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 27, 2002
                                                         ----------------



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



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



  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)


                                       1




Item 5.    Other Events.

           On March 27, 2002, The Williams Companies, Inc. (NYSE:WMB) announced
it had closed the sale of $275 million of its 9-7/8 percent cumulative
convertible preferred stock to MEHC Investment, Inc., a wholly owned subsidiary
of MidAmerican Energy Holdings Company, and a member of the Berkshire Hathaway
family of companies.

           MEHC Investment acquired 1,466,667 shares of the security at a
purchase price of $187.50 per share, pursuant to a stock purchase agreement
between the companies. Each share of the security is convertible into 10 shares
of Williams' common stock. The transaction closed immediately following the
closing of Williams' sale of its Kern River interstate gas pipeline business to
MidAmerican today.

Item 7.    Financial Statements and Exhibits.

           Williams files the following exhibit as part of this report:

           Exhibit 99.1    Copy of Williams' press release dated March 27,
                           2002, publicly announcing the matters reported
                           herein.

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


                                          THE WILLIAMS COMPANIES, INC.


Date: March 28, 2002                      /s/ Suzanne H. Costin
                                          --------------------------------
                                          Name:    Suzanne H. Costin
                                          Title:   Corporate Secretary




                                INDEX TO EXHIBITS




EXHIBIT
NUMBER            DESCRIPTION
-------           -----------

               
99.1              Copy of Williams' press release dated March 27, 2002, publicly
                  announcing the matters reported herein.