SC 14D1/A

          SECURITIES AND EXCHANGE COMMISSION
          WASHINGTON, D.C. 20549

          SCHEDULE 14D-1

          (AMENDMENT NO. 6)* (FINAL AMENDMENT)

           TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
           OF THE SECURITIES EXCHANGE ACT OF 1934

           TRANSCO ENERGY COMPANY
           (NAME OF SUBJECT COMPANY)

           THE WILLIAMS COMPANIES, INC.
           (BIDDER)

           COMMON STOCK, PAR VALUE $0.50 PER SHARE
           (INCLUDING THE ATTACHED COMMON SHARE PURCHASE
           RIGHTS)
           (TITLE OF CLASS OF SECURITIES)

           89353210
           (CUSIP NUMBER OF CLASS OF SECURITIES)

           J. FURMAN LEWIS
           SENIOR VICE PRESIDENT AND
            GENERAL COUNSEL
           ONE WILLIAMS CENTER
           TULSA, OKLAHOMA 74172
           (918) 588-2000
           (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
           AUTHORIZED TO
           RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF
           BIDDERS)

           WITH A COPY TO:

           RANDALL H. DOUD, ESQ.
           SKADDEN, ARPS, SLATE, MEAGHER & FLOM
           919 THIRD AVENUE
           NEW YORK, NEW YORK 10022
           TELEPHONE: (212) 735-3000

           CALCULATION OF FILING FEE

          Transaction valuation**         Amount of filing fee***

     _________________________ 
     *    This Amendment also constitutes Amendment No. 6 to the
          Schedule 13D with respect to the Securities of the Subject
          Company filed by the Bidder.

     **   For purposes of calculating the filing fee only.  This
          calculation assumes the purchase of 24,600,000 shares of
          Common Stock, par value $0.50 per share, of Transco Energy
          Company, together with the attached Common Share Purchase
          Rights, at $17.50 net per share (and Right) in cash.

     ***  The amount of the filing fee, calculated in accordance with
          Rule 0-11(d) of the Securities Exchange Act of 1934, as
          amended, equals 1/50th of one percent of the aggregate value
          of cash offered by The Williams Companies, Inc. for such
          number of shares.


               $430,500,000                     $86,100     

     [x]  Check box if any part of the fee is offset as provided by
          Rule 0-11(a)(2) and identify the filing with which the
          offsetting fee was previously paid.  Identify the previous
          filing by registration statement number, or the form or
          schedule and the date of its filing.

   Amount Previously Paid: $86,100           Filing Party: The Williams 
                                                             Companies, Inc.
   Form or Registration No.: Schedule 14D-1. Date Filed:   December 16, 1994


                    This Amendment No. 6 constitutes the final
          amendment to the Tender Offer Statement on Schedule 14D-1
          (the "Schedule 14D-1") dated December 16, 1994, as amended,
          relating to the tender offer by The Williams Companies,
          Inc., a Delaware corporation (the "Purchaser"), to purchase
          up to 24,600,000 of the outstanding shares of common stock,
          par value $0.50 per share (and the attached common share
          purchase rights), of Transco Energy Company, a Delaware
          corporation (the "Company"), at $17.50 per Share, net to the
          seller in cash, upon the terms and subject to the conditions
          set forth in the Offer to Purchase dated December 16, 1994
          and the related Letter of Transmittal.  Unless otherwise
          defined herein, all terms used herein shall have the
          meanings set forth in the Schedule 14D-1.

          Item 6 is hereby amended to add the following:

               Item 6.   Interest in Securities of the Subject Company.

                    The period for the physical delivery of Shares
          tendered pursuant to notices of guaranteed delivery expired
          at 5:00 p.m., New York City time, on Tuesday, January 24,
          1995.  The Depository has informed the Purchaser that, after
          completion of the final count, 35,207,328 Shares were
          validly tendered and not withdrawn prior to the expiration
          of the Offer.  Based on the final count, the Purchaser will
          purchase 69.8718% of the number of Shares accompanying each
          valid tender.  A copy of the press release issued by the
          Purchaser relating to the foregoing is attached as Exhibit
          (a)(14) hereto and is incorporated herein by reference.

               Item 11.  Material to be Filed as Exhibits.

                    (a)(14)   Text of Press Release, dated January 25,
                              1995, issued by The Williams Companies, Inc.


                                    SIGNATURE

                    After due inquiry and to the best of my knowledge
          and belief, I certify that the information set forth in this
          statement is true, complete and correct.

          Dated:  January 25, 1995

                                             THE WILLIAMS COMPANIES, INC.

                                             By: /s/  J. FURMAN LEWIS  
                                                 ---------------------------
                                                 Name:  J. Furman Lewis
                                                 Title: Senior Vice President
                                                          and General Counsel 

EX-99

          For release:                   Jan. 25, 1995

          For more information contact:  Jim Gipson (918) 588-2111 (Media)
                                         Linda Lawson (918) 588-2087 (Investors)

               WILLIAMS ANNOUNCES FINAL PRORATION FOR TENDER OFFER
               FOR TRANSCO ENERGY

               TULSA -- The Williams Companies, Inc. announced
          today the final proration factor in connection with its
          tender offer for Transco Energy Company's common stock. 
          Williams will purchase 69.8718 percent of the shares
          accompanying each valid tender.

               Williams' tender offer, which began December 16 and
          expired at midnight on January 17, was to acquire up to
          24.6 million shares of Transco common stock for $17.50
          per share.  A total of 35,207,328 shares were validly
          tendered and not withdrawn pursuant to the tender offer --
          27,727,276 shares that were physically tendered before
          the expiration date of the tender offer and another
          7,480,052 shares that were delivered pursuant to the
          notice of guaranteed delivery procedures.

               The tender offer will be followed by a stock merger
          in which shares of Transco common stock not purchased
          will be exchanged for 0.625 shares of Williams common
          stock.

               Williams, listed on the NYSE under the symbol WMB,
          owns and operates three interstate pipeline systems,
          major natural gas gathering and processing facilities, a
          telecommunications company that specializes in serving
          businesses and broadcasters, and other companies that
          provide a variety of services to the energy industry.