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UNITED STATES
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):		February 26, 2009

The Williams Companies, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-4174	73-0569878
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One Williams Center, Tulsa, Oklahoma		74172
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code:		918-573-2000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 8.01 Other Events.

On February 26, 2009, The Williams Companies, Inc. (the "Company") announced that it was initiating a private debt issuance to certain institutional investors. The Company intends to use the net proceeds from the offering for general corporate purposes, including enhancing the company’s liquidity position and the funding of capital expenditures. A copy of the Company’s press release announcing the same is attached as Exhibit 99.1 hereto.

Later on February 26, 2009, the Company also announced that it had priced the $600 million private offering of senior notes due 2020. The notes, which were offered to certain institutional investors, were priced with a 8.75 percent coupon and at 99.159 percent to par, with a yield to investors of 8.875 percent. A copy of the Company’s press release announcing the same is attached as Exhibit 99.2 hereto.

Item 9.01 Financial Statements and Exhibits.

(a) None
(b) None
(c) None
(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit 99.1 Press release publicly announcing that the Company was initiating a private debt issuance to certain institutional investors.
Exhibit 99.2 Press release publicly announcing that the Company had priced the $600 million private offering of senior notes due 2020.

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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.
March 3, 2009		By:		William H. Gault
				Name: William H. Gault
				Title: Assistant Secretary

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Exhibit Index

Exhibit No.		Description
99.1		Press release dated February 26, 2009, publicly announcing that the Company was initiating a private debt issuance to certain institutional investors.
99.2		Press release dated February 26, 2009, publicly announcing that the Company had priced the $600 million private offering of senior notes due 2020.

Exhibit 99.1

Williams Initiates Private Debt Issuance

TULSA, Okla. – Williams (NYSE: WMB) announced today it is initiating a private debt issuance to certain institutional investors.

Williams intends to use the net proceeds from the offering for general corporate purposes, including enhancing the company’s liquidity position and the funding of capital expenditures.

The notes to be offered have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy such notes and is issued pursuant to Rule 135c under the Securities Act of 1933.

About Williams (NYSE: WMB)
Williams, through its subsidiaries, finds, produces, gathers, processes and transports natural gas.  Williams’ operations are concentrated in the Pacific Northwest, Rocky Mountains, Gulf Coast, and Eastern Seaboard. More information is available at http://www.williams.com. Go to http://www.b2i.us/irpass.asp?BzID=630&to=ea&s=0 to join our e-mail list.

# # #

Portions of this document may constitute “forward-looking statements” as defined by federal law. Although the company believes 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. Additional information about issues that could lead to material changes in performance is contained in the company’s annual reports filed with the Securities and Exchange Commission.

Exhibit 99.2

Williams Prices Private Debt Issuance

TULSA, Okla. – Williams (NYSE: WMB) announced that it has priced a $600 million offering of senior notes due 2020. The notes, which were offered to certain institutional investors, are scheduled to be delivered on March 5.   They were priced with an 8.75 percent coupon and at 99.159 percent to par, with a yield to investors of 8.875 percent.

Williams intends to use the net proceeds from the offering for general corporate purposes, including enhancing the company’s liquidity position and the funding of capital expenditures.

The notes to be offered have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy such notes and is issued pursuant to Rule 135c under the Securities Act of 1933.

About Williams (NYSE: WMB)
Williams, through its subsidiaries, finds, produces, gathers, processes and transports natural gas.  Williams’ operations are concentrated in the Pacific Northwest, Rocky Mountains, Gulf Coast, and Eastern Seaboard. More information is available at http://www.williams.com. Go to http://www.b2i.us/irpass.asp?BzID=630&to=ea&s=0 to join our e-mail list.

# # #

Portions of this document may constitute “forward-looking statements” as defined by federal law. Although the company believes 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. Additional information about issues that could lead to material changes in performance is contained in the company’s annual reports filed with the Securities and Exchange Commission.