EXHIBIT (a)(3)


First M Last
Add1
Add2
Add3
City, ST  Zip



                          THE WILLIAMS COMPANIES, INC.

                                OFFER TO EXCHANGE
                  OUTSTANDING OPTIONS TO PURCHASE COMMON STOCK


                                  ELECTION FORM

This Election Form ("Election Form") relates to the offer (the "Offer") by The
Williams Companies, Inc. ("Williams") described in the Offer to Exchange dated
May 27, 2003 (the "Offer to Exchange") distributed or made available to eligible
employees of Williams. To participate in the Offer and tender your Eligible
Options (as detailed below) for exchange, you must properly complete, sign, date
and deliver to Williams this Election Form pursuant to the Instructions
accompanying this Election Form, by no later than the expiration of the Offer.
The Offer will expire at 4:00 p.m. Central Time on June 25, 2003, unless
extended.

If Williams receives one or more Election Forms and one or more Notice of
Withdrawal Forms signed by you, Williams will give effect to the form bearing
the latest date and, if two forms bear the same date, then the form received
last.

The following table lists your outstanding, unexercised options that, as of May
16, 2003, are eligible for exchange pursuant to the Offer (the "Eligible
Options"). If you participate in the Offer and tender your Eligible Options, all
of the Eligible Options will be cancelled and replacement options will be
granted at least six months and one day after the cancellation of the Eligible
Options, in accordance with and subject to the terms and conditions described in
the Offer to Exchange.

Questions may be directed to the Human Resources Service Center at (800)
320-8040 or (918) 573-5400.

GRANT DATE        GRANT PRICE       GRANT TYPE          ELIGIBLE OPTIONS






Acknowledgement and Signature:

By properly completing, signing and dating this Election Form and delivering it
to Williams pursuant to the Instructions accompanying this Election Form, I
voluntarily elect to tender for exchange all of my Eligible Options and
participate in and agree to all of the terms of the Offer, as described in the
Offer to Exchange. Furthermore, by signing and dating this Election Form, I
acknowledge that I have received all documents provided to me in regard to the
Offer, including the Offer to Exchange.



------------------------------------       -------------------------------------
Signature                                  Date

Name:                                      Social Security Number: