Exhibit 8.1

                        [Letterhead of White & Case LLP]




                                                               October 8, 2004


The Williams Companies, Inc.
One Williams Center
Tulsa, OK  74172

     Re: Form S-4 Registration Statement of the Williams Companies, Inc.


Dear Ladies and Gentlemen:


     Reference is made to The Williams Companies, Inc. Amendment No. 1 to Form
S-4 Registration Statement, dated October 8, 2004 (the "Registration
Statement"). We have functioned as special tax counsel to The Williams
Companies, Inc. with respect to the transactions described in the Registration
Statement.


     The section entitled "Material U.S. Federal Income Tax Consequences" in the
Registration Statement, to the extent that it constitutes a description of the
tax laws and regulations of the United States, of any of its agencies,
authorities or other government or quasi-governmental bodies, or documents or
proceedings or conclusions of U.S. law, sets forth our opinion regarding the tax
consequences of the exchange offer.

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the Prospectus included in the
Registration Statement. We also consent to the reference to our firm under the
heading "Legal Matters" in the Registration Statement. In giving this consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Commission.

                                                     Very truly yours,

                                                     /s/ White & Case LLP