UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)

Williams Companies, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

969457100
(CUSIP Number)



Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

     [X] Rule 13d-1(b)
     [ ] Rule 13d-1(c)
     [ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).


                                   13G

CUSIP NO. 969457100


1)        NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

            Wells Fargo & Company

2)        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]
                                                               (b)  [ ]
3)        SEC USE ONLY

4)        CITIZENSHIP OR PLACE OF ORGANIZATION

            Delaware

NUMBER OF          (5)  SOLE VOTING POWER
SHARES                    1,133,395
BENEFICIALLY       (6)  SHARED VOTING POWER
OWNED BY                  38,068,027
EACH               (7)  SOLE DISPOSITIVE POWER
REPORTING                 303,415
PERSON             (8)  SHARED DISPOSITIVE POWER
WITH                      39,512,920

9)         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
             39,928,569

10)        CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
           SHARES

11)        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
             9.18%

12)        TYPE OF REPORTING PERSON

             HC


                                   13G

CUSIP NO. 969457100


1)        NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

            Wells Fargo Bank, N.A.

2)        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]
                                                               (b)  [ ]
3)        SEC USE ONLY

4)        CITIZENSHIP OR PLACE OF ORGANIZATION

            United States of America

NUMBER OF          (5)  SOLE VOTING POWER
SHARES                    975,851
BENEFICIALLY       (6)  SHARED VOTING POWER
OWNED BY                  38,059,322
EACH               (7)  SOLE DISPOSITIVE POWER
REPORTING                 272,720
PERSON             (8)  SHARED DISPOSITIVE POWER
WITH                      39,489,600

9)         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
             39,762,320

10)        CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
           SHARES

11)        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
             9.15%

12)        TYPE OF REPORTING PERSON

             BK


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)

DISCLAIMER:  Information in this Schedule 13G is provided solely for
the purpose of complying with Sections 13(d) and 13(g) of the Act and
regulations promulgated thereunder, and is not to be construed as an
admission that Wells Fargo & Company or any of its subsidiaries is the
beneficial owner of the securities covered by this Schedule 13G for any
purpose whatsoever.

Item 1(a)  Name of Issuer:

           Williams Companies, Inc.

Item 1(b)  Address of Issuer's Principal Executive Offices:

           One Williams Center
           Tulsa, OK  74172

Item 2(a)  Name of Person Filing:

           1.  Wells Fargo & Company ("WFC")
           2.  Wells Fargo Bank, N.A. ("WFC")

Item 2(b)  Address of Principal Business Office:

           1.  WFC
               420 Montgomery Street
               San Francisco, CA  94104

           2.  WFB
               343 Sansome Street, 3rd Floor
               San Francisco, California 94163

Item 2(c)  Citizenship:

           1.  WFC:  Delaware
           2.  WFB:  United States

Item 2(d)  Title of Class of Securities:

           Common Stock

Item 2(e)  CUSIP Number:

           969457100


Item 3     The person filing is a:

           1.  WFC:  Parent Holding Company in accordance with 240.13d-
               1(b)(1)(ii)(G)
           2.  WFB:  Bank as defined in Section 3(a)(6) of the Act

Item 4     Ownership:

           See Items 5-11 of each cover page

Item 5     Ownership of Five Percent or Less of a Class:

           If this statement is being filed to report the fact that as
           of the date hereof the reporting persons have ceased to be
           beneficial owners of more than five percent of the class of
           securities, check the following [ ].

Item 6     Ownership of More than Five Percent on Behalf of Another
           Person:

           Not applicable.

Item 7     Identification and Classification of the Subsidiary Which
           Acquired the Security Being Reported on by the Parent
           Holding Company:

           See Attachment A

Item 8     Identification and Classification of Members of the Group:

           Not Applicable

Item 9     Notice of Dissolution of Group:

           Not Applicable


Item 10    Certification:

           By signing below, I certify that, to the best of my
           knowledge and belief, the securities referred to above were
           acquired in the ordinary course of business and were not
           acquired for the purpose of and do not have the effect of
           changing or influencing the control of the issuer of such
           securities and were not acquired in connection with or as a
           participant in any transaction having such purposes or
           effect.

Signature.

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete, and correct.

Date:  February 10, 2000

WELLS FARGO & COMPANY



By:  /s/ Laurel A. Holschuh
         Laurel A. Holschuh, Senior Vice President
          and Secretary



ATTACHMENT A

The Schedule 13G to which this attachment is appended is filed by Wells
Fargo & Company on behalf of the following subsidiaries:

Wells Fargo Bank, N.A.(1)
Norwest Bank Arizona, N.A. (1)
Norwest Bank Colorado, N.A. (1)
Norwest Bank Illinois, N.A. (1)
Norwest Bank Indiana, N.A. (1)
Norwest Bank Iowa, N.A. (1)
Norwest Bank Minnesota, N.A. (1)
Norwest Bank Minnesota North, N.A. (1)
Norwest Bank Montana, N.A. (1)
Norwest Bank Nebraska, N.A. (1)
Norwest Bank Texas, N.A. (1)
Norwest Bank Wisconsin, N.A. (1)
Norwest Bank Wyoming, N.A. (1)










__________________

(1)	Classified as a bank in accordance with Regulation 13d-
1(b)(1)(ii)(B).