EXHIBIT 24

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 C. 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-4 for the registration under the Securities Act
of 1933, as amended, of shares of Common Stock of Williams issuable pursuant to
the terms and provisions of the Agreement and Plan of Merger, dated as of
November 23, 1997, among The Williams Companies, Inc., TML Acquisition
Corporation and MAPCO Inc., together with associated Preferred Stock purchase
rights, and any and all amendments and post-effective 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 and post-effective 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 13th 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)
2

/s/ GLENN A. COX /s/ THOMAS H. CRUIKSHANK
- ------------------------------------------ ------------------------------------------
Glenn A. Cox Thomas H. Cruikshank
Director Director

/s/ PATRICIA L. HIGGINS /s/ W. R. HOWELL
- ------------------------------------------ ------------------------------------------
Patricia L. Higgins W. R. Howell
Director Director

/s/ ROBERT J. LAFORTUNE /s/ JAMES C. LEWIS
- ------------------------------------------ ------------------------------------------
Robert J. LaFortune James C. Lewis
Director Director

/s/ JACK A. MACALLISTER /s/ PETER C. MEINIG
- ------------------------------------------ ------------------------------------------
Jack A. MacAllister Peter C. Meinig
Director Director

/s/ KAY A. ORR /s/ GORDON R. PARKER
- ------------------------------------------ ------------------------------------------
Kay A. Orr Gordon R. Parker
Director Director

/s/ JOSEPH H. WILLIAMS
---------------------------------------------------
Joseph H. Williams
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
3

[THE WILLIAMS COMPANIES, INC. LETTERHEAD]

I, the undersigned, DAVID M. HIGBEE, 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 November 23, 1997, at which a quorum of said Board was present and
acting throughout, the following resolution was duly adopted:

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 a Registration Statement on Form S-4, and any amendments or
supplements thereto is hereby approved and the Chairman of the Board, the
President or any Vice President of the Company be, and hereby is,
authorized to execute said power of attorney in the form so presented by,
for and on behalf of the Company.

I further certify that the foregoing resolution has not been modified,
revoked or rescinded and is in full force and effect.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of THE
WILLIAMS COMPANIES, INC., this 20th day of January, 1998.

/s/ DAVID M. HIGBEE
--------------------------------------
David M. Higbee
Secretary

[CORPORATE SEAL]