EXHIBIT 99.3

               LETTER TO REGISTERED HOLDERS AND DTC PARTICIPANTS
                                   REGARDING

                               OFFER TO EXCHANGE

                         9.25% NOTES DUE MARCH 15, 2004
                                       OF
                          THE WILLIAMS COMPANIES, INC.

                          FOR ANY AND ALL OUTSTANDING
                      8.25% SENIOR SECURED NOTES DUE 2004
                                       OF
                    WCG NOTE TRUST AND WCG NOTE CORP., INC.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON           , 2002 UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN
        PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

To Registered Holders and The Depository Trust Company Participants:

     The Williams Companies, Inc., a Delaware corporation (the "Company"), is
offering to exchange, upon the terms and subject to the conditions set forth in
the Prospectus dated [     ], 2002 (the "Prospectus") and the accompanying
Letter of Transmittal (which together with any amendments or supplements thereto
collectively constitute the "Exchange Offer"), up to $1.4 billion aggregate
principal amount of 9.25% Notes due March 15, 2004 of the Company (the "New
Notes") for up to $1.4 billion aggregate principal amount of 8.25% Senior
Secured Notes of WCG Note Trust and WCG Note Corp., Inc. (the "Outstanding
Senior Secured Notes"). As set forth in the Prospectus, the New Notes differ
from the Outstanding Senior Secured Notes in certain material respects.

     Enclosed herewith are copies of the following documents:

          1. Prospectus dated [     ], 2002

          2. Letter of Transmittal for your use and for the information of your
     clients;

          3. Notice of Guaranteed Delivery;

          4. Instruction to Registered Holder or DTC Participant from Beneficial
     Owner; and

          5. Letter which may be sent to your clients for whose account you hold
     registered Outstanding Senior Secured Notes or book-entry interests
     representing Outstanding Senior Secured Notes in your name or in the name
     of your nominee, to accompany the instruction form referred to above, for
     obtaining such client's instruction with regard to the Exchange Offer.

     YOUR PROMPT ACTION IS REQUESTED. PLEASE NOTE THAT THE EXCHANGE OFFER WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON           , 2002, UNLESS EXTENDED.
PLEASE FURNISH COPIES OF THE ENCLOSED MATERIALS TO THOSE OF YOUR CLIENTS FOR
WHOM YOU HOLD OUTSTANDING SENIOR SECURED NOTES REGISTERED IN YOUR NAME OR IN THE
NAME OF YOUR NOMINEE AS QUICKLY AS POSSIBLE.

     To participate in the Exchange Offer, a beneficial holder must either (a)
complete, sign and date the Letter of Transmittal and deliver it to Bank One
Trust Company, National Association (the "Exchange Agent"), at the address set
forth in the Letter of Transmittal, and either (i) deliver to the Exchange Agent
certificates representing the registered Outstanding Senior Secured Notes in
proper form for transfer, or (ii) cause a DTC Participant to make book-entry
delivery of the Outstanding Senior Secured Notes; or (b) cause a DTC Participant
to tender such holder's Outstanding Senior Secured Notes to the Exchange Agent's
account maintained at The Depository Trust Company ("DTC") for the benefit of
the Exchange


Agent through DTC's Automated Tender Offer Program ("ATOP"), including
transmission of a computer-generated message that acknowledges and agrees to be
bound by the terms of the Letter of Transmittal (an "Agent's Message"). By
complying with DTC's ATOP procedures with respect to the Exchange Offer, the DTC
Participant confirms on behalf of itself and the beneficial owners of tendered
Outstanding Senior Secured Notes all provisions of the Letter of Transmittal
applicable to it and such beneficial owners as fully as if it completed,
executed and returned the Letter of Transmittal to the Exchange Agent.

     Holders who wish to tender their Outstanding Senior Secured Notes and (a)
whose Outstanding Senior Secured Notes are not immediately available or (b) who
cannot deliver their Outstanding Senior Secured Notes, the Letter of Transmittal
or an Agent's Message and any other documents required by the Letter of
Transmittal to the Exchange Agent prior to the Expiration Date must tender their
Outstanding Senior Secured Notes according to the guaranteed delivery procedures
set forth under the caption "The Exchange Offer -- Procedures for Tendering
Outstanding Senior Secured Notes" in the Prospectus.

     Pursuant to the Letter of Transmittal, each holder of Outstanding Senior
Secured Notes will make certain representations to the Company. The enclosed
"Instruction to Registered Holder or DTC Participant from Beneficial Owner" form
contains an authorization by the beneficial owners of Outstanding Senior Secured
Notes for you to make such representations.

     The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of Outstanding Senior Secured Notes residing in any
jurisdiction in which the making of the Exchange Offer or acceptance thereof
would not be in compliance with the laws of such jurisdiction. The Exchange
Offer is not conditioned upon any minimum number of Outstanding Senior Secured
Notes being tendered.

     Except for customary fees the Company has agreed to pay the dealer managers
and the Exchange Agent, the Company will not pay any fee or commission to any
broker or dealer or to any other persons in connection with the solicitation of
tenders of Outstanding Senior Secured Notes pursuant to the Exchange Offer. The
Company will pay or cause to be paid any transfer taxes payable on the transfer
of Outstanding Senior Secured Notes to it, except as otherwise provided in
Instruction 9 of the enclosed Letter of Transmittal.

     Additional copies of the enclosed material may be obtained from Bank One
Trust Company, N.A., 1 Bank One Plaza, Mail Code IL1-0134, Chicago, Illinois
60670-0134.

                                          Very truly yours,

                                          THE WILLIAMS COMPANIES, INC.

     NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF THE WILLIAMS COMPANIES, INC. OR BANK ONE TRUST
COMPANY, NATIONAL ASSOCIATION, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR MAKE ANY STATEMENT OR REPRESENTATION ON THEIR BEHALF IN CONNECTION
WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.

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