==============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                ------------

                                SCHEDULE TO
                               (RULE 14D-100)
               TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
         OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

                       BARRETT RESOURCES CORPORATION
                     (Name of Subject Company (Issuer))

                        RESOURCES ACQUISITION CORP.

                        a wholly owned subsidiary of

                        THE WILLIAMS COMPANIES, INC.
                    (Names of Filing Persons (Offerors))

                                ------------

                   Common Stock, Par Value $.01 Per Share
         (Including the Associated Preferred Stock Purchase Rights)
                       (Title of Class of Securities)

                                 068480201
                   (CUSIP Number of Class of Securities)

                                ------------

                         William G. von Glahn, Esq.
                  Senior Vice President and General Counsel
                        The Williams Companies, Inc.
                            One Williams Center
                           Tulsa, Oklahoma 74172
                         Telephone: (918) 573-2000

                              With a copy to:
                           Morris J. Kramer, Esq.
                         Richard J. Grossman, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                             Four Times Square
                             New York, NY 10036
                         Telephone: (212) 735-3000

                   (Name, address and telephone number of
                   persons authorized to receive notices
              and communications on behalf of filing persons)

                         CALCULATION OF FILING FEE

Transaction Valuation                              Amount of Filing Fee
Not Applicable                                     Not Applicable

[ ]  Check the 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 registration statement
     number, or the Form or Schedule and the date of its filing.

      Amount Previously Paid:                Filing Party:
      Form or Registration No.:              Date Filed:

[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which
the statement relates:

[X] third-party tender offer subject to Rule 14d-1.

[_] issuer tender offer subject to Rule 13e-4.

[_] going-private transaction subject to Rule 13e-3.

[_] amendment to Schedule 13D under Rule 13d-2.


Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]

==============================================================================


             Transcript of the Williams Conference Call held on May 7, 2001

                                                  WILLIAMS COMPANIES
                                                 Host:  Keith Bailey
                                           May 7, 2001/9:00 a.m. CDT
                                                              Page 1


                             WILLIAMS COMPANIES

                                May 7, 2001
                               9:00 a.m. CDT


Moderator                  Ladies and gentlemen, thank you for standing by,
                           and welcome to the joint Williams and Barrett
                           Analyst teleconference call. At this time, all
                           participants are in a listen-only mode. Later,
                           we will be on a question and answer session. And
                           I will give you instructions at that time.
                           Should you require assistance while you're on
                           this call simply press 0 then star and an
                           operator will come on the line to assist you. As
                           a reminder, today's conference call is being
                           recorded. It will also be replayed. Please stay
                           on the line at the conclusion of the call for
                           the replay information.

                           I would now like to turn the conference over to
                           the Chairman of the Board and the Chief Executive
                           Officer of Barrett Resources, Mr. Peter Dea.
                           Please go ahead.

P. Dea                     Thank you.  Good morning from Denver, Colorado.
                           Welcome to the Barrett Resources and Williams
                           Conference call. I am Peter Dea, Chairman and
                           Chief Executive Office of Barrett, and with me
                           today is Keith Bailey, Chairman, Chief Executive
                           Officer and President of Williams.

                           We are pleased to have you join us this morning
                           on such short notice. Barrett Resources
                           announced today that it has reached a definitive
                           agreement for the Williams Companies to acquire
                           Barrett for 50% cash and 50% stock. Williams
                           will acquire all of the outstanding shares of
                           Barrett in a transaction valued at approximately
                           $2.8 billion, including the assumption of about
                           $300 million in debt. Based on Williams' closing
                           price on Friday, May 4, 2001, the transaction
                           has a blended value of $73.32 per share.

                           Before I turn the call over to Keith Bailey to
                           take you through the details of what this merger
                           means for our two companies, I'd like to just
                           spend a few brief moments to share some of my
                           thoughts on our process and what this means for
                           Barrett. Barrett's Board of Directors and I are
                           very excited to have accomplished this extremely
                           successful transaction for our shareholders,
                           employees and customers. The process was
                           designed to maximize shareholder value, while
                           keeping our interested parties on a level
                           playing field. This is all a tremendous success.

                           Williams will benefit from Barrett's leading
                           position in the Rocky Mountain Region, where we
                           are at the forefront of natural gas exploration
                           and production. Barrett's substantial acreage
                           and natural gas reserves lie within some of the
                           largest and least exploited natural gas basins
                           in the lower 48 states. The acreage in reserves
                           consists predominantly of natural gas located on
                           properties where Barrett has a high working
                           interest ownership, and Barrett operates over
                           90% of its production.

                           As most of you know, Barrett recently received a
                           favorable ruling from the Colorado Oil & Gas
                           Conservation Commission, allowing the company to
                           add 212 billion cubic feet of proved gas
                           reserves from 202 additional well locations in
                           the Piceance Basin. As of April 30, 2001,
                           Barrett's total proved gas and oil reserves
                           equal 2.1 trillion cubic feet of gas
                           equivalents, an increase of over 50% from
                           December 31, 2000. The reserve additions
                           demonstrate the inherent quality of Barrett's
                           core holdings in the Rocky Mountains, and the
                           success of our exploration and development
                           strategy that we look forward to continuing as
                           part of Williams.

                           We are very pleased that many of our employees,
                           who have been the key to our success, will have
                           exciting opportunities within Williams. We are
                           also extremely pleased to receive William's
                           equity, along with cash, which will allow our
                           shareholders to continue to participate in the
                           significant upside of the combined company.

                           After comments from Keith, we will have a
                           question and answer period, and then adjourn
                           this at 9:45, since we need to have an employee
                           meeting here in Denver. I'd now like to turn it
                           over to Keith Bailey.

K. Bailey                  Thank you, Peter.  As you saw in the Williams' Press
                           Release, this is a very exciting day for
                           Williams. As I look back over the various
                           acquisitions that we've made during the course
                           of my career at Williams, I really have not
                           thought of one that is a better fit, from the
                           standpoint of both the value that we will
                           receive from the transaction, as well as what it
                           does for our company in a strategic sense.

                           We point out in the press release that this will
                           be immediately accretive to earnings, that
                           because of the structure of the agreement with
                           half cash/half stock, it's being done in a way
                           that strengthens our balance sheet and improves
                           our credit ratios. We are acquiring a group of
                           talented people, as well as ideally situated
                           energy assets, that will reinforce our
                           businesses comprehensively west of the Rockies.
                           If you look at the map of where these reserves
                           fall, the primary area of concentration for
                           Barrett, they're an ideal fit and very
                           complimentary to Williams and our position in
                           the Rockies as well. We are a major gatherer and
                           processor in this region, and this offers
                           additional opportunities to that part of our
                           business. We have major natural gas pipelines
                           and gas liquids pipelines that move product out
                           of the Rockies, and this provides an opportunity
                           to reinforce growth in those parts of our
                           company as well.

                           Most importantly, it is a very significant
                           strategic acquisition, in that it balances the
                           risk profile of our rapidly growing power
                           portfolio, by enabling us to add significant
                           additional new gas reserves, so that we have a
                           physical hedge, and natural hedge, against the
                           short position that's created as we add
                           additional power generation facilities.

                           Another aspect that we find very attractive
                           about this transaction is the fact that these
                           are long-lived reserves, and have a high
                           percentage of what we consider to be very good
                           probable opportunities. It's an asset that will
                           not only serve in the short-term, but offers the
                           opportunity for long-term and steady growth.

                           Again, as we look at this from a Williams'
                           perspective, I really can't think of a better
                           acquisition from the standpoint of the immediate
                           value that it should create for our
                           shareholders, the long-term value that it should
                           continue to add, and the strategic goal that it
                           achieves of creating a good balance in the risk
                           profile, as between our physical and natural gas
                           position and our power generation position.

                           I think with that, it probably would be well to
                           turn to your questions, and we'll do that at
                           this time.

Moderator                  Our first question comes from the line of Jeff
                           Dieter of Simmons. Please go ahead.

J. Dieter                  Keith, Jeff Dieter with Simmons & Company.  Could
                           you talk about the synergy values that you're
                           expecting, either from a cost savings
                           perspective, or the synergy associated with the
                           midstream or petroleum services businesses that
                           you've got?

K. Bailey                  Jeff, from the standpoint of the traditional sorts
                           of synergies that you would see in a merger of
                           two companies, one of the things that we have in
                           this situation is just very little overlap. Each
                           of the companies have had similar staffing
                           philosophies, so I would guess that we would see
                           synergies only in the $10 to $20 million range,
                           because of that, as we said in the press
                           release, our expectation is simply to roll our
                           Rocky Mountain activities into the Barrett
                           offices in Denver. As we look at the
                           organization, we see that the substantial
                           majority of the organization are important, and
                           were an important part of the consideration that
                           we had as we looked at doing this transaction.

                           From the standpoint of other synergies, clearly
                           those will play out over time, but by being a
                           major, actually probably the major natural gas
                           producer in the Rocky Mountain Regions, we think
                           this should steadily add to our ability to grow
                           our gathering and processing businesses, our gas
                           liquids business, and it can reinforce the
                           expansions we have in our gas pipeline
                           activities. As you know, we have a major
                           expansion underway, both going to the West Coast
                           and one leaving the Rockies and coming back to
                           the mid-continent.

J. Dieter                  Good.  Can you talk a little bit about how you
                           would approach this acquisition from a hedging
                           perspective? Would you consider costless
                           collars? Would you lock in some hedging for a
                           portion of the production? Would you talk about
                           that a little bit?

K. Bailey                  Well, we will do this in the context of
                           our overall trading book. Remember at the outset
                           that the physical gas provides a natural hedge
                           to some of the short positions that we would
                           have on gas in our power portfolio. We will
                           simply need to look at this in the context of
                           our overall book, and we will hedge
                           appropriately according to that.

J. Dieter                  Thank you.

Moderator                  The next question comes from the line of Scott
                           Merviss of Glenview Capital. Please go ahead.

S. Merviss                 Yeah, Hi.  As far as the hedging, as you put on
                           power, you constantly hedge out the gas exposure
                           as well, so would this acquisition make you long
                           that gas at this point and as you put on power
                           you won't have to hedge out? Can you go into a
                           little bit further explanation?

K. Bailey                  No.  It does not make us long.  With the combined
                           production, we still would be short the gas that
                           would be associated with the power portfolio
                           that we have in place today, and as you know,
                           that's grown to around 15,000 megawatts at the
                           end of the first quarter. If you look at that,
                           my recollection is that should be approaching a
                           Bcf-and-a-half a day of natural gas, and
                           obviously you have to make some heat rate
                           assumptions, but in round numbers that's roughly
                           the gas demand for that. We would be in
                           generally a 50% hedged position with the
                           physical gas, when you combine the production of
                           the two companies as it develops out, concurrent
                           with the full development of that 15,000
                           megawatts.

S. Merviss                 Okay.  Also, can you talk about what kind of
                           discount it was to buy Barrett versus going into
                           the forward market and proceeding with your
                           hedging as you've been going that way?

K. Bailey                  Well, it changes day-to-day, as you know, because
                           the forward market moves with every day's
                           activities, but as your question obviously
                           points out, it has been a reality that a
                           transaction like this, and this transaction will
                           be a discount to the forward market in terms of
                           the trading market or the strip. I can't tell
                           you today what the precise update is with regard
                           to the level of that discount.

S. Merviss                 But presumably you took into consideration the
                           percentage of probability that you got gas out,
                           and going through all those calculations when
                           you were looking at, it was still cheaper to buy
                           the physical assets than going forward, and
                           doing it in the forward market?

K. Bailey                  Yes.  That was one of the elements we looked at.
                           The other thing we would observe is that the
                           physical gas has a lot higher BTU content than
                           the forward market strip. When you look at the
                           reality of hedging and the strategic value
                           that's created, you do have the ability to fill
                           a significant percentage of your requirements
                           with physical gas. Depending on supply/demand
                           balances at any point in time, we believe that
                           can be strategically very important and
                           certainly provides a moderating influence on the
                           risk profile of Williams' power portfolio.

S. Merviss                 Okay.  Thanks.

Moderator                  The next question comes from the line of Ray
                           Deacon of Dain Rauscher. Please go ahead.

R. Deacon                  Good morning.  Keith, I had a question about how
                           you looked at the stock and valued it, in terms
                           of either net asset value? What was your main
                           valuation criteria, was it EBIT DA multiple or
                           asset value, Mcf in the ground? Could you just
                           elaborate on that?

K. Bailey                  Well, our basic evaluation tool is the discounted
                           cash flow analysis. As we look at the discounted
                           cash flow returns, this fell very much in the
                           fairway of the kinds of returns we look for with
                           these kinds of activities. We also tested this
                           against the entire range of ways that you might
                           value this business, including comparable
                           transactions, including cost per Mcf of gas in
                           the ground. We went through the whole range of
                           that as we considered it. As we look at it, we
                           believe that the transaction measured by some of
                           the comparables is sort of in the middle of the
                           range of recent activities. As we look at the
                           overall portfolio though, and what we consider
                           to be very high-quality probables, we would
                           actually assess the cost in the ground at a very
                           attractive number.

R. Deacon                  Okay.  Just one more quick question.  They had some
                           oil properties in the Uinta Basin, would you
                           consider those non-core, maybe sell some of the
                           assets that are not gas-oriented?

K. Bailey                  Clearly, our businesses are gas dominated, but it's
                           premature to make any judgment with regard to
                           any particular piece of the business. You are
                           correct, in that we are gas dominated, both EMP
                           business and company.

R. Deacon                  Okay.  Thanks.

Moderator                  The next question comes from the line of Jay
                           Unello, of UBS Warburg. Please go ahead.

J. Unello                  Good morning, Keith.  I know I'm a little ahead of
                           myself here, but given that the target is to get
                           roughly 25,000 megawatts by year-end 2003 and
                           40,000 megawatts by year-end 2005. Given the
                           momentum lately, where you're having great
                           success in achieving those goals, and it looks
                           like you're on track to blow those goals away,
                           though there's no guaranties. Looking out over
                           the next couple of years, is it fair to say we
                           should be looking for other transactions to
                           deliver this?

K. Bailey                  Well I do think you're a little ahead of yourself,
                           Jay. Obviously, this was an opportunity that was
                           created really by an event that Barrett didn't
                           precipitate, but based on that event, they
                           engaged in a process that gave this a current
                           reality. I think what we need to do is get
                           through the process of getting these two
                           companies put together smoothly. We will
                           continue to be opportunistic. There will be
                           times that this sort of opportunity presents
                           itself, that we may in fact take a look at.

                           But from the standpoint of our own process,
                           again, one of the real attractions of Barrett is
                           the significant inventory of opportunities to
                           drill and to build our gas production through
                           the drill bit. That is one of the things that we
                           think is most attractive, because we can do much
                           of what we would hope to do from a hedging point
                           of view with an orderly capital program.

J. Unello                  Okay.  Thank you.

Moderator                  The next question comes from the line of Louis
                           Sarks of Chesapeake Partners. Please go ahead.

L. Sarks                   Hi, and congratulations.  A couple of questions,
                           one of which is mechanical. Can you just go
                           through the up front tender? Is that going to be
                           a normal time frame tender, 20 business days,
                           and then a back end merger, or is it going to be
                           an exchange offer?

K. Bailey                  No, it will be a front end. You described
                           the tender correctly, and we'll attempt to begin
                           moving on that, if not this week, early next
                           week. We would anticipate that that would be
                           done over the normal 20-day period, and then we
                           would follow that with a second step merger
                           process on the exchange ratio that was described
                           in the press release.

L. Sarks                   If you do not get the 50% up front, is there a
                           provision to make this a total one-step
                           transaction?

K. Bailey                  This is a transaction that is conditioned on
                           getting the 50%.

L. Sarks                   Okay, but you could go to a one-step, I assume, if
                           you decided that you needed to?  If people really--

K. Bailey                  I have no reason to believe that we won't be
                           successful, under the structure that we have on
                           the table.

L. Sarks                   Okay.  My next question is for Peter.  Thank you
                           very much for maximizing shareholder value. I
                           just wanted to know if you could tell us what,
                           if anything, Shell has indicated to you all, in
                           terms of their participation in the process or
                           did they give you any indication that they bid
                           and would not participate at these levels?

P. Dea                     Sure, well as you know, as of April 30th, we
                           submitted a letter to Shell that was publicly
                           released. That laid out very specific guidelines
                           to the bidding process. That puts them on a
                           level playing field with all of the other
                           participants, who incidentally had previously
                           signed confidentiality agreements and come to
                           our data room. Shell had not signed the
                           confidentiality agreement, had elected not to
                           come to the data room, and they also elected not
                           to participate in our process, following the
                           April 30th letter.

                           Right from the very beginning, we have been very
                           open about inviting Shell into our process, and
                           they have, up to this point, elected not to
                           participate in our process whatsoever.

L. Sarks                   So they did not participate in this last round here,
                           or in any round, and you just have not heard
                           from them, as to their pending tender offer?

P. Dea                     Everything that Shell has done has been
                           publicly disclosed, which they have to via their
                           tender offer, so you've seen everything
                           regarding their actions.

L. Sarks                   Okay.  Thank you.

Moderator                  The next question comes from the line of Stuart
                           Morrell of UBS Warburg. Please go ahead.

S.                         Morrell Good morning. I was curious, looking at
                           the balance sheet impact of this transaction, I
                           was curious to know what new, if any, balance
                           sheet parameters you have for leverage? Just
                           looking at this transaction, is this something
                           that had been discussed previously with the
                           rating agencies and what your expected outcome
                           would be?

K. Bailey                  Well, because of the process that we've gone
                           through, we have not talked in advance to the
                           rating agencies about this, but from a rating
                           agency perspective, this ought to be viewed
                           positively, because of the structure that we
                           have used. It will improve both the balance in
                           the balance sheet, I think by about one
                           percentage point, in terms of debt to total cap.
                           It will actually be positive from a coverage
                           ratio point of view as well, because it is
                           accretive to earnings.

S. Morrell                 Thank you.

Moderator                  The next question comes from the line of Pierre
                           Connor of Hibernia. Please go ahead.

P. Connor                  Good morning.  I've got a couple questions, sort of
                           around valuations, mainly for Peter. On the
                           reserves that you recently disclosed, could you
                           tell us what percentage of that would be proved
                           undeveloped on the 2.1 T's?

P. Dea                     Approximately 60% of that are PUDs of the total
                           2.1 Tcfe.

P. Connor                  Okay.  Then can you tell us what cap ex you would
                           have assigned to developing those?

P. Dea                     Well, we look at it on a per Mcf basis.  We're in
                           very, very attractive finding and development
                           costs on the reserves in the Piceance, in the
                           Powder River Basin. The Piceance F&D is in that
                           $0.65 per Mcf range. In the Powder River coal
                           bed methane, where we also released new
                           reserves, you're looking about $0.30 per Mcfe,
                           so extremely attractive finding costs in both of
                           those core assets.

P. Connor                  Right.  Okay, Great.  Then a question for Keith.
                           You mentioned a lot of value on the probables. I
                           wondered if you could characterize that a little
                           more for us, kind of what percent of the value
                           you would have assigned to the proved reserves,
                           and what percentage of the valuation you have
                           for the probables?

K. Bailey                  Well, probably the most straightforward way to
                           answer that would be you've seen the purchase
                           price spread over the proved reserves in the
                           press release, the $1.34. If you were to take
                           the proved reserves and our risk weighting of
                           the probable reserves, that number drops by over
                           half. That gives you a sense of where we believe
                           we came out in the mix.

P. Connor                  It sure does.  Okay, Great.  All right, very good.
                           Thanks.

Moderator                  The next question comes from the line of Bob
                           Christensen of First Albany. Please go ahead.

B. Christensen             Congratulations, guys.  I'm very happy about this.
                           Just give me a sense of this breakup fee though.
                           How are these things, termination fees, who
                           determines them? Just briefly on that?

K. Bailey                  That's an element of the negotiation.

B. Christensen             Okay.  I guess the other question is that Barrett
                           has quite a trading desk. Does this get rolled
                           into Williams in Tulsa, the Energy Trading Desk,
                           and how do you plan, Keith, on keeping all the
                           talent that Barrett has?

K. Bailey                  My sense, Bob, is that it's probably more
                           fairly characterized as a marketing operation,
                           and we would anticipate moving the
                           responsibility for the marketing risk management
                           to our trading floor.

B. Christensen             Then how about some of the engineering, geologic
                           staff that has been so good working in the
                           Rockies over the years, that Barrett has?

K. Bailey                  As I said in my opening comments, Bob, one of the
                           attractions of the talented work force and
                           people that they have in the organization. What
                           you do in a process like this, we have an energy
                           services team here in Denver with us today, and
                           that process of trying to lock down the talent
                           will begin as we speak. As Peter said, we have
                           an employee meeting coming up here in a few
                           minutes, and we will start then and will
                           continue that from this point forward.

B. Christensen             Great.  Congratulations to both of you.

Moderator                  The next question comes from the line of Irene
                           Hoff of Sanders, Morris, Harris. Please go
                           ahead.

I. Hoff                    My questions have been answered.  Congratulations,
                           everybody.

Moderator                  Okay.  The next question comes from the line of John
                           Woodbury of Cobalt Capital.  Please go ahead.

J. Woodbury                Hi, guys.  Congratulations.  Listen, just a
                           question, you were saying that this transaction
                           obviously reduces your short position. Could you
                           comment on how short you would like to be over
                           the next few years, or perhaps how hedged you'd
                           like to be over the next couple of years?

K. Bailey                  Well, I don't know that we have a precise
                           number that we could pin down, but just speaking
                           on a personal level, I'd like to see us have
                           physical hedges in place at least in the 25 to
                           50% range. While that's a fairly wide range, it,
                           I think, captures also the range of opinion that
                           you might have within the Trading and Management
                           group at Williams.

J. Woodbury                So the production coming out of Devon takes your
                           short book from what percent to what percent?

K. Bailey                  Well, we really don't have a lot of production
                           coming out of Devon, but the production that
                           will come--

J. Woodbury                So you're long gas, you become more long gas,
                           obviously. Barrett, I'm sorry.

K. Bailey                  Yes, but the Barrett combined with ours should move
                           us up into that range, with the current
                           capacity.

J. Woodbury                From 20 to 50?

K.                         Bailey In that 25 to 50% range for the current
                           operating capacity, and as we look at a drilling
                           program, as we bring the balance of that 15,000
                           megawatts on line, I think it gives us the
                           capability of staying in that range.

J. Woodbury                Would you rather buy more assets or start selling
                           more electricity?

K. Bailey                  We would like to do some of both. I don't
                           know that we necessarily need to buy assets, but
                           we would like to grow both businesses, and we
                           would like to grow them proportionately, because
                           we think the strategic benefits of doing that
                           are significant.

J. Woodbury                Great answer.  Thanks.

Moderator                  The next question comes from the line of Denatto
                           Easee of Merrill Lynch. Please go ahead.

D. Easee                   Good morning, gentlemen.  Congratulations as well.
                           Keith, I have a handful of quick questions. One
                           is, how much of Barrett's production is
                           currently hedged? How much do you have to work
                           with on a leveraged basis?

                           Two, on the breakup fee, is it specific to the
                           entire transaction or just the equity portion of
                           the transaction, just to clarify that?

                           In step with Who Wants to be a Millionaire, is
                           this your final answer, if Shell comes in and
                           trumps your bid, where do you go from there?
                           Thank you.

K. Bailey                  Let me answer the first question. I
                           believe roughly a third of the production is
                           hedged currently. Those hedges have various
                           durations and will burn off over time, and we
                           will, as I say, move the production back into
                           our overall risk management portfolio and hedge
                           it in the context of our overall book.

                           From the standpoint of the breakup fee, I'm not
                           sure I really understood your question, in the
                           sense that without equity there's not a deal, so
                           it is tied to the execution of this deal.

D. Easee                   Just as the breakup fee on the total transaction
                           value?

K. Bailey                  Well the breakup fee is described in absolute
                           dollars, and you can apply that against whatever
                           numbers you want to.

D. Easee                   I didn't get the ratios, so I apologize.

K. Bailey                  Yes.  The breakup fee is described in dollars in
                           the press release.

                           Then from the standpoint of your last question,
                           that's not a polite question, and it's not one
                           that I think warrants an answer.

D. Easee                   Okay.  Fair enough, Keith, and good luck with it.

K. Bailey                  Thank you, Denatto.

D. Easee                   One last question, you mentioned in your opening
                           remarks that out of all the transactions that
                           you've looked since you've made some
                           acquisitions, this clearly is one of the best.
                           Obviously, every time you've made an
                           announcement the stock tends to take a bit of a
                           beating early, but tends to rebound rather
                           nicely. Even when you contrast this versus the
                           Transco acquisition, could you kind of give us a
                           flavor for the balance in that acquisition
                           versus this one, in your overall opinion?

K. Bailey                  Obviously, with Transco we had a combination of the
                           market that didn't like it, that layered on top
                           of the typical arbitrage of shorting the
                           acquirer and going long on the acquired company
                           that happens in virtually any merger. Yet, when
                           people look back on it, it's been judged as one
                           of the top ten transactions of the 90's for
                           creating shareholder value.

                           I think as people look back on this decade, this
                           has exactly the same opportunity. If you look at
                           the way this suite of activities and businesses
                           fit, it is a much tighter fit with Williams,
                           because of the fact that we already have assets
                           in the Rocky Mountains, and when we did Transco,
                           that was really a physical step out from a
                           historic footprint. This is not. This is a very
                           complimentary acquisition in a geography where
                           we have a number of complimentary assets and
                           activities. I think this is, on that basis
                           alone, going in, is a better transaction. It's
                           our intent to do exactly what we did with
                           Transco, and that's have the business perform
                           over the next number of years in a way that
                           makes it equally good in a retrospective way
                           from a shareholder point of view.

D. Easee                   Right.  Thanks, Keith, and good luck.

Moderator                  The next question comes from Anatoll Fajen of JP
                           Morgan. Please go ahead.

A. Fajen                   Good morning, Keith.  Congratulations.  A quick
                           question, you guys were kind enough to share
                           with us last week the methodology for risk
                           management that you follow. Does this deal
                           impact significantly, or to ask another way, is
                           the accretion from this deal to some extent
                           driven by the hedge that you're putting on with
                           this physical gas?

K. Bailey                  No.  As I said, the hedging philosophy will be
                           done in the context of our overall book, and
                           you, as you point out, had an opportunity last
                           week to visit with our trading folks and gain an
                           understanding of that philosophy. The accretion
                           is based on just our sense of the business
                           performance and what we would anticipate
                           delivering as a result of net income, without
                           considering hedging. To the extent that we can
                           optimize or reduce the risk profile of that
                           forward income stream, we will certainly do
                           that, but only in the context of the overall
                           book.

A. Fajen                   Right, but from the standpoint that this
                           provides a large physical hedge to the book
                           going forward, that's an incremental benefit,
                           that's not captured in the kind of straight out
                           accretion analysis that we're doing right now?

K. Bailey                  That's right.  That, again, is probably not
                           described as much in the actual printed earnings
                           as it is in the risk profile surrounding those
                           earnings.

A. Fajen                   Great.

K. Bailey                  This will have, I think, a significant
                           moderating impact on the risk profile, even
                           though, as you know from your visit, we take a
                           very conservative approach, I think relative to
                           our peers in that regard in any event.

A. Fajen                   Absolutely.  Thanks, Keith.

Moderator                  Next we go to Oscar Woo of Numera Securities.
                           Please go ahead.

O. Woo                     Thanks.  My questions have been answered.

Moderator                  Next we go to Todd Mason of Alpine Associates.
                           Please go ahead.

T. Mason                   Yes.  The question was asked earlier, concerning
                           what might happen, I guess if the stock of
                           Williams rallied a lot, so that the value of the
                           stock part of the merger would be a lot higher
                           than the tender price. I gather there's nothing
                           in the agreement to contemplate that sort of
                           situation?

K. Bailey                  Actually we're doing a fixed exchange ratio, and
                           frankly, that's a very happy answer for every
                           shareholder.

T. Mason                   Sure, but you get sort of a funny, catch
                           22 situation, where if it's a condition that
                           people must tender to a lower price, there
                           should be a mechanism, so that there doesn't
                           have to be a renegotiation of the agreement to
                           get some closing on the merger?

K. Bailey                  Again, as you well know in a situation like this,
                           you probably have reprofiled the shareholder
                           base to one that has a lot of trading money in
                           it, in addition to the long-term investors. My
                           sense is that a lot of that trading money will
                           move to the cash and the long-term investors
                           have a very good opportunity to continue to
                           invest in these assets in the context of a
                           larger company.

T. Mason                   The happier situation you have with Williams, the
                           more the traders are going to be inclined to
                           want to go for a stock election if it's a
                           premium to the cash?

K. Bailey                  We'll just have to see how that plays itself out.

T. Mason                   I assume there'd be some flexibility, if
                           you got to a situation where-- There have been
                           situations before where there weren't enough
                           shareholders to take cash, and in those
                           situations companies have sat down and
                           re-jiggered the structure to allow a one-step
                           and finesse that problem.

K. Bailey                  Well as I say, I learned a long time ago
                           that it's probably not useful to speculate and
                           deal with assumptions based on assumptions. We
                           have what I consider to be an executable deal on
                           the table. We think the structure makes a lot of
                           sense, and we have every expectation of this
                           deal going to the finish line as we've proposed
                           it.

T. Mason                   Okay.  Thank you.

Moderator                  The next question comes from the line of Jeff
                           Dieter of Simmons. Please go ahead.

J. Dieter                  It's Jeff Dieter with Simmons.  Could you talk about
                           what kind of production growth rate you would
                           expect as an overall company after the Barrett
                           merger is closed? Production growth.

K. Bailey                  Jeff, I think that is something that will be
                           picked up in the context of the tender documents
                           themselves.

T. Mason                   Okay.  Thank you very much.

Moderator                  The next question comes from the line of Ray
                           Deacon of Dain Rauscher. Please go ahead.

R. Deacon                  Keith, are there any employment contracts on the
                           Barrett side that are going to go along with
                           this? You talked about trying to retain as many
                           people as you could, but are you going to try to
                           lock anybody up?

K. Bailey                  At this point, Williams obviously isn't in a
                           position to do anything in that regard.

R. Deacon                  Okay.

K. Bailey                  Whatever exists, from a Barrett point of
                           view, is there and will be just a factor that we
                           deal with, as we look at putting together the
                           team that we'll have going forward.

R. Deacon                  Okay.  You said you'd talk about the production
                           levels you see in the tender offer document I
                           guess, but can you say anything about the
                           budget? Are there any areas where you feel like
                           you would maybe accelerate what Barrett is doing
                           or expand the budget in any way?

K. Bailey                  Let me just answer that in a broad sense, as we've
                           looked at their budget, it is not at all
                           inconsistent with the sort of budget that we
                           think we would have put together for the same
                           properties. Clearly, one of the things that we
                           will do over the course of time, as we lead up
                           to the completion of this merger, will be to
                           fine-tune that. Based on what we have seen
                           through the data room process, and through our
                           discussions with the Barrett management, I would
                           be surprised if there are any major changes from
                           what they had outlined.

R. Deacon                  Okay.  Thank you.

Moderator                  There are no further questions at this time.
                           Please continue.

K. Bailey                  From our point of view, again, this is a very
                           exciting day. I think it will go down as one of
                           the best acquisitions that Williams has been
                           able to engage in, certainly over the course of
                           my time at the company. I think as people look
                           back, it will be something that they're very
                           pleased with, whether they are shareholders that
                           elect to take the cash portion, or those that
                           elect to remain an ongoing shareholder.

P. Dea                     I'd just like to close by saying that I believe
                           this transaction allows Barrett shareholders to
                           participate in a broader range of the value
                           change between the well head, the burner tip,
                           and the electrical generation side. What Barrett
                           brings to the new company are core assets of
                           natural gas, and a very talented exploration and
                           production pool of employees, who as I mentioned
                           before, can produce gas for as low as $0.30 per
                           Mcfe. So when we add these high quality physical
                           and human assets, and link those with Williams'
                           midstream and downstream, and some of their
                           upstream assets, you've really got a powerhouse
                           to bring some very powerful synergies and value
                           to all the shareholders.

                           With that, I'll thank you all very much for your
                           participation today.

K. Bailey                  Thank you.

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