<PAGE>   1
      As filed with the Securities and Exchange Commission on May 21, 2001
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                   ----------

                       WILLIAMS COMMUNICATIONS GROUP, INC.
               (Exact name of issuer as specified in its charter)

                                   ----------

                Delaware                                     73-1462856
     (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)

                                   ----------

                       WILLIAMS COMMUNICATIONS GROUP, INC.
            2001 TRANSITION PLAN FOR NON-EXECUTIVE OFFICER EMPLOYEES
                              (Full title of plan)

                                   ----------

                                SHAWNA L. GEHRES
                       Williams Communications Group, Inc.
                               One Williams Center
                                 Tulsa OK 74172
                                 (918) 573-2000
            (Name, address and telephone number of agent for service)

                                   ----------


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

===============================================================================================================
 Title of Each                                         Proposed              Proposed
 Class of                                              Maximum               Maximum
 Securities                   Amount                   Offering              Aggregate             Amount of
 To be                        to be                    Price                 Offering              Registration
 Registered                   Registered               Per Unit(1)           Price(2)              Fee
---------------------------------------------------------------------------------------------------------------
<S>                           <C>                      <C>                   <C>                   <C>
Class A Common Stock,
  ($0.01 par value)           9,000,000(3)             $4.65                 $41,850,000            $10,463
===============================================================================================================
</TABLE>

(1)  Estimated based on the reported New York Stock Exchange composite
     transactions closing price on May 16, 2001.

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

(3)  Includes an equal number of Rights to purchase Series A Participating
     Preferred Stock issuable under Williams Communications Group, Inc. Rights
     Plan. Until the occurrence of certain prescribed events the Rights are not
     exercisable, are evidenced by the certificates for Common Stock, and will
     be transferred along with and only with such securities. Thereafter,
     separate Rights certificates will be issued representing one Right for each
     share of Common Stock held subject to adjustment pursuant to anti-dilution
     provisions.

<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 Communications Annual Report on Form 10-K/A for the
                  fiscal year ended December 31, 2000.

         (b)      Williams Communications Current Reports on Form 8-K dated
                  March 27, 2001, April 11, 2001, and April 23, 2001.

         (c)      Williams Communications Quarterly Report on Form 10-Q for the
                  quarter ended March 31, 2001.

         All reports subsequently filed by Williams Communications 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 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Williams Communications is empowered by Section 145 of the General
Corporation Law of Delaware, subject to the procedures and limitations stated
therein, to indemnify any person against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with any threatened, pending, or completed
action, suit, or proceeding in which such person is made a party by reason of
such person being or having been a director, officer, employee, or agent of
Williams Communications. The statute provides that indemnification pursuant to
its provisions is not exclusive of other rights of indemnification to which a
person may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors, or otherwise. The By-laws of Williams Communications
provide for indemnification by Williams Communications of its directors and
officers to the fullest extent permitted by the General Corporation Law of
Delaware. In addition, Williams Communications 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.

         Williams Communications maintains policies of insurance are under which
the directors and officers of Williams Communications 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


<PAGE>   3


ITEM 8.  EXHIBITS.

    *(4.1)   --      Restated Certificate of Incorporation of Williams
                     Communications (filed as Exhibit 3.1 to Current Report on
                     Form 8-K dated October 1, 1999 (the "October 1999 8-K")).

    *(4.2)   --      Restated By-laws of Williams Communications (filed as
                     Exhibit 3.2 to the October 1999 8-K).

    *(4.3)   --      Specimen certificate of common stock (filed as Exhibit 4.1
                     to Registration Statement No. 333-76007 on Form S-1
                     relating to an equity offering (the "Equity Registration
                     Statement"), dated April 9, 1999).

    *(4.4)   --      Certificate of designation of Series A Junior Participating
                     Preferred Stock (filed as Exhibit 4.1 to the October 1999
                     8-K).

    *(4.5)   --      Indenture governing notes dated October 6, 1999, between
                     the Williams Communications and The Bank of New York,
                     Trustee (filed as Exhibit 4.2 to the October 1999 8-K).

    *(4.7)   --      Indenture dated as of August 8, 2000 between the Williams
                     Communications and The Bank of New York, as trustee
                     relating to the 11.70% Senior Redeemable Notes due 2008 and
                     the 11.875% Senior Redeemable Notes due 2010 (filed as
                     Exhibit 4.1 to the S-4 dated October 12, 2000 (the "October
                     2000 S-4")).

    *(4.8)   --      Registration Rights Agreement dated as of August 8, 2000
                     between the Williams Communications and the initial
                     purchasers (filed as Exhibit 4.2 to the October 2000 S-4).

    *(4.9)   --      Certificate of Designation of 6.75% Redeemable Cumulative
                     Convertible Preferred Stock (filed as Exhibit 4.4 to the
                     October 2000 S-4).

    *(4.10)  --      Rights Agreement, dated as of September 30, 1999, between
                     Williams Communications and The Bank of New York (filed as
                     Exhibit 10.5 to the October 1999 8-K).

     (5.1)   --      Opinion and Consent of Shawna L. Gehres, Esq., Assistant
                     Secretary and Counsel for the Williams Communications,
                     relating to the validity of the securities.

    (23.1)   --      Consent of Shawna L. Gehres (contained in Exhibit 5.1).

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

    (24.1)   --      Power of Attorney.

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

    (99)     --      Williams Communications Group, Inc. 2001 Transition Plan
                     for Non-Executive Officer Employees.

----------

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

ITEM 9.  UNDERTAKINGS.

    (a)  Rule 415 offering. Include the following if the securities are
         registered pursuant to Rule 415 under the Securities Act:

         The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933;

<PAGE>   4


                  (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
             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.


<PAGE>   5


                                   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
May, 2001.


                                            WILLIAMS COMMUNICATIONS GROUP, INC.
                                            (Registrant)



                                            By  /s/ SHAWNA L. GEHRES
                                              --------------------------------
                                            (Shawna L. Gehres, Attorney-in-fact)


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on April 24, 2001:

<TABLE>
<CAPTION>

       SIGNATURE                                  TITLE
       ---------                                  -----
<S>                                 <C>
/s/ HOWARD E. JANZEN*               Chairman of the Board, President, and Chief
--------------------------          Executive Officer
Howard E. Janzen                    (principal executive officer)


/s/ SCOTT E. SCHUBERT*              Chief Financial Officer
--------------------------          (principal financial officer)
Scott E. Schubert


/s/ KEN KINNEAR*                    Chief Accounting Officer
--------------------------          (principal accounting officer)
Ken Kinnear


/s/ JOHN A. CRAIG*                  Director
--------------------------
John A. Craig


/s/ JULIUS W. ERVING*               Director
--------------------------
Julius W. Erving


/s/ ROSS K. IRELAND*                Director
--------------------------
Ross K. Ireland


/s/ DR. ROBERT W. LAWLESS*          Director
--------------------------
Dr. Robert W. Lawless


/s/ MORGAN E. O'BRIEN*              Director
--------------------------
Morgan E. O'Brien


/s/ H. BRIAN THOMPSON*              Director
--------------------------
H. Brian Thompson


*By: /s/ SHAWNA L. GEHRES
--------------------------
Shawna L. Gehres
Attorney-in-fact
</TABLE>

<PAGE>   6


                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT
 NUMBER              DESCRIPTION
 ------              -----------
<S>          <C>     <C>
     (5.1)   --      Opinion and Consent of Shawna L. Gehres, Esq., Assistant
                     Secretary and Counsel for the Williams Communications,
                     relating to the validity of the securities.

    (23.1)   --      Consent of Shawna L. Gehres (contained in Exhibit 5.1).

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

    (24.1)   --      Power of Attorney.

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

    (99)     --      Williams Communications Group, Inc. 2001 Transition Plan
                     for Non-Executive Officer Employees.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "d87542s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17848}]
{"company-data": {"conformed-name": "WILLIAMS COMMUNICATIONS GROUP INC", "cik": "0001044583", "assigned-sic": "4813", "irs-number": "731462856", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61306", "film-number": "1644250"}, "business-address": {"street1": "ONE WILLIAMS CTR", "city": "TULSA", "state": "OK", "zip": "74172", "phone": "9185732000"}, "mail-address": {"street1": "ONE WILLIAMS CENTER", "city": "TULSA", "state": "OK", "zip": "74172"}}
1
      As filed with the Securities and Exchange Commission on May 21, 2001
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                   ----------

                       WILLIAMS COMMUNICATIONS GROUP, INC.
               (Exact name of issuer as specified in its charter)

                                   ----------

                Delaware                                     73-1462856
     (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)

                                   ----------

                       WILLIAMS COMMUNICATIONS GROUP, INC.
            2001 TRANSITION PLAN FOR NON-EXECUTIVE OFFICER EMPLOYEES
                              (Full title of plan)

                                   ----------

                                SHAWNA L. GEHRES
                       Williams Communications Group, Inc.
                               One Williams Center
                                 Tulsa OK 74172
                                 (918) 573-2000
            (Name, address and telephone number of agent for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================
 Title of Each                                         Proposed              Proposed
 Class of                                              Maximum               Maximum
 Securities                   Amount                   Offering              Aggregate             Amount of
 To be                        to be                    Price                 Offering              Registration
 Registered                   Registered               Per Unit(1)           Price(2)              Fee
---------------------------------------------------------------------------------------------------------------
Class A Common Stock,
  ($0.01 par value)           9,000,000(3)             $4.65                 $41,850,000            $10,463
===============================================================================================================
(1)  Estimated based on the reported New York Stock Exchange composite
     transactions closing price on May 16, 2001.

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

(3)  Includes an equal number of Rights to purchase Series A Participating
     Preferred Stock issuable under Williams Communications Group, Inc. Rights
     Plan. Until the occurrence of certain prescribed events the Rights are not
     exercisable, are evidenced by the certificates for Common Stock, and will
     be transferred along with and only with such securities. Thereafter,
     separate Rights certificates will be issued representing one Right for each
     share of Common Stock held subject to adjustment pursuant to anti-dilution
     provisions.
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 Communications Annual Report on Form 10-K/A for the
                  fiscal year ended December 31, 2000.

         (b)      Williams Communications Current Reports on Form 8-K dated
                  March 27, 2001, April 11, 2001, and April 23, 2001.

         (c)      Williams Communications Quarterly Report on Form 10-Q for the
                  quarter ended March 31, 2001.

         All reports subsequently filed by Williams Communications 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 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Williams Communications is empowered by Section 145 of the General
Corporation Law of Delaware, subject to the procedures and limitations stated
therein, to indemnify any person against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with any threatened, pending, or completed
action, suit, or proceeding in which such person is made a party by reason of
such person being or having been a director, officer, employee, or agent of
Williams Communications. The statute provides that indemnification pursuant to
its provisions is not exclusive of other rights of indemnification to which a
person may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors, or otherwise. The By-laws of Williams Communications
provide for indemnification by Williams Communications of its directors and
officers to the fullest extent permitted by the General Corporation Law of
Delaware. In addition, Williams Communications 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.

         Williams Communications maintains policies of insurance are under which
the directors and officers of Williams Communications 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.
3

ITEM 8.  EXHIBITS.

    *(4.1)   --      Restated Certificate of Incorporation of Williams
                     Communications (filed as Exhibit 3.1 to Current Report on
                     Form 8-K dated October 1, 1999 (the "October 1999 8-K")).

    *(4.2)   --      Restated By-laws of Williams Communications (filed as
                     Exhibit 3.2 to the October 1999 8-K).

    *(4.3)   --      Specimen certificate of common stock (filed as Exhibit 4.1
                     to Registration Statement No. 333-76007 on Form S-1
                     relating to an equity offering (the "Equity Registration
                     Statement"), dated April 9, 1999).

    *(4.4)   --      Certificate of designation of Series A Junior Participating
                     Preferred Stock (filed as Exhibit 4.1 to the October 1999
                     8-K).

    *(4.5)   --      Indenture governing notes dated October 6, 1999, between
                     the Williams Communications and The Bank of New York,
                     Trustee (filed as Exhibit 4.2 to the October 1999 8-K).

    *(4.7)   --      Indenture dated as of August 8, 2000 between the Williams
                     Communications and The Bank of New York, as trustee
                     relating to the 11.70% Senior Redeemable Notes due 2008 and
                     the 11.875% Senior Redeemable Notes due 2010 (filed as
                     Exhibit 4.1 to the S-4 dated October 12, 2000 (the "October
                     2000 S-4")).

    *(4.8)   --      Registration Rights Agreement dated as of August 8, 2000
                     between the Williams Communications and the initial
                     purchasers (filed as Exhibit 4.2 to the October 2000 S-4).

    *(4.9)   --      Certificate of Designation of 6.75% Redeemable Cumulative
                     Convertible Preferred Stock (filed as Exhibit 4.4 to the
                     October 2000 S-4).

    *(4.10)  --      Rights Agreement, dated as of September 30, 1999, between
                     Williams Communications and The Bank of New York (filed as
                     Exhibit 10.5 to the October 1999 8-K).

     (5.1)   --      Opinion and Consent of Shawna L. Gehres, Esq., Assistant
                     Secretary and Counsel for the Williams Communications,
                     relating to the validity of the securities.

    (23.1)   --      Consent of Shawna L. Gehres (contained in Exhibit 5.1).

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

    (24.1)   --      Power of Attorney.

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

    (99)     --      Williams Communications Group, Inc. 2001 Transition Plan
                     for Non-Executive Officer Employees.

----------

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

ITEM 9.  UNDERTAKINGS.

    (a)  Rule 415 offering. Include the following if the securities are
         registered pursuant to Rule 415 under the Securities Act:

         The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933;
4

                  (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
             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

                                   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
May, 2001.

                                            WILLIAMS COMMUNICATIONS GROUP, INC.
                                            (Registrant)

                                            By  /s/ SHAWNA L. GEHRES
                                              --------------------------------
                                            (Shawna L. Gehres, Attorney-in-fact)

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on April 24, 2001:
SIGNATURE                                  TITLE
       ---------                                  -----
/s/ HOWARD E. JANZEN*               Chairman of the Board, President, and Chief
--------------------------          Executive Officer
Howard E. Janzen                    (principal executive officer)

/s/ SCOTT E. SCHUBERT*              Chief Financial Officer
--------------------------          (principal financial officer)
Scott E. Schubert

/s/ KEN KINNEAR*                    Chief Accounting Officer
--------------------------          (principal accounting officer)
Ken Kinnear

/s/ JOHN A. CRAIG*                  Director
--------------------------
John A. Craig

/s/ JULIUS W. ERVING*               Director
--------------------------
Julius W. Erving

/s/ ROSS K. IRELAND*                Director
--------------------------
Ross K. Ireland

/s/ DR. ROBERT W. LAWLESS*          Director
--------------------------
Dr. Robert W. Lawless

/s/ MORGAN E. O'BRIEN*              Director
--------------------------
Morgan E. O'Brien

/s/ H. BRIAN THOMPSON*              Director
--------------------------
H. Brian Thompson

*By: /s/ SHAWNA L. GEHRES
--------------------------
Shawna L. Gehres
Attorney-in-fact
6

                               INDEX TO EXHIBITS
EXHIBIT
 NUMBER              DESCRIPTION
 ------              -----------
(5.1)   --      Opinion and Consent of Shawna L. Gehres, Esq., Assistant
                     Secretary and Counsel for the Williams Communications,
                     relating to the validity of the securities.

    (23.1)   --      Consent of Shawna L. Gehres (contained in Exhibit 5.1).

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

    (24.1)   --      Power of Attorney.

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

    (99)     --      Williams Communications Group, Inc. 2001 Transition Plan
                     for Non-Executive Officer Employees.