<PAGE>   1


      As filed with the Securities and Exchange Commission on May 17, 1996

                                                     Registration No. 33-_____
==============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                             _____________________

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

                          THE WILLIAMS COMPANIES, INC.
               (Exact name of issuer as specified in its charter)
                                ________________

                    Delaware                      73-0569878
        (State or other jurisdiction of        (I.R.S. Employer
         incorporation or organization)       Identification No.)

         One Williams Center                       74172
         Tulsa, Oklahoma                           (Zip Code)
         (Address of principal executive offices)

                                ________________

                       THE WILLIAMS COMPANIES, INC. 1996
                     STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                              (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)     100,000(3)  $ 51 3/8     $5,137,500     $1,772
==============================================================================


(1)  Estimated based on the reported New York Stock Exchange composite
     transactions closing price on May 13, 1996.

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

(3)  Includes an equal number of Rights issuable under The Williams Companies,
     Inc. Rights Plan.

==============================================================================

<PAGE>   2


                                   PART II

               INFORMATION REQUIRED IN REGISTRATION STATEMENT



ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are hereby incorporated by reference and made a
part of this prospectus:

     (a)  Williams' Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995.

     (b)  Williams' Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1996.

     (c)  Williams' Current Report on Form 8-K dated January 21, 1996.

     All reports subsequently filed by Williams and the Plan pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
termination of the offering, shall be deemed to be incorporated herein by
reference and to be a part hereof.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The consolidated financial statements and schedules of the Company
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, 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 reports of independent auditors relating to the audited consolidated
financial statements and schedules of the Company in any documents filed
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date hereof and prior to the termination of the offering to the extent covered
by consents thereto filed with the Securities and Exchange Commission will be
incorporated by reference in reliance upon the 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 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.


<PAGE>   3


ITEM 8.  EXHIBITS.


 *(4.1)  --   Restated Certificate of Incorporation of Williams (filed as
              Exhibit 4(a) to Form 8-B Registration Statement, filed August 20,
              1987).

 *(4.2)  --   Certificate of Designation with respect to the $2.21 Cumulative
              Preferred Stock (filed as Exhibit 4.3 to the Registration
              Statement on Form S-3, 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)  --   By-laws of Williams (filed as Exhibit 3 to Form 10-Q for the
              quarter ended September 30, 1993).

 *(4.5)  --   Form of Senior Debt Indenture between the Company and Chemical
              Bank, Trustee, relating to the 10 1/4% Debentures, due 2020; the
              9d% 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 8f% Debentures, due 2012 (filed as Exhibit 4.1 to
              Form S-3 Registration Statement No. 33-33294, filed February 2,
              1990).

 *(4.6)  --   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).

 *(4.7)  --   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).

*(4.8)   --   Certificate of Designation with respect to the $3.50 Cumulative
              Convertible Preferred Stock (filed as Exhibit 3.1(c) to the
              Prospectus and Information Statement to Amendment No. 2 to the
              Registration Statement on Form S-4, filed March 30, 1995).

*(4.9)   --   Certificate of Increase of Authorized Number of Shares of Series
              A Junior Participating Preferred Stock (filed as Exhibit 3(f) to
              Form 10-K for the year ended December 31, 1995).

*(4.10)  --   Rights Agreement, dated as of February 6, 1996, between Williams
              and First Chicago Trust Company of New York (filed as Exhibit 4
              to Williams Form 8-K, dated January 21, 1996).

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

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

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

(24.1)   --   Power of Attorney.

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

*(99)    --   The Williams Companies, Inc. 1996 Stock Plan for Non-Employee
              Directors (filed as Exhibit B to the Company's definitive Proxy
              Statement dated March 27, 1996).

______________________________

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


                                     -2-
<PAGE>   4


ITEM 9.  UNDERTAKINGS.

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

           The undersigned registrant hereby undertakes:

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

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

                (ii)  To reflect in the prospectus any facts or events arising 
                      after the effective date of the registration statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information set forth in the registration 
                      statement;

                (iii) To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement;


                Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of
                this Section do not apply if the registration statement is on
                Form S-3, Form S-8 or Form F-3, and the information required to
                be included in a post-effective amendment by those paragraphs
                is contained in periodic reports filed with or furnished to the
                Commission by the registrant pursuant to Section 13 or Section
                15(d) of the Securities Exchange Act of 1934 that are
                incorporated by reference in the registration statement.

           (2)  That, for the purpose of determining any liability
                under the Securities Act of 1933, each such post-effective
                amendment shall be deemed to be a new registration statement
                relating to the securities offered therein, and the offering of
                such securities at that time shall be deemed to be the initial
                bona fide offering thereof.

           (3)  To remove from registration by means of a
                post-effective amendment any of the securities being registered
                which remain unsold at the termination of the offering.

      (b)  The undersigned registrant hereby undertakes that, for
           purposes of determining any liability under the Securities Act of
           1933, each filing of the registrant's annual report pursuant to
           Section 13(a) or Section 15(d) of the Securities Exchange Act of
           1934 (and, where applicable, each filing of an employee benefit
           plan's annual report pursuant to Section 15(d) of the Securities
           Exchange Act of 1934) that is incorporated by reference in the
           registration statement shall be deemed to be a new registration
           statement relating to the securities offered therein, and the
           offering of such securities at that time shall be deemed to be the
           initial bona fide offering thereof.

      (c)  Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the registrant pursuant to the foregoing
           provisions, or otherwise, the registrant has been advised that in
           the opinion of the Securities and Exchange Commission such
           indemnification is against public policy as expressed in the
           Securities Act of 1933 and is, therefore, unenforceable.  In the
           event that a claim for indemnification against such liabilities
           (other than the payment by the registrant of expenses incurred or

                                     -3-

<PAGE>   5

           paid by a director, officer or controlling person of the registrant
           in the successful defense of any action, suit or proceeding) is
           asserted by such director, officer or controlling person in
           connection with the securities being registered, the registrant
           will, unless in the opinion of its counsel the matter has been
           settled by controlling precedent, submit to a court of appropriate
           jurisdiction the question whether such indemnification by it is
           against public policy as expressed in the Act and will be governed
           by the final adjudication of such issue.




                                     -4-
<PAGE>   6


                                   SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Tulsa and State of Oklahoma on the
17th day of May, 1996.


                                        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 17, 1996:


     SIGNATURE                                  TITLE
     ---------                                  -----


     *                          Chairman of the Board, President
- ---------------------           and Chief Executive Officer    
  Keith E. Bailey                 (Principal Executive Officer)
                                

     
     *
- ---------------------           Senior Vice President
  Jack D. McCarthy              (Principal Financial Officer)


     *
- ---------------------           Controller
  Gary R. Belitz                (Principal Accounting Officer)


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


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


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


     *                          Director
- -----------------------
  Patricia L. Higgins


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

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



                                     -5-
<PAGE>   7



     *                                    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)






                                     -6-
<PAGE>   8
                              INDEX TO EXHIBITS



<TABLE>
<CAPTION>
EXHIBIT
NUMBER                   DESCRIPTION
- -------                  -----------
<S>           <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 the Registration
              Statement on Form S-3, 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)  --   By-laws of Williams (filed as Exhibit 3 to Form 10-Q for the
              quarter ended September 30, 1993).

 *(4.5)  --   Form of Senior Debt Indenture between the Company and Chemical
              Bank, Trustee, relating to the 10 1/4% Debentures, due 2020; the
              9d% 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 8f% Debentures, due 2012 (filed as Exhibit 4.1 to
              Form S-3 Registration Statement No. 33-33294, filed February 2,
              1990).

 *(4.6)  --   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).

 *(4.7)  --   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).

*(4.8)   --   Certificate of Designation with respect to the $3.50 Cumulative
              Convertible Preferred Stock (filed as Exhibit 3.1(c) to the
              Prospectus and Information Statement to Amendment No. 2 to the
              Registration Statement on Form S-4, filed March 30, 1995).

*(4.9)   --   Certificate of Increase of Authorized Number of Shares of Series
              A Junior Participating Preferred Stock (filed as Exhibit 3(f) to
              Form 10-K for the year ended December 31, 1995).

*(4.10)  --   Rights Agreement, dated as of February 6, 1996, between Williams
              and First Chicago Trust Company of New York (filed as Exhibit 4
              to Williams Form 8-K, dated January 21, 1996).

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

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

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

(24.1)   --   Power of Attorney.

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

*(99)    --   The Williams Companies, Inc. 1996 Stock Plan for Non-Employee
              Directors (filed as Exhibit B to the Company's definitive Proxy
              Statement dated March 27, 1996).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21159}]
{"company-data": {"conformed-name": "WILLIAMS COMPANIES INC", "cik": "0000107263", "assigned-sic": "4922", "irs-number": "730569878", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03957", "film-number": "96569137"}, "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 17, 1996

                                                     Registration No. 33-_____
==============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                             _____________________

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

                          THE WILLIAMS COMPANIES, INC.
               (Exact name of issuer as specified in its charter)
                                ________________

                    Delaware                      73-0569878
        (State or other jurisdiction of        (I.R.S. Employer
         incorporation or organization)       Identification No.)

         One Williams Center                       74172
         Tulsa, Oklahoma                           (Zip Code)
         (Address of principal executive offices)

                                ________________

                       THE WILLIAMS COMPANIES, INC. 1996
                     STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                              (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)     100,000(3)  $ 51 3/8     $5,137,500     $1,772
==============================================================================

(1)  Estimated based on the reported New York Stock Exchange composite
     transactions closing price on May 13, 1996.

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

(3)  Includes an equal number of Rights issuable under The Williams Companies,
     Inc. Rights Plan.

==============================================================================
2

                                   PART II

               INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are hereby incorporated by reference and made a
part of this prospectus:

     (a)  Williams' Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995.

     (b)  Williams' Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1996.

     (c)  Williams' Current Report on Form 8-K dated January 21, 1996.

     All reports subsequently filed by Williams and the Plan pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
termination of the offering, shall be deemed to be incorporated herein by
reference and to be a part hereof.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The consolidated financial statements and schedules of the Company
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, 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 reports of independent auditors relating to the audited consolidated
financial statements and schedules of the Company in any documents filed
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date hereof and prior to the termination of the offering to the extent covered
by consents thereto filed with the Securities and Exchange Commission will be
incorporated by reference in reliance upon the 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 be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
3

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 the Registration
              Statement on Form S-3, 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)  --   By-laws of Williams (filed as Exhibit 3 to Form 10-Q for the
              quarter ended September 30, 1993).

 *(4.5)  --   Form of Senior Debt Indenture between the Company and Chemical
              Bank, Trustee, relating to the 10 1/4% Debentures, due 2020; the
              9d% 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 8f% Debentures, due 2012 (filed as Exhibit 4.1 to
              Form S-3 Registration Statement No. 33-33294, filed February 2,
              1990).

 *(4.6)  --   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).

 *(4.7)  --   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).

*(4.8)   --   Certificate of Designation with respect to the $3.50 Cumulative
              Convertible Preferred Stock (filed as Exhibit 3.1(c) to the
              Prospectus and Information Statement to Amendment No. 2 to the
              Registration Statement on Form S-4, filed March 30, 1995).

*(4.9)   --   Certificate of Increase of Authorized Number of Shares of Series
              A Junior Participating Preferred Stock (filed as Exhibit 3(f) to
              Form 10-K for the year ended December 31, 1995).

*(4.10)  --   Rights Agreement, dated as of February 6, 1996, between Williams
              and First Chicago Trust Company of New York (filed as Exhibit 4
              to Williams Form 8-K, dated January 21, 1996).

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

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

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

(24.1)   --   Power of Attorney.

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

*(99)    --   The Williams Companies, Inc. 1996 Stock Plan for Non-Employee
              Directors (filed as Exhibit B to the Company's definitive Proxy
              Statement dated March 27, 1996).

______________________________

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

                                     -2-
4

ITEM 9.  UNDERTAKINGS.

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

           The undersigned registrant hereby undertakes:

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

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

                (ii)  To reflect in the prospectus any facts or events arising 
                      after the effective date of the registration statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information set forth in the registration 
                      statement;

                (iii) To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement;

                Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of
                this Section do not apply if the registration statement is on
                Form S-3, Form S-8 or Form F-3, and the information required to
                be included in a post-effective amendment by those paragraphs
                is contained in periodic reports filed with or furnished to the
                Commission by the registrant pursuant to Section 13 or Section
                15(d) of the Securities Exchange Act of 1934 that are
                incorporated by reference in the registration statement.

           (2)  That, for the purpose of determining any liability
                under the Securities Act of 1933, each such post-effective
                amendment shall be deemed to be a new registration statement
                relating to the securities offered therein, and the offering of
                such securities at that time shall be deemed to be the initial
                bona fide offering thereof.

           (3)  To remove from registration by means of a
                post-effective amendment any of the securities being registered
                which remain unsold at the termination of the offering.

      (b)  The undersigned registrant hereby undertakes that, for
           purposes of determining any liability under the Securities Act of
           1933, each filing of the registrant's annual report pursuant to
           Section 13(a) or Section 15(d) of the Securities Exchange Act of
           1934 (and, where applicable, each filing of an employee benefit
           plan's annual report pursuant to Section 15(d) of the Securities
           Exchange Act of 1934) that is incorporated by reference in the
           registration statement shall be deemed to be a new registration
           statement relating to the securities offered therein, and the
           offering of such securities at that time shall be deemed to be the
           initial bona fide offering thereof.

      (c)  Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the registrant pursuant to the foregoing
           provisions, or otherwise, the registrant has been advised that in
           the opinion of the Securities and Exchange Commission such
           indemnification is against public policy as expressed in the
           Securities Act of 1933 and is, therefore, unenforceable.  In the
           event that a claim for indemnification against such liabilities
           (other than the payment by the registrant of expenses incurred or

                                     -3-
5

           paid by a director, officer or controlling person of the registrant
           in the successful defense of any action, suit or proceeding) is
           asserted by such director, officer or controlling person in
           connection with the securities being registered, the registrant
           will, unless in the opinion of its counsel the matter has been
           settled by controlling precedent, submit to a court of appropriate
           jurisdiction the question whether such indemnification by it is
           against public policy as expressed in the Act and will be governed
           by the final adjudication of such issue.

                                     -4-
6

                                   SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Tulsa and State of Oklahoma on the
17th day of May, 1996.

                                        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 17, 1996:

     SIGNATURE                                  TITLE
     ---------                                  -----

     *                          Chairman of the Board, President
- ---------------------           and Chief Executive Officer    
  Keith E. Bailey                 (Principal Executive Officer)
                                

     
     *
- ---------------------           Senior Vice President
  Jack D. McCarthy              (Principal Financial Officer)

     *
- ---------------------           Controller
  Gary R. Belitz                (Principal Accounting Officer)

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

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

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

     *                          Director
- -----------------------
  Patricia L. Higgins

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

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

                                     -5-
7

     *                                    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)

                                     -6-
8
                              INDEX TO EXHIBITS
EXHIBIT
NUMBER                   DESCRIPTION
- -------                  -----------
*(4.1)  --   Restated Certificate of Incorporation of Williams (filed as
              Exhibit 4(a) to Form 8-B Registration Statement, filed August 20,
              1987).

 *(4.2)  --   Certificate of Designation with respect to the $2.21 Cumulative
              Preferred Stock (filed as Exhibit 4.3 to the Registration
              Statement on Form S-3, 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)  --   By-laws of Williams (filed as Exhibit 3 to Form 10-Q for the
              quarter ended September 30, 1993).

 *(4.5)  --   Form of Senior Debt Indenture between the Company and Chemical
              Bank, Trustee, relating to the 10 1/4% Debentures, due 2020; the
              9d% 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 8f% Debentures, due 2012 (filed as Exhibit 4.1 to
              Form S-3 Registration Statement No. 33-33294, filed February 2,
              1990).

 *(4.6)  --   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).

 *(4.7)  --   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).

*(4.8)   --   Certificate of Designation with respect to the $3.50 Cumulative
              Convertible Preferred Stock (filed as Exhibit 3.1(c) to the
              Prospectus and Information Statement to Amendment No. 2 to the
              Registration Statement on Form S-4, filed March 30, 1995).

*(4.9)   --   Certificate of Increase of Authorized Number of Shares of Series
              A Junior Participating Preferred Stock (filed as Exhibit 3(f) to
              Form 10-K for the year ended December 31, 1995).

*(4.10)  --   Rights Agreement, dated as of February 6, 1996, between Williams
              and First Chicago Trust Company of New York (filed as Exhibit 4
              to Williams Form 8-K, dated January 21, 1996).

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

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

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

(24.1)   --   Power of Attorney.

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

*(99)    --   The Williams Companies, Inc. 1996 Stock Plan for Non-Employee
              Directors (filed as Exhibit B to the Company's definitive Proxy
              Statement dated March 27, 1996).