FILED PURSUANT TO RULE 424(b)(3) and (c)
                                                     REGISTRATION NO. 333-106504

PROSPECTUS SUPPLEMENT

(TO PROSPECTUS DATED JULY 23, 2003)

                                  $300,000,000

                          THE WILLIAMS COMPANIES, INC.
           5.50% JUNIOR SUBORDINATED CONVERTIBLE DEBENTURES DUE 2033
                 AND THE COMMON SHARES ISSUABLE UPON CONVERSION
                         OF THE CONVERTIBLE DEBENTURES

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     This prospectus supplement relates to the resale by the holders of 5.50%
Junior Subordinated Convertible Debentures due 2033 of The Williams Companies,
Inc. and the shares of common stock issuable upon the conversion of the
convertible debentures.

     This prospectus supplement should be read in conjunction with the
prospectus dated July 23, 2003, which is to be delivered with this prospectus
supplement. This prospectus supplement is not complete without, and may not be
delivered or utilized except in connection with, the prospectus, including any
amendment or supplement thereto. The terms of the convertible debentures are set
forth in the prospectus.

     The information in the table appearing under the heading "Selling
Securityholders" in the prospectus is supplemented by the information appearing
in the table below. The information below was furnished to us by the selling
securityholders listed below on or before October 23, 2003:



                                                                                                  PERCENT OF
                                                              PRINCIPAL AMOUNT    NUMBER OF       SHARES OF
                                                               OF CONVERTIBLE     SHARES OF      COMMON STOCK
NAME                                                           DEBENTURES(1)     COMMON STOCK   OUTSTANDING(2)
- ----                                                          ----------------   ------------   --------------
                                                                   (IN $)
                                                                                       
Jersey (IMA) Ltd. ..........................................   $1,250,000.00      114,767.50         0.02%
LibertyView Funds L.P. .....................................   $1,250,000.00      114,767.50         0.02%
Aviator Fund Management, L.P. ..............................   $1,500,000.00      137,721.00         0.03%


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(1) Represents the aggregate principal dollar amount of convertible debentures
    at issuance.

(2) Calculated in accordance with Rule 13d-3(d)(i) of the Exchange Act, using
    518,171,646 common shares outstanding as of October 23, 2003. In calculating
    this amount, we treated as outstanding the number of common shares issuable
    upon conversion of all of that holder's convertible debentures while
    assuming that no other holder of convertible debentures converted.

     INVESTING IN THE CONVERTIBLE DEBENTURES INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 4 OF THE PROSPECTUS.

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     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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           The date of this prospectus supplement is October 23, 2003