8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT



                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported): March 19, 2002
                                                         ----------------



                          The Williams Companies, Inc.
                          ----------------------------
             (Exact name of registrant as specified in its charter)



             Delaware                   1-4174               73-0569878
             --------              ---------------      -------------------
         (State or other             (Commission         (I.R.S. Employer
         jurisdiction of             File Number)        Identification No.)
         incorporation)



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



        Registrant's telephone number, including area code: 918/573-2000
                                                            ------------



                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)


                                       1



Item 5.    Other Events.

         On March 19, 2002, The Williams Companies, Inc. (NYSE:WMB) announced it
had closed a two-part debt transaction of $1.5 billion. Williams sold the
securities in a private placement as follows: $850 million of 30-year notes with
a interest rate of 8.75% and $650 million of 10-year notes with a interest rate
of 8.125%. Williams will use the proceeds to repay outstanding short-term debt,
provide working capital and for general corporate purposes.

Item 7.    Financial Statements and Exhibits.

           Williams files the following exhibit as part of this report:

           Exhibit 99.1 Copy of Williams' press release dated March 19, 2002,
                        publicly announcing the matters reported herein.

           Pursuant to the requirements of the Securities Exchange Act of 1934,
Williams has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                   THE WILLIAMS COMPANIES, INC.


Date: March 20, 2002               /s/ Suzanne H. Costin
                               -----------------------------------------
                                   Name:   Suzanne H. Costin
                                   Title:  Corporate Secretary


                                       2




                                INDEX TO EXHIBITS



EXHIBIT
NUMBER            DESCRIPTION
- -------           -----------
               
99.1              Copy of Williams' press release dated March 19, 2002, publicly
                  announcing the matters reported herein.



                                       3

EX-99.1

                                                                    EXHIBIT 99.1


                                                                 [WILLIAMS LOGO]

                             [WILLIAMS LETTERHEAD]


NEWS RELEASE


NYSE: WMB


Date:      March 19, 2002


                 WILLIAMS CLOSES TWO-PART $1.5 BILLION DEBT SALE

TULSA, Okla. - Williams (NYSE:WMB) today closed on a two-part debt transaction
of $1.5 billion. The energy infrastructure and marketing company sold the
securities in a private placement as follows:

         o  $850 million of 30-year notes with a interest rate of 8.75%.

         o  $650 million of 10-year notes with a interest rate of 8.125%.

         Williams will use the proceeds to repay outstanding short-term debt,
provide working capital and for general corporate purposes.

ABOUT WILLIAMS (NYSE: WMB)

Williams, through its subsidiaries, connects businesses to energy, delivering
innovative, reliable products and services. Williams information is available at
www.williams.com.

                                       ###

Portions of this document may constitute "forward-looking statements" as defined
by federal law. Although the company believes any such statements are based on
reasonable assumptions, there is no assurance that actual outcomes will not be
materially different. Any such statements are made in reliance on the "safe
harbor" protections provided under the Private Securities Reform Act of 1995.
Additional information about issues that could lead to material changes in
performance is contained in the company's annual reports filed with the
Securities and Exchange Commission.