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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) - March 8, 2002


                          THE WILLIAMS COMPANIES, INC.
                (Name of Registrant as specified in its charter)



       DELAWARE                           1-4174                 73-0569878
(State or other jurisdiction       (Commission File Number)    (I.R.S. Employer
of incorporation or organization)                            Identification No.)



                               ONE WILLIAMS CENTER
                              TULSA, OKLAHOMA 74172
                                 (918) 573-2000
               (Address, including zip code, and telephone number,
       including area code, of Registrant's principal executive offices)



                                       N/A
         (Former name or former address, if changed since last report.)




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ITEM 5.    OTHER EVENTS

     On March 8, 2002, The Williams Companies, Inc. (NYSE: WMB) reported that
it is pursuing the sale of Williams Pipe Line to Williams Energy Partners L.P.
(NYSE: WEG) for at least $900 million. The sale is expected to close before the
end of the second quarter.

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

           (c)    Exhibits

                  99.1   Copy of Williams' press release dated March 8, 2002,
                         publicly announcing the matters reported herein.







                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                THE WILLIAMS COMPANIES, INC.

Date:  March 8, 2002
                                By: /s/ WILLIAM G. von GLAHN
                                  ---------------------------------------
                                Name: William G. von Glahn
                                Title: Senior Vice President and General Counsel





                                INDEX TO EXHIBITS



     99.1    Copy of Williams' press release dated March 8, 2002, publicly
             announcing the matters reported herein.

                                                                    EXHIBIT 99.1

[WILLIAMS ENERGY PARTNERS L.P. LOGO]

NEWS RELEASE

NYSE: WMB and WEG

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DATE:      March 8, 2002

CONTACT:   Kelly Swan                   Rick Rodekohr                  Paula Farrell
           Media Relations WEG          Investor Relations WMB         Investor Relations WEG
           (918) 573-6932               (918) 573-2087                 (918) 573-9233
           kelly.swan@williams.com      rick.rodekohr@williams.com     paula.farrell@williams.com



              WILLIAMS INITIATES SALE OF MIDWEST PETROLEUM PIPELINE

         TULSA, Okla. - Williams (NYSE:WMB) announced today that it is pursuing
the sale of Williams Pipe Line to Williams Energy Partners L.P. (NYSE:WEG) for
at least $900 million. The sale is expected to occur before the end of the
second quarter.

         Steve Malcolm, Williams president and CEO, commented, "This is
decidedly attractive to Williams. It will add immediate cash, strengthen our
balance sheet and allow us to continue to share in the profitability of the
pipeline because of our general and limited partner interests in Williams Energy
Partners."

         Williams Pipe Line, a wholly owned subsidiary of Williams, is comprised
of 6,747 miles of active pipe that delivers petroleum products to 11 Midwestern
states. Last year, the system transported approximately 260 million barrels.

         Thirty-nine storage and distribution terminals connected to Williams
Pipe Line are included in the purchase. The facilities have an aggregate storage
capacity of 26.5 million barrels.

         Phil Wright, president of the general partner, said, "This pipeline
would give our unitholders a premier refined products system that is expected to
be nicely accretive to cash flow once we finalize the purchase price."

         Williams (NYSE:WMB) originally purchased the pipeline from Great Lakes
Pipe Line Company in 1966 for $287.6 million.

ABOUT WILLIAMS (NYSE: WMB)

Williams, through its subsidiaries, connects businesses to energy, delivering
innovative, reliable products and services. Williams information is available at
www.williams.com.

                                      MORE









PAGE 2/2 WILLIAMS INITIATES SALE OF MIDWEST PETROLEUM PIPELINE


ABOUT WILLIAMS ENERGY PARTNERS L.P.

Williams Energy Partners L.P. was formed to own, operate and acquire a
diversified portfolio of energy assets. The partnership is engaged principally
in the storage, transportation and distribution of refined petroleum products
and ammonia. The general partner of WEG is a unit of Williams (NYSE:WMB), which
specializes in a broad array of energy-related services, including energy
marketing and trading and natural gas pipeline transportation.

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Portions of this document may constitute "forward-looking statements" for both
Williams and Williams Energy Partners as defined by federal law. Although the
organizations believe any such statements are based on reasonable assumptions,
there is no assurance that actual outcomes will not be materially different. Any
such statements are made in reliance on the "safe harbor" protections provided
under the Private Securities Reform Act of 1995. Such statements are subject to
certain risks, uncertainties and assumptions. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
projected. Examples of such risk factors are set forth in both organizations'
latest Form 10-K filed with the Securities and Exchange Commission.