<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
THE WILLIAMS COMPANIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<C> <C>
DELAWARE 73-0569878
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(918) 588-2000
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)
---------------------
WILLIAM G. VON GLAHN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
THE WILLIAMS COMPANIES, INC.
ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(918) 588-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------
COPY TO:
KEITH L. KEARNEY, ESQ.
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
---------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration
Statement Number 333-35099
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT PRICE(1) FEE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities; Preferred
Stock, $1 par value........... (2) (2) $40,000,000 $12,121.21
=================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee. Amount
represents an increase in the proposed maximum aggregate offering price of
20 percent of the amount of registered securities remaining under
registration statement number 333-35099.
(2) Not applicable pursuant to Form S-3 General Instruction II(D) under the
Securities Act of 1933.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to certain unsold
securities registered under Registration Statement Nos. 33-47061 and 33-49835.
================================================================================
<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-3 is filed by The Williams Companies,
Inc., a Delaware corporation, (the "Company"), pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"). The information in the
Registration Statement on Form S-3, and its amendments thereto, previously filed
by the Company with the Securities and Exchange Commission (File No. 333-35099)
pursuant to the Act is incorporated by reference into this Registration
Statement.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
5 -- Opinion and consent of counsel of the Company, relating
to the validity of the Securities.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of counsel (contained in Exhibit 5).
24.1 -- Power of Attorney.
24.2 -- Certified copy of resolution authorizing signatures
pursuant to power of attorney.
</TABLE>
II-1
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Tulsa and State of Oklahoma on the 11th day of
February, 1998.
THE WILLIAMS COMPANIES, INC.
(Registrant)
By: /s/ SHAWNA L. BARNARD
-----------------------------------------
Shawna L. Barnard
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ KEITH E. BAILEY Chairman of the Board &
- ----------------------------------------------------- President (principal
Keith E. Bailey* executive officer)
/s/ JACK D. MCCARTHY Senior Vice President,
- ----------------------------------------------------- Treasurer & Assistant
Jack D. McCarthy* Secretary (principal
financial officer)
/s/ GARY R. BELITZ Controller (principal
- ----------------------------------------------------- accounting officer)
Gary R. Belitz*
/s/ GLENN A. COX Director February 11, 1998
- -----------------------------------------------------
Glenn A. Cox
/s/ THOMAS H. CRUIKSHANK Director
- -----------------------------------------------------
Thomas H. Cruikshank
/s/ WILLIAM E. GREEN Director
- -----------------------------------------------------
William E. Green
/s/ PATRICIA L. HIGGINS Director
- -----------------------------------------------------
Patricia L. Higgins
/s/ W. R. HOWELL Director
- -----------------------------------------------------
W. R. Howell
/s/ ROBERT J. LAFORTUNE Director
- -----------------------------------------------------
Robert J. Lafortune
/s/ JAMES C. LEWIS Director
- -----------------------------------------------------
James C. Lewis
</TABLE>
II-2
<PAGE> 5
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JACK A. MACALLISTER Director
- -----------------------------------------------------
Jack A. MacAllister
/s/ PETER C. MEINIG Director
- -----------------------------------------------------
Peter C. Meinig
/s/ KAY A. ORR Director February 11, 1998
- -----------------------------------------------------
Kay A. Orr
/s/ GORDON R. PARKER Director
- -----------------------------------------------------
Gordon R. Parker
/s/ JOSEPH H. WILLIAMS Director
- -----------------------------------------------------
Joseph H. Williams
*By /s/ SHAWNA L. BARNARD
- -----------------------------------------------------
Shawna L. Barnard
Attorney-in-Fact
</TABLE>
II-3
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
5 -- Opinion and consent of counsel of the Company, relating
to the validity of the Securities.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of counsel (contained in Exhibit 5).
24.1 -- Power of Attorney.
24.2 -- Certified copy of resolution authorizing signatures
pursuant to power of attorney.
</TABLE>
<PAGE> 1
EXHIBIT 5
February 11, 1998
The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172
Gentlemen:
You have requested me, as General Counsel of The Williams Companies,
Inc., to render my opinion regarding certain matters in connection with the
preparation and filing of a registration statement by The Williams Companies,
Inc. (the "Company") on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, with respect to $40,000,000 initial
offering price of additional debt securities ("Securities") pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The Securities are to be
issued from time to time as senior indebtedness of the Company under an
indenture between the Company and The First National Bank of Chicago, as
trustee (the "Indenture").
I am familiar with the Certificate of Incorporation and the By-laws,
each as amended to date, of the Company and have examined the originals, or
copies certified or otherwise identified to my satisfaction, of corporate
records of the Company, statutes and other instruments and documents as the
basis for the opinion expressed herein. In addition, I am, or someone under my
supervision is, familiar with the forms of the Indenture and the Securities.
Based upon the foregoing, and having regard for such legal
considerations as I have deemed relevant, I am of the opinion that, when the
Securities have been duly authorized by the Board of Directors of the Company,
the Indenture has been duly executed and delivered and the Securities have been
duly issued in accordance with the provisions of the Indenture and duly paid
for by the purchasers thereof, all required corporate action will have been
taken with respect to the issuance and sale of the Securities, and the
Securities will have been validly issued and will constitute valid and binding
obligations of the Company enforceable in accordance with their terms, except
as enforceability may be limited by bankruptcy, insolvency, reorganization or
other laws relative to or affecting generally the enforcement of
<PAGE> 2
The Williams Companies, Inc.
Page 2
creditor's rights and by principles of equity.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the undersigned appearing under
the caption "Legal Matters" in the related Prospectus.
Very truly yours,
/s/ WILLIAM G. VON GLAHN
William G. von Glahn
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-3 No. 333-_____) of The Williams Companies, Inc. for the registration
of $40 million of debt securities and/or preferred stock of our report dated
February 10, 1997, with respect to the consolidated financial statements and
schedule of The Williams Companies, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1996, filed with the Securities and
Exchange Commission. We also consent to the reference to our firm under the
caption "Experts" in the Registration Statement (Form S-3 No. 333-35099),
incorporated by reference in this Registration Statement (Form S-3 No.
333-_____).
Ernst & Young LLP
Tulsa, Oklahoma
February 9, 1998
<PAGE> 1
EXHIBIT 24.1
THE WILLIAMS COMPANIES, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
individuals, in their capacity as a director or officer, or both, as hereinafter
set forth below their signature, of THE WILLIAMS COMPANIES, INC., a Delaware
corporation ("Williams"), does hereby constitute and appoint WILLIAM G. von
GLAHN, DAVID M. HIGBEE and SHAWNA L. BARNARD their true and lawful attorneys and
each of them (with full power to act without the others) their true and lawful
attorneys for them and in their name and in their capacity as a director or
officer, or both, of Williams, as hereinafter set forth below their signature,
to sign a registration statement on Form S-3 for the registration of debt
securities of Williams with an initial aggregate offering price not to exceed
four hundred million dollars ($400,000,000), and any and all amendments to said
registration statement and any and all instruments necessary or incidental in
connection therewith; and
THAT the undersigned Williams does hereby constitute and
appoint WILLIAM G. von GLAHN, DAVID M. HIGBEE and SHAWNA L. BARNARD its true and
lawful attorneys and each of them (with full power to act without the others)
its true and lawful attorney for it and in its name and on its behalf to sign
said registration statement and any and all amendments thereto and any and all
instruments necessary or incidental in connection therewith.
Each of said attorneys shall have full power of substitution
and resubstitution, and said attorneys or any of them or any substitute
appointed by any of them hereunder shall have full power and authority to do and
perform in the name and on behalf of each of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully to all intents and purposes as each of the undersigned might
or could do in person, the undersigned hereby ratifying and approving the acts
of said attorneys or any of them or of any such substitute pursuant hereto.
IN WITNESS WHEREOF, the undersigned have executed this
instrument, all as of the 25th day of January, 1998.
/s/ KEITH E. BAILEY /s/ JACK D. MCCARTHY
- --------------------------------- -----------------------------------
Keith E. Bailey Jack D. McCarthy
Chairman of the Board, Senior Vice President
President and (Principal Financial Officer)
Chief Executive Officer
(Principal Executive Officer)
/s/ GARY R. BELITZ
---------------------------------
Gary R. Belitz
Controller
(Principal Accounting Officer)
<PAGE> 2
/s/ GLENN A. COX /s/ THOMAS H. CRUIKSHANK
- --------------------------------- -----------------------------------
Glenn A. Cox Thomas H. Cruikshank
Director Director
/s/ WILLIAM E. GREEN /s/ PATRICIA L. HIGGINS
- --------------------------------- -----------------------------------
William E. Green Patricia L. Higgins
Director Director
/s/ W.R. HOWELL /s/ ROBERT J. LAFORTUNE
- --------------------------------- -----------------------------------
W.R. Howell Robert J. LaFortune
Director Director
/s/ JAMES C. LEWIS /s/ JACK A. MACALLISTER
- --------------------------------- -----------------------------------
James C. Lewis Jack A. MacAllister
Director Director
/s/ PETER C. MEINIG /s/ KAY A. ORR
- --------------------------------- -----------------------------------
Peter C. Meinig Kay A. Orr
Director Director
/s/ GORDON R. PARKER /s/ JOSEPH H. WILLIAMS
- --------------------------------- -----------------------------------
Gordon R. Parker Joseph H. Williams
Director Director
THE WILLIAMS COMPANIES, INC.
By /s/ WILLIAM G. VON GLAHN
--------------------------------
William G. von Glahn
Senior Vice President
ATTEST:
/s/ DAVID M. HIGBEE
- ---------------------------------
David M. Higbee
Secretary
<PAGE> 1
EXHIBIT 24.2
I, the undersigned, SHAWNA L. BARNARD, Assistant Secretary of THE WILLIAMS
COMPANIES, INC., a Delaware company (hereinafter called the "Company"), do
hereby certify that at a meeting of the Board of Directors of the Company, duly
convened and held on January 25, 1998, at which a quorum of said Board was
present and acting throughout, the following resolutions were duly adopted:
RESOLVED that the officers of the Company be, and each hereby is,
authorized to execute and file with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, a shelf Registration
Statement on Form S-3, and all amendments and supplements thereto and all
required exhibits and documents in connection therewith, and the Prospectus
contained therein, and all amendments or supplements thereto (the
"Registration Statement"), with respect to not more than four hundred
million dollars ($400,000,000) aggregate principal amount of Debt
Securities, and to do, or cause to be done, all such other acts and things
as, in their opinion or in the opinion of any of them, may be necessary or
desirable and proper in order to effect such filing or in order that such
Registration Statement and any such amendment or amendments may become
effective and may remain in effect as long as shall be required.
RESOLVED that the form of power of attorney submitted to this meeting
for use in connection with the execution and filing, for and on behalf of
the Company, of the Registration Statement and any such amendments thereto
referred to in the preceding resolution, is hereby approved, and the
Chairman of the Board, the President, any Vice President or the Treasurer
of the Company is hereby authorized to execute said power of attorney in
the form so presented for and on behalf of the Company.
RESOLVED that Mr. William G. von Glahn, Senior Vice President and
General Counsel of The Williams Companies, Inc., be, and he hereby is,
designated as the person authorized to receive notices and communications
from the Securities and Exchange Commission with respect to the
Registration Statement and any amendments thereto and that he be, and he
<PAGE> 2
hereby is, designated the agent for service in connection with any and all
matters relating to the Registration Statement; and that there hereby is
conferred upon him the powers enumerated in Rule 478 of the Rules and
Regulations promulgated under the Securities Act of 1933, as amended.
RESOLVED that the officers of the Company be, and each of them hereby
is, authorized and directed in the name and on behalf of the Company to
take any and all actions which such officers deem necessary or appropriate
in order to obtain a permit, register or qualify the Debt Securities for
issuance and sale or to request an exemption from registration of the Debt
Securities or to register or to obtain a license for the Company as a
dealer or broker under the securities laws of such of the states of the
United States of America and of such foreign jurisdictions as such officers
may deem necessary or appropriate; and that in connection with such
registrations, permits, licenses, qualifications and exemptions, such
officers are authorized and directed to execute, acknowledge, verify,
deliver, file and publish all such applications, reports, resolutions,
irrevocable consents to service of process, powers of attorney and other
papers and instruments as may be required under such laws, and to take any
and all further action which such officers deem necessary or appropriate in
order to maintain the registration in effect for such time period as they
may deem to be in the best interests of the Company.
RESOLVED that if an officer of the Company shall so elect application
may be made to the New York Stock Exchange, Inc. and to the Pacific Stock
Exchange for the listing upon notice of issuance of the Debt Securities and
that the Chairman of the Board, the President, any Vice President, the
Secretary or the Treasurer of the Company be, and each of them hereby is,
authorized and directed by the Company to prepare, execute and file the
applications required by such stock exchange and to make such changes as
may be necessary to conform with requirements for the listing of the Debt
Securities, to appear (if requested) before officials of such exchange, to
pay any fees required for such additional listing and to perform all other
acts and
<PAGE> 3
things as may be deemed necessary to effect such listing.
RESOLVED that the Chairman of the Board, the President, any Vice
President, or the Treasurer of the Company (a "Designated Officer") be, and
each of them hereby is, authorized and empowered to execute, acknowledge
and deliver, for and on behalf of the Company, and under its corporate
seal, which its Secretary or any Assistant Secretary is hereby authorized
to affix and attest, one or more indentures, including a subordinate
indenture, between the Company and a trustee to be determined by the
officer executing such indenture (the "Indenture") for the purpose of
providing for the issuance, registration, transfer, exchange and payment of
the Debt Securities to be issued pursuant thereto, each such Indenture to
be in the form as the officers executing and delivering the same on behalf
of the Company shall approve, such approval to be conclusively evidenced by
such officer's execution, acknowledgment and delivery of the Indenture.
RESOLVED that the Chairman of the Board, the President, the Chief
Financial Officer, or the Treasurer of the Company be, and each hereby is,
in accordance with the foregoing resolutions and the limitations previously
approved, authorized to cause the Company to issue and sell one or more
series of the Debt Securities and, in connection with any such series,
determine, approve or appoint, as the case may be:
(a) the exact aggregate principal amount of the series of Debt
Securities, whether Debt Securities of such series are to be
issued as debentures, as notes or as any other evidences of
indebtedness or in any combination thereof;
(b) the designation of the Debt Securities as senior or subordinated
indebtedness of the Company;
(c) whether each series of Debt Securities shall be sold with or
without competitive bidding, whether through a public offering or
by private placement, or a combination
<PAGE> 4
thereof;
(d) the terms and rights of the Debt Securities, consistent with the
terms of the respective Indenture and the Registration
Statements; provided, however, that no such Debt Securities shall
be secured or convertible into any equity securities of the
Company;
(e) the maturity or maturities of the Debt Securities;
(f) the price to be received by the Company in any offering or sale
of any of the Debt Securities (which may be at a discount from
the principal amount payable at maturity of such Debt
Securities), any public offering price and any discount received
by, or commission paid to, any underwriters or agents;
(g) the rate or rates at which the Debt Securities shall bear
interest, if any, which rate or rates may vary from time to time
in accordance with a formula to be approved by any such officer;
(h) the date or dates from which such interest shall accrue, the
dates on which such interest shall be payable and the record date
for the interest payable on any interest payment date and/or the
method by which such rate or rates or date or dates shall be
determined;
(i) the place or places, where the principal of (premium, if any) and
interest, if any, on the Debt Securities shall be payable;
(j) the option, if any, of the Company to redeem the Debt Securities
in whole or in part and the period or periods within which, the
price or prices at which and the terms and conditions upon which,
Debt Securities may be redeemed, in whole or in part, pursuant to
such option or any sinking fund or otherwise;
<PAGE> 5
(k) the obligation, if any, of the Company to redeem, purchase or
repay Debt Securities pursuant to any mandatory redemption,
sinking fund or analogous provisions or at the option of a holder
thereof and the period or periods within which, the price or
prices at which and the terms and conditions upon which, Debt
Securities shall be redeemed, purchased or repaid, in whole or in
part, pursuant to such obligation or option;
(l) the denominations and currencies, including U.S. dollars, foreign
currencies and composite currencies, in which the Debt Securities
shall be issuable and payable and the election, if any, of
holders of Debt Securities to receive payment of principal (and
premium, if any) and interest in a currency other than the
currency in which such Debt Securities were issued;
(m) such other terms, conditions and provisions as any such officer
shall deem appropriate;
(n) the forms of the Debt Securities; and
(o) whether the Debt Securities will be listed on the New York Stock
Exchange.
RESOLVED that any Designated Officer be, and each hereby is,
authorized to appoint one or more transfer agents or registrars,
depositories, authenticating or paying agents, calculation agents, exchange
rate agents and any other agents with respect to the Debt Securities, and
to execute and deliver, in the name and on behalf of the Company, any
agreement, instrument or document relating to any such appointment, for the
purpose of implementing and giving effect to the provisions of each
Indenture; provided, however, that the Company may at any time elect to act
in the capacity of paying agent.
RESOLVED that any Designated Officer be, and each hereby is,
authorized and directed to
<PAGE> 6
execute and deliver to the trustee for each Indenture an Issuer Order or
Officer's Certificate, as appropriate, referred to in the Indenture and to
perform on behalf of the Company such other procedures acceptable to such
trustee as may be necessary in order to authorize the authentication and
delivery by such trustee of the Debt Securities.
RESOLVED that any Designated Officer be, and each hereby is,
authorized and directed to cause the Company to enter into agreements (the
"Underwriting Agreement" or "Distribution Agreements"), with such
investment banking company or companies as any such Designated Officer may
choose (the "Agents"), and with such additional or successor Agents as any
Designated Officer shall select, in the form as the Designated Officers
executing and delivering the same on behalf of the Company shall approve,
such approval to be conclusively evidenced by such officers execution,
acknowledgment and delivery of the Underwriting Agreement or Distribution
Agreements.
RESOLVED that any Designated Officer be, and each hereby is,
authorized and directed to take, or cause to be taken, any and all action
which any such Designated Officer may deem necessary or desirable to carry
out the purpose and intent of the foregoing resolutions (hereby ratifying
and confirming any and all actions taken heretofore or hereafter to
accomplish such purposes, all or singular), and to make, execute and
deliver, or cause to be made executed and delivered, all agreements,
undertakings, documents, instruments or certificates in the name and on
behalf of the Company as any such Designated Officer may deem necessary or
desirable in connection therewith, and to perform, or cause to be
performed, the obligations of the Company under the Debt Securities, the
Indenture, the Underwriting Agreement and the Distribution Agreement (and
any terms agreement thereunder) and the Registration Statements, and to pay
such fees and expenses as, in their judgment, shall be proper or advisable.
RESOLVED that the officers of the Company be, and each of them hereby
is, authorized to take all such further action and to execute
<PAGE> 7
and deliver all such further instruments and documents in the name and on
behalf of the Company with its corporate seal or otherwise and to pay such
fees and expenses as, in their judgment, shall be proper or advisable in
order to carry out the intent and to accomplish the purposes of the
foregoing resolutions.
I further certify that the foregoing resolutions have not been modified,
revoked or rescinded and are in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal of THE WILLIAMS COMPANIES, INC., this 11th day of February, 1998.
/s/ SHAWNA L. BARNARD
---------------------------
Shawna L. Barnard
Assistant Secretary
(CORPORATE SEAL)
