*		Estimated solely for the purpose of determining the registration fee. The amount assumes the conversion of all outstanding 5.50% Junior Subordinated Convertible Debentures due 2033.
**		The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934 and equals $117.70 for each $1,000,000 of the value of the transaction.
þ		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.

 

TABLE OF CONTENTS

	Item 1. Summary Term Sheet.
	Item 2. Subject Company Information.
	Item 3. Identity and Background of Filing Person.
	Item 4. Terms of the Transaction.
	Item 5. Past Contacts, Transactions, Negotiations and Agreements.
	Item 6. Purposes of the Transaction and Plans or Proposals.
	Item 7. Source and Amount of Funds or Other Consideration.
	Item 8. Interest in the Securities of the Subject Company.
	Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
	Item 10. Financial Statements.
	Item 11. Additional Information.
	Item 12. Exhibits.
	Item 13. Information Required by Schedule 13E-3.
SIGNATURES
EX-99.A.1.III: LETTER TO BROKERS
EX-99.A.1.IV: LETTER TO CLIENTS

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THE WILLIAMS COMPANIES, INC.

Offer to Pay a Cash Premium Upon Conversion of

$299,987,000 Principal Amount Outstanding of

5.50% Junior Subordinated Convertible Debentures due 2033

to Shares of Common Stock

CUSIP Nos. 969457845 and 969457852

Dated November 17, 2005

November 17, 2005

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

      Enclosed for your consideration is a Conversion Offer Prospectus, dated November 17, 2005 (as the same may be amended or supplemented from time to time, the “Conversion Offer Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal” and, together with the Conversion Offer Prospectus, the “Offer”), relating to the offer by The Williams Companies, Inc., a Delaware corporation (the “Company”), to pay a cash premium, upon the conversion of any and all of its $299,987,000 principal amount outstanding 5.50% Junior Subordinated Convertible Debentures due 2033 (the “Debentures”, and holders of the Debentures are referred to herein as “Holders”) to shares of Williams’ common stock, $1.00 par value per share (“Common Stock”). Capitalized terms used herein and not defined herein shall have the meanings given to them in the Conversion Offer Prospectus.

      The consideration offered for Debentures converted pursuant to the Offer shall be an amount, payable in cash, equal to $5.85 per $50 principal amount of Debentures validly surrendered for conversion, plus an amount equivalent to the interest accrued thereon from and after the last interest payment date prior to the Expiration Date, which interest payment date will be December 1, 2005, up to, but not including, the Settlement Date (the “Conversion Consideration”). Although under the terms of the Debentures, the Company is not obligated to pay interest for a partial interest period on Debentures converted during that period, the Conversion Consideration includes an amount that is equivalent to the amount of interest that would have accrued and become payable after the last interest payment date prior to the Expiration Date, which interest payment date is December 1, 2005, up to, but not including, the Settlement Date had the Debentures provided for payments of such amounts as interest. Holders that validly surrender their Debentures for conversion will receive the Conversion Consideration in addition to the shares of Common Stock issuable upon conversion pursuant to the conversion terms of the Debentures. Each $50 principal amount of the Debentures is convertible into 4.5907 shares of Common Stock, which is equivalent to a conversion price of $10.8916 per share. The Company is not required to issue fractional shares of Common Stock upon conversion of the Debentures. Instead, the Company will pay a cash adjustment based upon the last reported sale price of the Common Stock on the Expiration Date. The “Settlement Date” in respect of any Debentures that are validly surrendered for conversion is expected to be promptly following the Expiration Date. Holders surrendering their Debentures for conversion after 11:59 p.m., New York City time, on the Expiration Date will not be eligible to receive the Conversion Consideration.

      Notwithstanding any other provision of the Offer, the Company’s obligations to accept Debentures surrendered for conversion and to pay the related Conversion Consideration is subject to, and conditioned upon, the satisfaction of or,

where applicable, the Company’s waiver of, the conditions to the Offer as set forth in the Conversion Offer Prospectus under the caption “Terms of the Offer — Conditions to the Offer.”

      For your information and for forwarding to your clients for whom you hold Debentures registered in your name or in the name of your nominee, we are enclosing the following documents:

      DTC participants must surrender Debentures for conversion through the DTC Automated Tender Offer Program.

      WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE IN ORDER TO OBTAIN THEIR INSTRUCTIONS.

      The Company will not pay any fees or commission to any broker or dealer or other person (other than the Dealer Managers) for soliciting conversion of Debentures pursuant to the Offer. You will be reimbursed for customary mailing and handling expenses incurred by you in forwarding the enclosed materials to your clients.

      Any inquiries you may have with respect to the Offer should be addressed to Lehman Brothers, Inc. or Merrill, Lynch, Pierce, Fenner & Smith Incorporated, the Dealer Managers for the Offer, at the telephone numbers set forth below. Additional copies of the enclosed material may be obtained from D.F. King & Co., Inc., the Information Agent, at (212) 269-5550 (collect) or (800) 848-2998 (toll free) or at the address set forth on the back cover of the Conversion Offer Prospectus.

      NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF THE COMPANY, THE DEALER MANAGERS, THE INFORMATION AGENT OR THE CONVERSION AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

      The Offer is not being made to (nor will Debentures surrendered for conversion be accepted from or on behalf of) Holders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction.

      IMPORTANT: The Agent’s Message, together with a conformation of book-entry transfer and all other required documents, must be received by the Conversion Agent at or prior to 11:59 p.m., New York City time, on the Expiration Date in order for Holders to receive the Conversion Consideration.

THE WILLIAMS COMPANIES, INC.

Offer to Pay a Cash Premium Upon Conversion of

$299,987,000 Principal Amount Outstanding of

5.50% Junior Subordinated Convertible Debentures due 2033

to Shares of Common Stock

CUSIP Nos. 969457845 and 969457852

Dated November 17, 2005

November 17, 2005

To Our Clients:

      Enclosed for your consideration is a Conversion Offer Prospectus, dated November 17, 2005 (as the same may be amended from time to time, the “Conversion Offer Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal” and, together with the Conversion Offer Prospectus, the “Offer”) relating to the offer by The Williams Companies, Inc., a Delaware corporation (the “Company”), to pay a cash premium upon the conversion of any and all of its $299,987,000 principal amount outstanding 5.50% Junior Subordinated Convertible Debentures due 2033 (the “Debentures”, and holders of the Debentures are referred to herein as “Holders”) to shares of Williams’ common stock, $1.00 par value per share (“Common Stock”). Capitalized terms used but not defined herein shall have the meanings given to them in the Conversion Offer Prospectus.

      The consideration offered for Debentures converted pursuant to the Offer shall be an amount, payable in cash, equal to $5.85 per $50 principal amount of Debentures validly surrendered for conversion, plus an amount equivalent to the interest accrued thereon from and after the last interest payment date prior to the Expiration Date, which interest payment date will be December 1, 2005, up to, but not including the Settlement Date (the “Conversion Consideration”). Although under the terms of the Debentures, the Company is not obligated to pay interest for a partial interest period on Debentures converted during that period, the Conversion Consideration includes an amount that is equivalent to the amount of interest that would have accrued and become payable after the last interest payment date prior to the Expiration Date, which interest payment date is December 1, 2005, up to the Expiration Date had the Debentures provided for payments of such amounts as interest. Holders that validly surrender their Debentures for conversion will receive the Conversion Consideration in addition to the shares of Common Stock issuable upon conversion pursuant to the conversion terms of the Debentures. Each $50 principal amount of the Debentures is convertible into 4.5907 shares of Common Stock, which is equivalent to a conversion price of $10.8916 per share. The Company is not required to issue fractional shares of Common Stock upon conversion of the Debentures. Instead, the Company will pay a cash adjustment based upon the last reported sale price of the Common Stock on the Expiration Date. The “Settlement Date” in respect of any Debentures that are validly surrendered for conversion is expected to be promptly following the Expiration Date. Holders surrendering their Debentures for conversion after 11:59 p.m., New York City time, on the Expiration Date will not be eligible to receive the Conversion Consideration.

      The materials relating to the Offer are being forwarded to you as the beneficial owner of Debentures carried by us for your account or benefit but not registered in your name. Any surrender of Debentures for conversion may only be made by us as the registered Holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of

Debentures registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered Holder promptly if they wish to surrender Debentures for conversion pursuant to the Offer.

      Accordingly, we request instructions as to whether you wish us to surrender your Debentures for conversion with respect to any or all of the Debentures held by us for your account. Please so instruct us by completing, executing and returning to us the instruction form set forth below. If you authorize us to surrender your Debentures for conversion, all such Debentures will be surrendered, unless otherwise specified below. We urge you to read carefully the Conversion Offer Prospectus and the Letter of Transmittal and the other materials provided herewith before instructing us to surrender your Debentures for conversion.

      Your instructions should be forwarded to us sufficiently in advance of the Expiration Date to permit us to surrender your Debentures on your behalf and to ensure receipt by the Conversion Agent of the Letter of Transmittal and other required documents by the Expiration Date. The Offer will expire at 11:59 p.m., New York City time, on Thursday, December 15, 2005, unless extended or earlier terminated. Holders must surrender their Debentures for conversion prior to 11:59 p.m., New York City time, on the Expiration Date to receive the Conversion Consideration.

      Debentures surrendered for conversion may be validly withdrawn at any time up until 11:59 p.m., New York City time, on the Expiration Date. In addition, Debentures surrendered for conversion may be validly withdrawn if the Offer is terminated without payment of any Conversion Consideration thereunder. In the event of a termination of the Offer, the Debentures surrendered for conversion pursuant to the Offer will be promptly returned to the surrendering Holders.

      Your attention is directed to the following:

      IMPORTANT: The Agent’s Message, together with a confirmation of book-entry transfer conversion and all other required documents must be received by the Conversion Agent at or prior to 11:59 p.m., New York City time, on the Expiration Date in order for Holders to receive the Conversion Consideration.

INSTRUCTIONS

      The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Offer of the Company with respect to its Debentures.*