EXHIBIT 99.2

                                                                 [WILLIAMS LOGO]
NEWS RELEASE

NYSE: WMB

--------------------------------------------------------------------------------

                                                                       
DATE:      Feb. 20, 2003

CONTACT:   Kelly Swan                      Travis Campbell                   Richard George
           Williams (media relations)      Williams (investor relations)     Williams (investor relations)
           (918) 573-6932                  (918) 573-2944                    (918) 573-3679
           kelly.swan@williams.com         travis.campbell@williams.com      richard.george@williams.com




               WILLIAMS REACHES AGREEMENT TO SELL ETHANOL BUSINESS
                        TRANSACTION TO YIELD $75 MILLION

         TULSA, Okla. - Williams (NYSE:WMB) announced today that it has signed a
definitive agreement to sell its equity interest in Williams Bio-Energy L.L.C.
for approximately $75 million to a new company formed by Morgan Stanley Capital
Partners.

         Williams Bio-Energy owns and operates an ethanol production plant in
Pekin, Ill., holds a 78.4 percent interest in another plant in Aurora, Neb., and
has various agreements to market ethanol from third-party plants. The Pekin and
Aurora facilities produce about 135 million gallons of ethanol per year.

         Steve Malcolm, chairman, president and chief executive officer, said,
"We're continuing to raise cash, reduce working capital requirements and reshape
our company around natural gas. Every divestiture and every new dollar is a
building block toward putting us in a better position to meet our future
obligations."

         The sale is projected to close in the second quarter, subject to
completion of necessary closing conditions and Hart-Scott-Rodino review. Based
on the terms of the sale, Williams expects to record an additional pre-tax loss
in the fourth quarter of approximately $51 million.

         Roughly 240 Williams employees support the ethanol operations. Williams
originally acquired the Pekin plant in 1995. Ethanol is a domestic, renewable
fuel that is used as a high-quality octane enhancer.

         Banc of America Securities LLC acted as financial advisor to Williams
in connection with this transaction.




ABOUT WILLIAMS (NYSE: WMB)

Williams, through its subsidiaries, primarily finds, produces, gathers,
processes and transports natural gas. Williams' gas wells, pipelines and
midstream facilities are concentrated in the Northwest, Rocky Mountains, Gulf
Coast and Eastern Seaboard. More information is available at www.williams.com.

ABOUT MORGAN STANLEY CAPITAL PARTNERS (NYSE: MWD)

Morgan Stanley Capital Partners is the private equity business of Morgan
Stanley. Since its founding 18 years ago, Morgan Stanley Capital Partners has
invested over $7 billion of capital across a broad range of sectors including
industrials, healthcare, financial services, consumer products,
media/communications and energy. For more information, please visit
www.morganstanley.com/privateequity.

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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.