EXHIBIT 8.1

                            [WHITE & CASE LETTERHEAD]



                                  April 4, 2002


The Williams Companies, Inc.
One Williams Center
Tulsa, OK 74172



Dear Sirs:

         Reference is made to The Williams Companies, Inc. Form S-4 Registration
Statement, dated April 3, 2002 (the "Registration Statement"). We have
functioned as special tax counsel to The Williams Companies, Inc. with respect
to the transactions described in the Registration Statement.

         We are pleased to advise you that, in our opinion, the statements under
the caption "United States Federal Income Tax Consequences" in the Registration
Statement, to the extent that they constitute a description of the tax laws and
regulations of the United States, of any of its agencies, authorities or other
government or quasi-governmental bodies, or documents or proceedings or
conclusions of United States law, are correct in all material respects.

                                       Very truly yours,

                                       /s/ WHITE & CASE LLP