8-K

                                  UNITED STATES
                       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): November 17, 2005



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


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

     One Williams Center, Tulsa, OK                                 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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[x] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))


ITEM 8.01. OTHER EVENTS.

The Williams Companies, Inc. ("Williams") today commenced an offer (the "Offer")
to pay a cash premium to holders of any and all of up to $299,987,000 aggregate
principal amount of Williams' outstanding 5.50% Junior Subordinated Convertible
Debentures due 2033 (the "Debentures") who elect to convert their Debentures to
shares of Williams' common stock, par value $1.00 per share (the "Common
Stock").

The Offer will expire at 11:59 p.m., New York City time, on December 15, 2005,
unless extended by Williams. Surrendered Debentures may be withdrawn at any time
prior to the expiration date.

The terms and conditions of the Offer are described in the Conversion Offer
Prospectus and Letter of Transmittal, each dated November 17, 2005.

A copy of the press release announcing the same is attached as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a) None
(b) None
(c) Exhibits:
Exhibit 99.1 Copy of press release dated November 17, 2005, publicly reporting
the matters discussed herein, filed pursuant to Item 8.01.


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                                   SIGNATURES

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


                               The Williams Companies, Inc.




November 17, 2005              By: /s/ Brian K. Shore
                                  -------------------------------
                                  Name: Brian K. Shore
                                  Title: Secretary


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                                  Exhibit Index


EXHIBIT NO.    DESCRIPTION
- -----------    -----------
EX-99.1        Press Release dated November 17, 2005

EX-99.1

NEWS RELEASE                                                     (WILLIAMS LOGO)

NYSE:WMB

DATE: Nov. 17, 2005


                WILLIAMS COMMENCES CONVERSION OFFER FOR ITS 5.50%
               JUNIOR SUBORDINATED CONVERTIBLE DEBENTURES DUE 2033

               Action Designed to Reduce Company's Long-Term Debt

         TULSA, Okla. -- Williams (NYSE:WMB) today commenced an offer to pay a
cash premium to holders of any and all of its approximately $300 million
principal amount outstanding 5.50 percent Junior Subordinated Convertible
Debentures due 2033 who elect to convert their debentures to shares of the
company's common stock, $1.00 par value per share subject to the terms of the
offer.

         The offer is scheduled to expire at 11:59 p.m. Eastern on Thursday,
Dec. 15, 2005, unless extended or earlier terminated.

         In addition to the shares of common stock to be issued upon conversion
pursuant to the terms of the debentures, holders who surrender their debentures
on or prior to the expiration date will receive $5.85 in cash per $50 principal
amount of debentures validly surrendered for conversion, plus a cash payment
that is equivalent to the amount of interest that would have accrued and become
payable after Dec. 1, 2005, (which is the last interest payment date prior to
the expiration date) up to but not including the settlement date (collectively,
the conversion consideration).

         Each $50 principal amount of debentures is convertible into 4.5907
shares of common stock, which is equivalent to a conversion price of $10.8916
per share. Diluted earnings per share reported by Williams for the nine months
ended Sept. 30, 2005, included the shares of common stock that would be issued
upon 100 percent acceptance of the offer.

         The offer is being made pursuant to a conversion offer prospectus and
related documents, each dated Nov. 17, 2005. The completion of the offer is
subject to conditions described in the conversion offer documents. Subject to
applicable law, Williams may waive the conditions applicable to the offer or
extend, terminate or otherwise amend the offer.

         The Williams common stock being offered upon conversion of the
debentures may not be sold nor may offers to convert the debentures be accepted
prior to the time that the registration statement relating to the offer becomes
effective.

         This news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the Williams
common stock in any state or other

jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state or other jurisdiction. A registration statement relating to these
securities has been filed with the Securities and Exchange Commission but has
not yet become effective. These securities may not be sold nor may offers to buy
be accepted prior to the time the registration statement becomes effective.

         Williams has retained Lehman Brothers Inc. and Merrill Lynch & Co. to
serve as the dealer managers for the offer and D.F. King & Co., Inc. to serve as
the information agent.

         Parties who are interested in participating in this offer should review
all of the terms and conditions of the offer in the conversion offer prospectus
and related documents.

         Requests for the conversion offer prospectus relating to the offer and
other documents may be directed to D.F. King & Co., Inc. by telephone at (800)
848-2998 or (212) 269-5550.

         Questions regarding the offer may be directed to liability management
groups at Lehman Brothers Inc. at (800) 443-0892 or (212) 526-0111 or at Merrill
Lynch & Co. at (800) 654-8637 or (212) 449-4914.

         The materials related to the offer contain important information that
should be read carefully before any decision is made with respect to the offer.


ABOUT WILLIAMS (NYSE:WMB)

Williams, through its subsidiaries, primarily finds, produces, gathers,
processes and transports natural gas. The company also manages a wholesale power
business. Williams' operations are concentrated in the Pacific Northwest, Rocky
Mountains, Gulf Coast, Southern California and Eastern Seaboard. More
information is available at www.williams.com.

CONTACT:  Kelly Swan
          Williams (media relations)
          (918) 573-6932

          Travis Campbell
          Williams (investor relations)
          (918) 573-2944

          Sharna Reingold
          Williams (investor relations)
          (918) 573-2078

          Richard George
          Williams (investor relations)
          (918) 573-3679


                                      # # #

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.