<PAGE>   1
      As filed with the Securities and Exchange Commission on July 27, 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.
                                 1999 STOCK PLAN
                              (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)           40,000,000(3)            $2.23                 $89,200,000            $22,300
===============================================================================================================
</TABLE>

(1)  Estimated based on the reported New York Stock Exchange composite
     transactions closing price on July 25, 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

<PAGE>   2

     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.

                                     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 filed April 4,
          2001, April 19, 2001, May 3, 2001, May 30, 2001, June
          1, 2001, June 27, 2001, and July 25, 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. 1999 Stock Plan, as
                 amended.

----------

* 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 27th day of
July, 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 March 27, 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

                                                               Director
-----------------------------------
Morgan E. O'Brien

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

*By: /s/ SHAWNA L. GEHRES
     ------------------------------
Shawna L. Gehres
Attorney-in-fact
Dated: July 27, 2001
</TABLE>

<PAGE>   6

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER             DESCRIPTION
-------            -----------

<S>                <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. 1999 Stock Plan, as
                   amended.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "d89305s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17792}]
{"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": "333-66080", "film-number": "1691135"}, "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 July 27, 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.
                                 1999 STOCK PLAN
                              (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)           40,000,000(3)            $2.23                 $89,200,000            $22,300
===============================================================================================================
(1)  Estimated based on the reported New York Stock Exchange composite
     transactions closing price on July 25, 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
2

     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.

                                     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 filed April 4,
          2001, April 19, 2001, May 3, 2001, May 30, 2001, June
          1, 2001, June 27, 2001, and July 25, 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. 1999 Stock Plan, as
                 amended.

----------

* 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 27th day of
July, 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 March 27, 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

                                                               Director
-----------------------------------
Morgan E. O'Brien

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

*By: /s/ SHAWNA L. GEHRES
     ------------------------------
Shawna L. Gehres
Attorney-in-fact
Dated: July 27, 2001
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. 1999 Stock Plan, as
                   amended.