cast one vote for each share held of record on
                  all matters.  Voting securities do not have cumulative voting
                  rights.  This means that the holders of more than 50 percent
                  of the voting power of all securities outstanding voting for
                  the election of directors can elect 100 percent of the
                  directors if they choose to do so; and in such event, the
                  holders of the remaining voting power will not be able to
                  elect any person or persons to the Board of Directors.

                  Stockholders have no preemptive or subscription rights upon
                  the issuance of additional shares of the Company's stock of
                  any class or series.  Upon liquidation or dissolution of the
                  Company, whether voluntary or involuntary, the holders of
                  Common Stock are entitled to share ratably in the assets of
                  the Company available for distribution after provision for
                  creditors and holders of preferred stock.  All of the issued
                  and outstanding Common Stock is duly authorized, validly
                  issued, fully paid and will not be subject to further calls
                  or assessments.

                  ANTITAKEOVER PROVISIONS

                  The provisions of the Company's Restated Certificate of
                  Incorporation, as amended, summarized in the succeeding
                  paragraphs may be deemed to have an antitakeover effect and
                  may delay a tender offer or takeover attempt which a
                  stockholder might consider in such stockholder's best
                  interest, including those attempts which
<PAGE>   3
                  might result in a premium over the market price for the
                  shares held by stockholders.

                  The Board of Directors of the Company is divided into three
                  classes.  Members of each class are elected for three-year
                  terms.  Stockholders may only remove any one or all of the
                  directors for cause and by an affirmative vote of 75 percent
                  of the voting power of the stock.

                  The Restated Certificate of Incorporation, as amended,
                  provides that the approval of 75 percent of the voting power
                  of the stock is required for the authorization of certain
                  mergers and sales or leases of substantial parts of the
                  assets of the Company.

                  The affirmative vote of 75 percent of the voting power of the
                  stock is required to amend the provisions of the Restated
                  Certificate of Incorporation, as amended, referred to in the
                  preceding two paragraphs.

                  On January 26, 1986, the Board of Directors of the Company
                  declared a dividend distribution of 0.5 Right for each
                  outstanding share of Common Stock.  Each Right entitles the
                  registered holder to purchase from the Company a unit
                  consisting of one two-hundredth of a share (a "Unit") of
                  Series A Junior Participating Preferred Stock, par value $1
                  per share (the "Junior Preferred Stock"), at a price of $75
                  per Unit, subject to adjustment (the "Purchase Price").  This
                  description of the Rights is qualified in its entirety by
                  reference to the Amended and Restated Rights Agreement, dated
                  as of July 12, 1988, between Williams and First Chicago Trust
                  Company of New York (the "Rights Agreement") which is
                  incorporated herein by reference and which is an exhibit to
                  this Registration Statement.

                  The Rights attach to all Common Stock certificates
                  representing outstanding shares.  No separate Rights
                  certificates have been distributed.  The Rights will separate
                  from the Common Stock and a Distribution Date will occur upon
                  the earliest of (i) ten days following a public announcement
                  that a person or group of affiliated or associated persons
                  (an "Acquiring Person") has acquired, or obtained the right
                  to acquire, beneficial ownership of 20 percent or more of the
                  outstanding shares of Common Stock (the "Stock Acquisition
                  Date"), (ii) ten business days following the commencement of
                  a tender offer or exchange offer that would result in a
                  person or group beneficially owning 30 percent or more of
                  such outstanding shares, or (iii) ten business days after the
                  Board of Directors of the Company determines any person,
                  alone or together with its affiliates and associates, has
                  become the beneficial owner of an amount of Common Stock
                  which the Board of Directors determines to be substantial
                  (which amount shall in no event be less than 10 percent of
                  the shares of Common Stock outstanding) and at least a
                  majority of the Board of Directors who are not officers of
                  the Company, after reasonable inquiry and investigation,
                  including consultation with such persons as such directors
                  shall deem appropriate, shall determine that (a) such
                  beneficial ownership by such person is intended to cause the
                  Company to repurchase the Common Stock beneficially owned by
                  such persons or to cause pressure on the Company to take
                  action or enter into a transaction or series of transactions
                  intended to provide such person with short-term financial
                  gain under circumstances where the Board of Directors
                  determines that the best long-term interests of the Company
                  and its stockholders would not be served by taking such
                  action or entering into such transactions or series of
                  transactions at that time or (b) such beneficial ownership is
                  causing or reasonably likely to cause a material adverse
                  impact (including, but not limited to, impairment of
                  relationships with customers or impairment of the Company's
                  ability to maintain its competitive





                                      -2-
<PAGE>   4
                  position) on the business or prospects of the Company (any
                  such person being referred to herein and in the Rights
                  Agreement as an "Adverse Person").  Until the Distribution
                  Date, (i) the Rights will be evidenced by the Common Stock
                  certificates and will be transferred with and only with such
                  Common Stock certificates, (ii) new Common Stock certificates
                  will contain a notation incorporating the Rights Agreement by
                  reference, and (iii) the surrender for transfer of any
                  certificates for Common Stock outstanding will also
                  constitute the transfer of the Rights associated with the
                  Common Stock represented by such certificate.  As soon as
                  practicable following the Distribution Date, Rights
                  certificates will be mailed to holders of record of Common
                  Stock as of the close of business on the Distribution Date
                  and, thereafter, such separate Rights certificates alone will
                  evidence the Rights.  Except as otherwise determined by the
                  Board of Directors and as described in the Rights Agreement,
                  only shares of Common Stock issued prior to the Distribution
                  Date will be issued with Rights.  Pursuant to the Rights
                  Agreement, the Company reserves the right to require prior to
                  the occurrence of a Triggering Event (as defined below) that,
                  upon any exercise of Rights, a number of Rights be exercised
                  so that only whole shares of Junior Preferred Stock will be
                  issued.

                  The Rights are not exercisable until the Distribution Date
                  and will expire at the close of business on February 6, 1996,
                  unless earlier redeemed by the Company as described below.

                  In the event that, at any time following the Distribution
                  Date, (i) a Person becomes the beneficial owner of more than
                  20 percent of the then outstanding shares of Common Stock
                  (except pursuant to an offer for all outstanding shares of
                  Common Stock which the independent directors determine to be
                  fair to and otherwise in the best interests of the Company
                  and its stockholders) or (ii) the Board of Directors
                  determines that a Person is an Adverse Person, each holder of
                  a Right will thereafter have the right to receive, upon
                  exercise, Common Stock (or, in certain circumstances, cash,
                  property or other securities of the Company) having a value
                  equal to two times the exercise price of the Right.
                  Notwithstanding any of the foregoing, following the
                  occurrence of any of the events set forth in this paragraph,
                  all Rights that are, or (under certain circumstances
                  specified in the Rights Agreement) were, beneficially owned
                  by any Acquiring Person or Adverse Person shall immediately
                  become null and void.  However, Rights are not exercisable
                  following the occurrence of either of the events set forth
                  above until such time as the Rights are no longer redeemable
                  by the Company as set forth below.

                  In the event that, at any time following the Stock
                  Acquisition Date, (i) the Company is acquired in a merger or
                  other business combination transaction in which the Company
                  is not the surviving corporation (other than a merger which
                  follows an offer described in the preceding paragraph) or
                  (ii) 50 percent or more of the Company's assets or earning
                  power is sold or transferred, each holder of a Right (except
                  Rights which previously have been voided as set forth above)
                  shall thereafter have the right to receive, upon exercise,
                  common stock of the acquiring company having a value equal to
                  two times the exercise price of the Right.  The events set
                  forth in this paragraph and the preceding paragraph are
                  referred to as the "Triggering Events."

                  The Purchase Price payable, and the number of Units of Junior
                  Preferred Stock or other securities or property issuable,
                  upon exercise of the Rights are subject to adjustment from
                  time to time to prevent dilution (i) in the event of a stock
                  dividend on, or a subdivision, combination or
                  reclassification of, the Junior Preferred Stock; (ii) if
                  holders of the Junior Preferred Stock are





                                      -3-
<PAGE>   5
                  granted certain rights or warrants to subscribe for Junior
                  Preferred Stock or convertible securities at less than the
                  current market price of the Junior Preferred Stock; or (iii)
                  upon the distribution to holders of the Junior Preferred
                  Stock of evidences of indebtedness or assets (excluding
                  regular quarterly cash dividends) or of subscription rights
                  or warrants (other than those referred to above).

                  With certain exceptions, no adjustment in the Purchase Price
                  will be required until cumulative adjustments amount to at
                  least 1 percent of the Purchase Price.  No fractional Units
                  will be issued and, in lieu thereof, an adjustment in cash
                  will be made based on the market price of the Junior
                  Preferred Stock on the last trading date prior to the date of
                  exercise.

                  At any time until ten days following the Stock Acquisition
                  Date, the Company may redeem the Rights in whole, but not in
                  part, at a price of $.05 per Right (the "Redemption Price"),
                  payable in cash, Common Stock or other consideration deemed
                  appropriate by the Board of Directors.  Immediately upon the
                  action of the Board of Directors of the Company ordering
                  redemption of the Rights, the Rights will terminate and the
                  only right of the holders of Rights will be to receive the
                  Redemption Price.

                  Until a Right is exercised, the holder thereof, as such, will
                  have no rights as a stockholder of the Company, including,
                  without limitation, the right to vote or to receive
                  dividends.  While the distribution of the Rights will not be
                  taxable to stockholders or to the Company, stockholders may,
                  depending upon the circumstances, recognize taxable income in
                  the event that the Rights become exercisable for Common Stock
                  (or other consideration) of the Company or for common stock
                  of the acquiring company as set forth above.

                  Other than those provisions relating to the principal
                  economic terms of the Rights, any of the provisions of the
                  Rights Agreement may be amended by the Board of Directors of
                  the Company prior to the Distribution Date.  After the
                  Distribution Date, the provisions of the Rights Agreement may
                  be amended by the Board in order to cure any ambiguity, to
                  make changes which do not adversely affect the interests of
                  holders of Rights (excluding the interests of any Acquiring
                  Person or Adverse Person), or to shorten or lengthen any time
                  period under the Rights Agreement; provided, however, that no
                  amendment to adjust the time period governing redemption
                  shall be made at such time as the Rights are not redeemable.

                  Under the Company's Restated Certificate of Incorporation, as
                  amended, the Company is authorized to issue up to 30,000,000
                  shares of Preferred Stock, par value $1.00 per share, in one
                  or more series.  The following description of Preferred Stock
                  sets forth certain general terms and provisions of the series
                  of Preferred Stock to which any Prospectus Supplement may
                  relate.  Certain other terms of a particular series of
                  Preferred Stock will be described in the Prospectus
                  Supplement relating to such series of Preferred Stock.  If so
                  indicated in the Prospectus Supplement relating thereto, the
                  terms of any such series of Preferred Stock may differ from
                  the terms set forth below.  The description of Preferred
                  Stock set forth below and the description of the terms of a
                  particular series of Preferred Stock set forth in the
                  Prospectus Supplement relating thereto do not purport to be
                  complete and are qualified in their entirety by reference to
                  the Restated Certificate of Incorporation, as amended, and to
                  the certificate of designation relating to that series.





                                      -4-
<PAGE>   6
                  As of March 31, 1995, there were 3,630,100 shares of the
                  Company's $2.21 Cumulative Preferred Stock outstanding with a
                  liquidation preference of $25 per share.

                  The Preferred Stock will rank senior to the Company's Junior
                  Preferred Stock as to dividends and amounts payable upon
                  liquidation.

                  The rights of the holders of each series of Preferred Stock
                  will be subordinate to those of the Company's general
                  creditors.

      All reports subsequently filed by Williams 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.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The consolidated financial statements and schedules of the Company
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, 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 schedules
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 financial statements and schedules of the Transco Energy Company
Thrift Plan as of December 31, 1993 and 1992 and for the years then ended
incorporated by reference in this Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report.

      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 of this Prospectus 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 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
the State 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 the State 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





                                      -5-
<PAGE>   7
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.





                                      -6-
<PAGE>   8
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 Designation with respect to the $2.21 Cumulative Preferred Stock (filed as
                        Exhibit 4.3 to Form S-3 Registration Statement No. 33-50970, filed August 19, 1992).

      *(4.3)      --    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).

      *(4.4)      --    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).

      *(4.5)      --    Form of Certificate of Designation, Preferences and Rights with respect to the $3.50 Cumulative
                        Convertible Preferred Stock (filed as a part of Annex A to Form S-4 Registration Statement No.
                        33-57639, filed February 9, 1995).

      *(4.6)      --    Amended and Restated Rights Agreement, dated as of July 12, 1988, between Williams and First
                        Chicago Trust Company of New York (filed as Exhibit 4(c) to Williams Form 8, dated July 28,
                        1988).

      *(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)      --    6% Convertible Subordinated Debenture Due 2005 and Warrant to Purchase Common Stock issued to
                        Williams Holdings of Delaware, Inc. on April 15, 1995.

       (5.1)      --    Opinion and Consent of David M. Higbee, Esq., Secretary and Counsel for the Company, relating to
                        the validity of the securities.

      (23.1)      --    Consent of David M. Higbee (contained in Exhibit 5.1).

      (23.2)      --    Consent of Ernst & Young LLP.

      (23.3)      --    Consent of Arthur Andersen LLP.

      (24.1)      --    Power of Attorney.

      (24.2)      --    Certified copy of resolution authorizing signatures pursuant to Power of Attorney.

      (99)        --    The Transco Energy Company Thrift Plan (34th Amendment).

</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.





                                      -7-
<PAGE>   9
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.

         (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





                                      -8-
<PAGE>   10
                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.





                                      -9-
<PAGE>   11
                                   SIGNATURES

         The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Tulsa and State of Oklahoma on the 1st
day of May, 1995.


                                               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 May 1, 1995:


<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
- --------------------------                                          
      Harold W. Andersen


            *                                               Director
- --------------------------                                          
      Ralph E. Bailey


            *                                               Director
- --------------------------                                          
      Glenn A. Cox


            *                                               Director
- --------------------------                                          
     Thomas H. Cruikshank


            *                                               Director
- --------------------------                                          
      Ervin S. Duggan


            *                                               Director
- --------------------------                                          
     Robert J. LaFortune


            *                                               Director
- --------------------------                                          
     James C. Lewis

</TABLE>




                                      -10-
<PAGE>   12

<TABLE>
<S>                                                         <C>
            *                                               Director
- --------------------------                                          
     Jack A. MacAllister


            *                                               Director
- --------------------------                                          
     James A. McClure


            *                                               Director
- --------------------------                                          
      Peter C. Meinig


            *                                               Director
- --------------------------                                          
       Kay A. Orr


            *                                               Director
- --------------------------                                          
     Gordon R. Parker


            *                                               Director
- --------------------------                                          
    Joseph H. Williams



*By  s/David M. Higbee                
   -----------------------------------
   (David M. Higbee, Attorney-in-fact)
</TABLE>





                                      -11-
<PAGE>   13
                                   SIGNATURES


         The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the plan has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of Tulsa and State
of Oklahoma on the 1st day of May, 1995.



                                        TRANSCO ENERGY COMPANY
                                        THRIFT PLAN

                                        ADMINISTRATIVE COMMITTEE


                                        By /s/ John C. Fischer 
                                          ----------------------
                                             John C. Fischer





                                      -12-
<PAGE>   14
                              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 Designation with respect to the $2.21 Cumulative Preferred Stock (filed as
                        Exhibit 4.3 to Form S-3 Registration Statement No. 33-50970, filed August 19, 1992).

      *(4.3)      --    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).

      *(4.4)      --    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).

      *(4.5)      --    Form of Certificate of Designation, Preferences and Rights with respect to the $3.50 Cumulative
                        Convertible Preferred Stock (filed as a part of Annex A to Form S-4 Registration Statement No.
                        33-57639, filed February 9, 1995).

      *(4.6)      --    Amended and Restated Rights Agreement, dated as of July 12, 1988, between Williams and First
                        Chicago Trust Company of New York (filed as Exhibit 4(c) to Williams Form 8, dated July 28,
                        1988).

      *(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)      --    6% Convertible Subordinated Debenture Due 2005 and Warrant to Purchase Common Stock issued to
                        Williams Holdings of Delaware, Inc. on April 15, 1995.

       (5.1)      --    Opinion and Consent of David M. Higbee, Esq., Secretary and Counsel for the Company, relating to
                        the validity of the securities.

      (23.1)      --    Consent of David M. Higbee (contained in Exhibit 5.1).

      (23.2)      --    Consent of Ernst & Young LLP.

      (23.3)      --    Consent of Arthur Andersen LLP.

      (24.1)      --    Power of Attorney.

      (24.2)      --    Certified copy of resolution authorizing signatures pursuant to Power of Attorney.

      (99)        --    The Transco Energy Company Thrift Plan (34th Amendment).

</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.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 45268}]
{"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": "033-58971", "film-number": "95533370"}, "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"}}
1

      As filed with the Securities and Exchange Commission on May 1, 1995

                                                     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)                                      
                                                         
                             --------------------

                             TRANSCO ENERGY COMPANY
                                  THRIFT PLAN
                              (Full title of plan)

                             --------------------

                             DAVID M. HIGBEE, ESQ.
                          The Williams Companies, Inc.
                              One Williams Center
                                Tulsa, OK  74172
                                 (918) 588-2000
           (Name, address and telephone number of agent for service)

                             --------------------

                        CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                                    Proposed              Proposed
                                                    Maximum               Maximum
    Title of                  Amount                Offering              Aggregate             Amount of
 Securities to                to be                 Price                 Offering             Registration
 be Registered              Registered              Per Unit(1)           Price(2)                 Fee     
- -------------------------------------------------------------------------------------------------------------
Common Stock,                                                                                            
  ($1 par value)          1,000,000(3)             $30 3/4             $30,750,000              $10,604  
=============================================================================================================
(1)      Estimated based on the reported New York Stock Exchange composite
         transactions closing price on April 19, 1995.

(2)      Estimated solely for the purpose of calculating the filing fee.

(3)      Includes one-half of a Right issuable under the terms of The Williams
         Companies, Inc. Rights Plan for each share of stock.
===============================================================================
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)    (1)  The Williams Companies, Inc. (the "Company" or "Williams"),
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1994.

             (2)  The Transco Energy Company Thrift Plan's (the "Plan") Annual
                  Report on Form 11-K for the fiscal year ended December 31,
                  1993.

      (b)         Williams Current Reports on Form 8-K, dated January 5, 1995,
                  January 11, 1995, and Form 8-K/A, dated March 29, 1995,
                  excluding Item 8 of Transco Energy Company's Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1994, which
                  is incorporated by reference in the Form 8-K/A.

      (c)         The Company is authorized to issue 240,000,000 shares of
                  Common Stock, $1.00 par value per share.  As of March 24,
                  1995, 91,028,261 shares of Common Stock were outstanding.
                  The following description of the shares of Common Stock does
                  not purport to be complete and is qualified in its entirety
                  by reference to the pertinent sections of the Company's
                  Restated Certificate of Incorporation, as amended, which is
                  incorporated by reference in this Registration Statement.

                  Holders of Common Stock are entitled to dividends as declared
                  by the Board of Directors.  Certain of the Company's loan
                  agreements contain provisions restricting the payment of
                  dividends.  Under the most restrictive of such provisions,
                  the Company had approximately $565 million available at
                  December 31, 1994, for the payment of dividends.  Debt
                  instruments of certain subsidiaries of the Company limit the
                  amount of dividend payments to the Company which may
                  adversely impact the funds available to the Company to pay
                  dividends on its Common Stock.

                  Subject to the rights of the holders of any outstanding
                  shares of Preferred Stock, holders of Common Stock are
                  entitled to cast one vote for each share held of record on
                  all matters.  Voting securities do not have cumulative voting
                  rights.  This means that the holders of more than 50 percent
                  of the voting power of all securities outstanding voting for
                  the election of directors can elect 100 percent of the
                  directors if they choose to do so; and in such event, the
                  holders of the remaining voting power will not be able to
                  elect any person or persons to the Board of Directors.

                  Stockholders have no preemptive or subscription rights upon
                  the issuance of additional shares of the Company's stock of
                  any class or series.  Upon liquidation or dissolution of the
                  Company, whether voluntary or involuntary, the holders of
                  Common Stock are entitled to share ratably in the assets of
                  the Company available for distribution after provision for
                  creditors and holders of preferred stock.  All of the issued
                  and outstanding Common Stock is duly authorized, validly
                  issued, fully paid and will not be subject to further calls
                  or assessments.

                  ANTITAKEOVER PROVISIONS

                  The provisions of the Company's Restated Certificate of
                  Incorporation, as amended, summarized in the succeeding
                  paragraphs may be deemed to have an antitakeover effect and
                  may delay a tender offer or takeover attempt which a
                  stockholder might consider in such stockholder's best
                  interest, including those attempts which
3
                  might result in a premium over the market price for the
                  shares held by stockholders.

                  The Board of Directors of the Company is divided into three
                  classes.  Members of each class are elected for three-year
                  terms.  Stockholders may only remove any one or all of the
                  directors for cause and by an affirmative vote of 75 percent
                  of the voting power of the stock.

                  The Restated Certificate of Incorporation, as amended,
                  provides that the approval of 75 percent of the voting power
                  of the stock is required for the authorization of certain
                  mergers and sales or leases of substantial parts of the
                  assets of the Company.

                  The affirmative vote of 75 percent of the voting power of the
                  stock is required to amend the provisions of the Restated
                  Certificate of Incorporation, as amended, referred to in the
                  preceding two paragraphs.

                  On January 26, 1986, the Board of Directors of the Company
                  declared a dividend distribution of 0.5 Right for each
                  outstanding share of Common Stock.  Each Right entitles the
                  registered holder to purchase from the Company a unit
                  consisting of one two-hundredth of a share (a "Unit") of
                  Series A Junior Participating Preferred Stock, par value $1
                  per share (the "Junior Preferred Stock"), at a price of $75
                  per Unit, subject to adjustment (the "Purchase Price").  This
                  description of the Rights is qualified in its entirety by
                  reference to the Amended and Restated Rights Agreement, dated
                  as of July 12, 1988, between Williams and First Chicago Trust
                  Company of New York (the "Rights Agreement") which is
                  incorporated herein by reference and which is an exhibit to
                  this Registration Statement.

                  The Rights attach to all Common Stock certificates
                  representing outstanding shares.  No separate Rights
                  certificates have been distributed.  The Rights will separate
                  from the Common Stock and a Distribution Date will occur upon
                  the earliest of (i) ten days following a public announcement
                  that a person or group of affiliated or associated persons
                  (an "Acquiring Person") has acquired, or obtained the right
                  to acquire, beneficial ownership of 20 percent or more of the
                  outstanding shares of Common Stock (the "Stock Acquisition
                  Date"), (ii) ten business days following the commencement of
                  a tender offer or exchange offer that would result in a
                  person or group beneficially owning 30 percent or more of
                  such outstanding shares, or (iii) ten business days after the
                  Board of Directors of the Company determines any person,
                  alone or together with its affiliates and associates, has
                  become the beneficial owner of an amount of Common Stock
                  which the Board of Directors determines to be substantial
                  (which amount shall in no event be less than 10 percent of
                  the shares of Common Stock outstanding) and at least a
                  majority of the Board of Directors who are not officers of
                  the Company, after reasonable inquiry and investigation,
                  including consultation with such persons as such directors
                  shall deem appropriate, shall determine that (a) such
                  beneficial ownership by such person is intended to cause the
                  Company to repurchase the Common Stock beneficially owned by
                  such persons or to cause pressure on the Company to take
                  action or enter into a transaction or series of transactions
                  intended to provide such person with short-term financial
                  gain under circumstances where the Board of Directors
                  determines that the best long-term interests of the Company
                  and its stockholders would not be served by taking such
                  action or entering into such transactions or series of
                  transactions at that time or (b) such beneficial ownership is
                  causing or reasonably likely to cause a material adverse
                  impact (including, but not limited to, impairment of
                  relationships with customers or impairment of the Company's
                  ability to maintain its competitive

                                      -2-
4
                  position) on the business or prospects of the Company (any
                  such person being referred to herein and in the Rights
                  Agreement as an "Adverse Person").  Until the Distribution
                  Date, (i) the Rights will be evidenced by the Common Stock
                  certificates and will be transferred with and only with such
                  Common Stock certificates, (ii) new Common Stock certificates
                  will contain a notation incorporating the Rights Agreement by
                  reference, and (iii) the surrender for transfer of any
                  certificates for Common Stock outstanding will also
                  constitute the transfer of the Rights associated with the
                  Common Stock represented by such certificate.  As soon as
                  practicable following the Distribution Date, Rights
                  certificates will be mailed to holders of record of Common
                  Stock as of the close of business on the Distribution Date
                  and, thereafter, such separate Rights certificates alone will
                  evidence the Rights.  Except as otherwise determined by the
                  Board of Directors and as described in the Rights Agreement,
                  only shares of Common Stock issued prior to the Distribution
                  Date will be issued with Rights.  Pursuant to the Rights
                  Agreement, the Company reserves the right to require prior to
                  the occurrence of a Triggering Event (as defined below) that,
                  upon any exercise of Rights, a number of Rights be exercised
                  so that only whole shares of Junior Preferred Stock will be
                  issued.

                  The Rights are not exercisable until the Distribution Date
                  and will expire at the close of business on February 6, 1996,
                  unless earlier redeemed by the Company as described below.

                  In the event that, at any time following the Distribution
                  Date, (i) a Person becomes the beneficial owner of more than
                  20 percent of the then outstanding shares of Common Stock
                  (except pursuant to an offer for all outstanding shares of
                  Common Stock which the independent directors determine to be
                  fair to and otherwise in the best interests of the Company
                  and its stockholders) or (ii) the Board of Directors
                  determines that a Person is an Adverse Person, each holder of
                  a Right will thereafter have the right to receive, upon
                  exercise, Common Stock (or, in certain circumstances, cash,
                  property or other securities of the Company) having a value
                  equal to two times the exercise price of the Right.
                  Notwithstanding any of the foregoing, following the
                  occurrence of any of the events set forth in this paragraph,
                  all Rights that are, or (under certain circumstances
                  specified in the Rights Agreement) were, beneficially owned
                  by any Acquiring Person or Adverse Person shall immediately
                  become null and void.  However, Rights are not exercisable
                  following the occurrence of either of the events set forth
                  above until such time as the Rights are no longer redeemable
                  by the Company as set forth below.

                  In the event that, at any time following the Stock
                  Acquisition Date, (i) the Company is acquired in a merger or
                  other business combination transaction in which the Company
                  is not the surviving corporation (other than a merger which
                  follows an offer described in the preceding paragraph) or
                  (ii) 50 percent or more of the Company's assets or earning
                  power is sold or transferred, each holder of a Right (except
                  Rights which previously have been voided as set forth above)
                  shall thereafter have the right to receive, upon exercise,
                  common stock of the acquiring company having a value equal to
                  two times the exercise price of the Right.  The events set
                  forth in this paragraph and the preceding paragraph are
                  referred to as the "Triggering Events."

                  The Purchase Price payable, and the number of Units of Junior
                  Preferred Stock or other securities or property issuable,
                  upon exercise of the Rights are subject to adjustment from
                  time to time to prevent dilution (i) in the event of a stock
                  dividend on, or a subdivision, combination or
                  reclassification of, the Junior Preferred Stock; (ii) if
                  holders of the Junior Preferred Stock are

                                      -3-
5
                  granted certain rights or warrants to subscribe for Junior
                  Preferred Stock or convertible securities at less than the
                  current market price of the Junior Preferred Stock; or (iii)
                  upon the distribution to holders of the Junior Preferred
                  Stock of evidences of indebtedness or assets (excluding
                  regular quarterly cash dividends) or of subscription rights
                  or warrants (other than those referred to above).

                  With certain exceptions, no adjustment in the Purchase Price
                  will be required until cumulative adjustments amount to at
                  least 1 percent of the Purchase Price.  No fractional Units
                  will be issued and, in lieu thereof, an adjustment in cash
                  will be made based on the market price of the Junior
                  Preferred Stock on the last trading date prior to the date of
                  exercise.

                  At any time until ten days following the Stock Acquisition
                  Date, the Company may redeem the Rights in whole, but not in
                  part, at a price of $.05 per Right (the "Redemption Price"),
                  payable in cash, Common Stock or other consideration deemed
                  appropriate by the Board of Directors.  Immediately upon the
                  action of the Board of Directors of the Company ordering
                  redemption of the Rights, the Rights will terminate and the
                  only right of the holders of Rights will be to receive the
                  Redemption Price.

                  Until a Right is exercised, the holder thereof, as such, will
                  have no rights as a stockholder of the Company, including,
                  without limitation, the right to vote or to receive
                  dividends.  While the distribution of the Rights will not be
                  taxable to stockholders or to the Company, stockholders may,
                  depending upon the circumstances, recognize taxable income in
                  the event that the Rights become exercisable for Common Stock
                  (or other consideration) of the Company or for common stock
                  of the acquiring company as set forth above.

                  Other than those provisions relating to the principal
                  economic terms of the Rights, any of the provisions of the
                  Rights Agreement may be amended by the Board of Directors of
                  the Company prior to the Distribution Date.  After the
                  Distribution Date, the provisions of the Rights Agreement may
                  be amended by the Board in order to cure any ambiguity, to
                  make changes which do not adversely affect the interests of
                  holders of Rights (excluding the interests of any Acquiring
                  Person or Adverse Person), or to shorten or lengthen any time
                  period under the Rights Agreement; provided, however, that no
                  amendment to adjust the time period governing redemption
                  shall be made at such time as the Rights are not redeemable.

                  Under the Company's Restated Certificate of Incorporation, as
                  amended, the Company is authorized to issue up to 30,000,000
                  shares of Preferred Stock, par value $1.00 per share, in one
                  or more series.  The following description of Preferred Stock
                  sets forth certain general terms and provisions of the series
                  of Preferred Stock to which any Prospectus Supplement may
                  relate.  Certain other terms of a particular series of
                  Preferred Stock will be described in the Prospectus
                  Supplement relating to such series of Preferred Stock.  If so
                  indicated in the Prospectus Supplement relating thereto, the
                  terms of any such series of Preferred Stock may differ from
                  the terms set forth below.  The description of Preferred
                  Stock set forth below and the description of the terms of a
                  particular series of Preferred Stock set forth in the
                  Prospectus Supplement relating thereto do not purport to be
                  complete and are qualified in their entirety by reference to
                  the Restated Certificate of Incorporation, as amended, and to
                  the certificate of designation relating to that series.

                                      -4-
6
                  As of March 31, 1995, there were 3,630,100 shares of the
                  Company's $2.21 Cumulative Preferred Stock outstanding with a
                  liquidation preference of $25 per share.

                  The Preferred Stock will rank senior to the Company's Junior
                  Preferred Stock as to dividends and amounts payable upon
                  liquidation.

                  The rights of the holders of each series of Preferred Stock
                  will be subordinate to those of the Company's general
                  creditors.

      All reports subsequently filed by Williams 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.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The consolidated financial statements and schedules of the Company
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, 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 schedules
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 financial statements and schedules of the Transco Energy Company
Thrift Plan as of December 31, 1993 and 1992 and for the years then ended
incorporated by reference in this Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report.

      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 of this Prospectus 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 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
the State 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 the State 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

                                      -5-
7
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.

                                      -6-
8
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 Designation with respect to the $2.21 Cumulative Preferred Stock (filed as
                        Exhibit 4.3 to Form S-3 Registration Statement No. 33-50970, filed August 19, 1992).

      *(4.3)      --    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).

      *(4.4)      --    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).

      *(4.5)      --    Form of Certificate of Designation, Preferences and Rights with respect to the $3.50 Cumulative
                        Convertible Preferred Stock (filed as a part of Annex A to Form S-4 Registration Statement No.
                        33-57639, filed February 9, 1995).

      *(4.6)      --    Amended and Restated Rights Agreement, dated as of July 12, 1988, between Williams and First
                        Chicago Trust Company of New York (filed as Exhibit 4(c) to Williams Form 8, dated July 28,
                        1988).

      *(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)      --    6% Convertible Subordinated Debenture Due 2005 and Warrant to Purchase Common Stock issued to
                        Williams Holdings of Delaware, Inc. on April 15, 1995.

       (5.1)      --    Opinion and Consent of David M. Higbee, Esq., Secretary and Counsel for the Company, relating to
                        the validity of the securities.

      (23.1)      --    Consent of David M. Higbee (contained in Exhibit 5.1).

      (23.2)      --    Consent of Ernst & Young LLP.

      (23.3)      --    Consent of Arthur Andersen LLP.

      (24.1)      --    Power of Attorney.

      (24.2)      --    Certified copy of resolution authorizing signatures pursuant to Power of Attorney.

      (99)        --    The Transco Energy Company Thrift Plan (34th Amendment).
_______________________________

*   The exhibits have heretofore been filed with the Securities and Exchange
    Commission as part of the filing indicated and are incorporated herein by
    reference.

                                      -7-
9
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.

         (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

                                      -8-
10
                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.

                                      -9-
11
                                   SIGNATURES

         The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Tulsa and State of Oklahoma on the 1st
day of May, 1995.

                                               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 May 1, 1995:
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
- --------------------------                                          
      Harold W. Andersen

            *                                               Director
- --------------------------                                          
      Ralph E. Bailey

            *                                               Director
- --------------------------                                          
      Glenn A. Cox

            *                                               Director
- --------------------------                                          
     Thomas H. Cruikshank

            *                                               Director
- --------------------------                                          
      Ervin S. Duggan

            *                                               Director
- --------------------------                                          
     Robert J. LaFortune

            *                                               Director
- --------------------------                                          
     James C. Lewis
-10-
12
*                                               Director
- --------------------------                                          
     Jack A. MacAllister

            *                                               Director
- --------------------------                                          
     James A. McClure

            *                                               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)
-11-
13
                                   SIGNATURES

         The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the plan has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of Tulsa and State
of Oklahoma on the 1st day of May, 1995.

                                        TRANSCO ENERGY COMPANY
                                        THRIFT PLAN

                                        ADMINISTRATIVE COMMITTEE

                                        By /s/ John C. Fischer 
                                          ----------------------
                                             John C. Fischer

                                      -12-
14
                              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 Designation with respect to the $2.21 Cumulative Preferred Stock (filed as
                        Exhibit 4.3 to Form S-3 Registration Statement No. 33-50970, filed August 19, 1992).

      *(4.3)      --    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).

      *(4.4)      --    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).

      *(4.5)      --    Form of Certificate of Designation, Preferences and Rights with respect to the $3.50 Cumulative
                        Convertible Preferred Stock (filed as a part of Annex A to Form S-4 Registration Statement No.
                        33-57639, filed February 9, 1995).

      *(4.6)      --    Amended and Restated Rights Agreement, dated as of July 12, 1988, between Williams and First
                        Chicago Trust Company of New York (filed as Exhibit 4(c) to Williams Form 8, dated July 28,
                        1988).

      *(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)      --    6% Convertible Subordinated Debenture Due 2005 and Warrant to Purchase Common Stock issued to
                        Williams Holdings of Delaware, Inc. on April 15, 1995.

       (5.1)      --    Opinion and Consent of David M. Higbee, Esq., Secretary and Counsel for the Company, relating to
                        the validity of the securities.

      (23.1)      --    Consent of David M. Higbee (contained in Exhibit 5.1).

      (23.2)      --    Consent of Ernst & Young LLP.

      (23.3)      --    Consent of Arthur Andersen LLP.

      (24.1)      --    Power of Attorney.

      (24.2)      --    Certified copy of resolution authorizing signatures pursuant to Power of Attorney.

      (99)        --    The Transco Energy Company Thrift Plan (34th Amendment).
_______________________________

*   The exhibits have heretofore been filed with the Securities and Exchange
    Commission as part of the filing indicated and are incorporated herein by
    reference.