<PAGE>   1

    As filed with the Securities and Exchange Commission on April 18, 1995

                                                   Registration No. 33-______
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                               ________________

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

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

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

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

                               ________________

                          THE WILLIAMS COMPANIES, INC.
                      STOCK PLAN FOR NONOFFICER EMPLOYEES
                              (Full title of plan)
                               ________________

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================
                                        Proposed        Proposed
                                        Maximum         Maximum
    Title of            Amount         Offering        Aggregate            Amount of
 Securities to           to be          Price          Offering           Registration
 be Registered        Registered      Per Unit(1)       Price(2)              Fee     
- -----------------------------------------------------------------------------------------
<S>                 <C>              <C>            <C>                      <C>
Common Stock,
  ($1 par value)    4,000,000(3)     $31 1/8        $124,500,000             $42,931   
=========================================================================================
</TABLE>


(1)      Estimated based on the reported New York Stock Exchange composite
         transactions closing price on April 10, 1995.

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

(3)      Includes one-half of a Right issuable under the terms of The Williams
         Companies, Inc. Rights Plan for each share of stock.

===============================================================================
<PAGE>   2
                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

       (a)      Williams' Annual Report on Form 10-K for the fiscal year ended
                December 31, 1994.

       (b)      Williams Current Reports on Form 8-K, dated January 5, 1995,
                January 11, 1995, and Form 8-K/A, dated March 29, 1995.

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

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

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

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

                ANTITAKEOVER PROVISIONS

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

                The Board of Directors of the Company is divided into three
                classes.  Members of each class are elected for three-year
                terms.  Stockholders may only remove any one or all of the
                directors for cause and by an affirmative vote of 75 percent of
                the voting power of the stock.
<PAGE>   3
                The Restated Certificate of Incorporation, as amended, provides
                that the approval of 75 percent of the voting power of the
                stock is required for the authorization of certain mergers and
                sales or leases of substantial parts of the assets of the
                Company.

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

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

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





                                      -2-
<PAGE>   4
                certificates will be mailed to holders of record of Common
                Stock as of the close of business on the Distribution Date and,
                thereafter, such separate Rights certificates alone will
                evidence the Rights.  Except as otherwise determined by the
                Board of Directors and as described in the Rights Agreement,
                only shares of Common Stock issued prior to the Distribution
                Date will be issued with Rights.  Pursuant to the Rights
                Agreement, the Company reserves the right to require prior to
                the occurrence of a Triggering Event (as defined below) that,
                upon any exercise of Rights, a number of Rights be exercised so
                that only whole shares of Junior Preferred Stock will be
                issued.

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

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

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

                The Purchase Price payable, and the number of Units of Junior
                Preferred Stock or other securities or property issuable, upon
                exercise of the Rights are subject to adjustment from time to
                time to prevent dilution (i) in the event of a stock dividend
                on, or a subdivision, combination or reclassification of, the
                Junior Preferred Stock; (ii) if holders of the Junior Preferred
                Stock are granted certain rights or warrants to subscribe for
                Junior Preferred Stock or convertible securities at less than
                the current market price of the Junior Preferred Stock; or
                (iii) upon the distribution to holders of the Junior Preferred
                Stock of evidences of indebtedness or assets (excluding regular
                quarterly cash dividends) or of subscription rights or warrants
                (other than those referred to above).

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





                                      -3-
<PAGE>   5
                At any time until ten days following the Stock Acquisition
                Date, the Company may redeem the Rights in whole, but not in
                part, at a price of $.05 per Right (the "Redemption Price"),
                payable in cash, Common Stock or other consideration deemed
                appropriate by the Board of Directors.  Immediately upon the
                action of the Board of Directors of the Company ordering
                redemption of the Rights, the Rights will terminate and the
                only right of the holders of Rights will be to receive the
                Redemption Price.

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

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

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

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

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

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

       All reports subsequently filed by Williams pursuant to Sections 13, 14
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof.





                                      -4-
<PAGE>   6
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

       The consolidated financial statements and schedules of the Company
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference.  The financial statements and schedules
referred to above are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in auditing and
accounting.

       The reports of independent auditors relating to the audited consolidated
financial statements and schedules of the Company in any documents filed
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the offering to the
extent covered by consents thereto filed with the Securities and Exchange
Commission will be incorporated by reference in reliance upon the authority of
such independent auditors as experts in auditing and accounting.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

       Policies of insurance are maintained by the Company under which the
directors and officers of the Company are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might 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.





                                      -5-
<PAGE>   7
ITEM 8.  EXHIBITS.

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

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

       *(4.3)   --      Certificate of Increase of Authorized Number of Shares of Series A Junior Participating
                        Preferred Stock (filed as Exhibit 3(c) to Form 10-K for the year ended December 31, 1988).

       *(4.4)   --      Certificate of Amendment of Restated Certificate of Incorporation, dated May 20, 1994 (filed as
                        Exhibit 3(d) to Form 10-K for the fiscal year ended December 31, 1994).

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

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

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

       *(4.8)   --      Form of Senior Debt Indenture between the Company and Chemical Bank, Trustee, relating to the 10
                        1/4% Debentures, due 2020; the 9 3/8% Debentures, due 2021; the 8 1/4% Notes, due 1998; Medium-
                        Term Notes (8.50%-9.31%), due 1996 through 2001; the 7 1/2% Notes, due 1999, and the 8 7/8%
                        Debentures, due 2012 (filed as Exhibit 4.1 to Form S-3 Registration Statement No. 33-33294,
                        filed February 2, 1990).

       *(4.9)   --      U.S. $800,000,000 Credit Agreement, dated as of February 23, 1995, among Williams and certain of
                        its subsidiaries and the banks named therein and Citibank, N.A., as agent (filed as Exhibit 4(b)
                        to Form 10-K for the year ended December 31, 1994).

        (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. Stock Plan for Nonofficer Employees.

</TABLE>

_______________________________

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





                                      -6-
<PAGE>   8
ITEM 9.  UNDERTAKINGS.

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

                The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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

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





                                      -7-
<PAGE>   9
                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.





                                      -8-
<PAGE>   10
                                   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
18th day of April, 1995.


                                               THE WILLIAMS COMPANIES, INC.
                                               (Registrant)



                                               By     s/David M. Higbee        
                                                  -----------------------------
                                                        (David M. Higbee,
                                                        Attorney-in-fact)


       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on April 18, 1995:


<TABLE>
<CAPTION>
             SIGNATURE                                      TITLE
             ---------                                      -----
       <S>                                                  <C>
            *                                               Chairman of the Board, President
- --------------------------                                    and Chief Executive Officer)  
      Keith E. Bailey                                         (Principal Executive Officer)
                                                                                           
                                                              
            *                                               Senior Vice President
- --------------------------                                    (Principal Financial Officer)
      Jack D. McCarthy                                                                  
                                                              

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

            *                                               Director
- --------------------------                                          
     Harold W. Andersen


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


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


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


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


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


            *                                               Director
- --------------------------                                          
     James C. Lewis
</TABLE>





                                      -9-
<PAGE>   11

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


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


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


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


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


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



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





                                      -10-
<PAGE>   12
                              INDEX TO EXHIBITS

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

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

       *(4.3)   --      Certificate of Increase of Authorized Number of Shares of Series A Junior Participating
                        Preferred Stock (filed as Exhibit 3(c) to Form 10-K for the year ended December 31, 1988).

       *(4.4)   --      Certificate of Amendment of Restated Certificate of Incorporation, dated May 20, 1994 (filed as
                        Exhibit 3(d) to Form 10-K for the fiscal year ended December 31, 1994).

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

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

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

       *(4.8)   --      Form of Senior Debt Indenture between the Company and Chemical Bank, Trustee, relating to the 10
                        1/4% Debentures, due 2020; the 9 3/8% Debentures, due 2021; the 8 1/4% Notes, due 1998; Medium-
                        Term Notes (8.50%-9.31%), due 1996 through 2001; the 7 1/2% Notes, due 1999, and the 8 7/8%
                        Debentures, due 2012 (filed as Exhibit 4.1 to Form S-3 Registration Statement No. 33-33294,
                        filed February 2, 1990).

       *(4.9)   --      U.S. $800,000,000 Credit Agreement, dated as of February 23, 1995, among Williams and certain of
                        its subsidiaries and the banks named therein and Citibank, N.A., as agent (filed as Exhibit 4(b)
                        to Form 10-K for the year ended December 31, 1994).

        (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. Stock Plan for Nonofficer Employees.

</TABLE>

_______________________________

*   The exhibits have heretofore been filed with the Securities and Exchange
    Commission as part of the filing indicated and are incorporated herein by
    reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 41953}]
{"company-data": {"conformed-name": "WILLIAMS COMPANIES INC", "cik": "0000107263", "assigned-sic": "4922", "irs-number": "730569878", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58671", "film-number": "95529302"}, "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 April 18, 1995

                                                   Registration No. 33-______
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                               ________________

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

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

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

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

                               ________________

                          THE WILLIAMS COMPANIES, INC.
                      STOCK PLAN FOR NONOFFICER EMPLOYEES
                              (Full title of plan)
                               ________________

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

                        CALCULATION OF REGISTRATION FEE
=========================================================================================
                                        Proposed        Proposed
                                        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)    4,000,000(3)     $31 1/8        $124,500,000             $42,931   
=========================================================================================
(1)      Estimated based on the reported New York Stock Exchange composite
         transactions closing price on April 10, 1995.

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

(3)      Includes one-half of a Right issuable under the terms of The Williams
         Companies, Inc. Rights Plan for each share of stock.

===============================================================================
2
                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

       (a)      Williams' Annual Report on Form 10-K for the fiscal year ended
                December 31, 1994.

       (b)      Williams Current Reports on Form 8-K, dated January 5, 1995,
                January 11, 1995, and Form 8-K/A, dated March 29, 1995.

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

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

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

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

                ANTITAKEOVER PROVISIONS

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

                The Board of Directors of the Company is divided into three
                classes.  Members of each class are elected for three-year
                terms.  Stockholders may only remove any one or all of the
                directors for cause and by an affirmative vote of 75 percent of
                the voting power of the stock.
3
                The Restated Certificate of Incorporation, as amended, provides
                that the approval of 75 percent of the voting power of the
                stock is required for the authorization of certain mergers and
                sales or leases of substantial parts of the assets of the
                Company.

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

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

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

                                      -2-
4
                certificates will be mailed to holders of record of Common
                Stock as of the close of business on the Distribution Date and,
                thereafter, such separate Rights certificates alone will
                evidence the Rights.  Except as otherwise determined by the
                Board of Directors and as described in the Rights Agreement,
                only shares of Common Stock issued prior to the Distribution
                Date will be issued with Rights.  Pursuant to the Rights
                Agreement, the Company reserves the right to require prior to
                the occurrence of a Triggering Event (as defined below) that,
                upon any exercise of Rights, a number of Rights be exercised so
                that only whole shares of Junior Preferred Stock will be
                issued.

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

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

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

                The Purchase Price payable, and the number of Units of Junior
                Preferred Stock or other securities or property issuable, upon
                exercise of the Rights are subject to adjustment from time to
                time to prevent dilution (i) in the event of a stock dividend
                on, or a subdivision, combination or reclassification of, the
                Junior Preferred Stock; (ii) if holders of the Junior Preferred
                Stock are granted certain rights or warrants to subscribe for
                Junior Preferred Stock or convertible securities at less than
                the current market price of the Junior Preferred Stock; or
                (iii) upon the distribution to holders of the Junior Preferred
                Stock of evidences of indebtedness or assets (excluding regular
                quarterly cash dividends) or of subscription rights or warrants
                (other than those referred to above).

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

                                      -3-
5
                At any time until ten days following the Stock Acquisition
                Date, the Company may redeem the Rights in whole, but not in
                part, at a price of $.05 per Right (the "Redemption Price"),
                payable in cash, Common Stock or other consideration deemed
                appropriate by the Board of Directors.  Immediately upon the
                action of the Board of Directors of the Company ordering
                redemption of the Rights, the Rights will terminate and the
                only right of the holders of Rights will be to receive the
                Redemption Price.

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

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

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

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

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

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

       All reports subsequently filed by Williams pursuant to Sections 13, 14
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof.

                                      -4-
6
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

       The consolidated financial statements and schedules of the Company
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference.  The financial statements and schedules
referred to above are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in auditing and
accounting.

       The reports of independent auditors relating to the audited consolidated
financial statements and schedules of the Company in any documents filed
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the offering to the
extent covered by consents thereto filed with the Securities and Exchange
Commission will be incorporated by reference in reliance upon the authority of
such independent auditors as experts in auditing and accounting.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

       Policies of insurance are maintained by the Company under which the
directors and officers of the Company are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might 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.

                                      -5-
7
ITEM 8.  EXHIBITS.
*(4.1)   --      Restated Certificate of Incorporation of Williams (filed as Exhibit 4(a) to Form 8-B
                        Registration Statement, filed August 20, 1987).

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

       *(4.3)   --      Certificate of Increase of Authorized Number of Shares of Series A Junior Participating
                        Preferred Stock (filed as Exhibit 3(c) to Form 10-K for the year ended December 31, 1988).

       *(4.4)   --      Certificate of Amendment of Restated Certificate of Incorporation, dated May 20, 1994 (filed as
                        Exhibit 3(d) to Form 10-K for the fiscal year ended December 31, 1994).

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

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

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

       *(4.8)   --      Form of Senior Debt Indenture between the Company and Chemical Bank, Trustee, relating to the 10
                        1/4% Debentures, due 2020; the 9 3/8% Debentures, due 2021; the 8 1/4% Notes, due 1998; Medium-
                        Term Notes (8.50%-9.31%), due 1996 through 2001; the 7 1/2% Notes, due 1999, and the 8 7/8%
                        Debentures, due 2012 (filed as Exhibit 4.1 to Form S-3 Registration Statement No. 33-33294,
                        filed February 2, 1990).

       *(4.9)   --      U.S. $800,000,000 Credit Agreement, dated as of February 23, 1995, among Williams and certain of
                        its subsidiaries and the banks named therein and Citibank, N.A., as agent (filed as Exhibit 4(b)
                        to Form 10-K for the year ended December 31, 1994).

        (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. Stock Plan for Nonofficer 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.

                                      -6-
8
ITEM 9.  UNDERTAKINGS.

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

                The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

                                      -7-
9
                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.

                                      -8-
10
                                   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
18th day of April, 1995.

                                               THE WILLIAMS COMPANIES, INC.
                                               (Registrant)

                                               By     s/David M. Higbee        
                                                  -----------------------------
                                                        (David M. Higbee,
                                                        Attorney-in-fact)

       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on April 18, 1995:
SIGNATURE                                      TITLE
             ---------                                      -----
*                                               Chairman of the Board, President
- --------------------------                                    and Chief Executive Officer)  
      Keith E. Bailey                                         (Principal Executive Officer)
                                                                                           
                                                              
            *                                               Senior Vice President
- --------------------------                                    (Principal Financial Officer)
      Jack D. McCarthy                                                                  
                                                              

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

            *                                               Director
- --------------------------                                          
     Harold W. Andersen

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

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

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

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

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

            *                                               Director
- --------------------------                                          
     James C. Lewis
-9-
11
*                                               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)
-10-
12
                              INDEX TO EXHIBITS
*(4.1)   --      Restated Certificate of Incorporation of Williams (filed as Exhibit 4(a) to Form 8-B
                        Registration Statement, filed August 20, 1987).

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

       *(4.3)   --      Certificate of Increase of Authorized Number of Shares of Series A Junior Participating
                        Preferred Stock (filed as Exhibit 3(c) to Form 10-K for the year ended December 31, 1988).

       *(4.4)   --      Certificate of Amendment of Restated Certificate of Incorporation, dated May 20, 1994 (filed as
                        Exhibit 3(d) to Form 10-K for the fiscal year ended December 31, 1994).

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

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

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

       *(4.8)   --      Form of Senior Debt Indenture between the Company and Chemical Bank, Trustee, relating to the 10
                        1/4% Debentures, due 2020; the 9 3/8% Debentures, due 2021; the 8 1/4% Notes, due 1998; Medium-
                        Term Notes (8.50%-9.31%), due 1996 through 2001; the 7 1/2% Notes, due 1999, and the 8 7/8%
                        Debentures, due 2012 (filed as Exhibit 4.1 to Form S-3 Registration Statement No. 33-33294,
                        filed February 2, 1990).

       *(4.9)   --      U.S. $800,000,000 Credit Agreement, dated as of February 23, 1995, among Williams and certain of
                        its subsidiaries and the banks named therein and Citibank, N.A., as agent (filed as Exhibit 4(b)
                        to Form 10-K for the year ended December 31, 1994).

        (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. Stock Plan for Nonofficer 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.