SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* WILLIAMS COMPANIES INC (Last) (First) (Middle) ONE WILLIAMS CENTER (Street) TULSA OK 74172 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Williams Partners L.P. [ WPZ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/10/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units representing limited partner interests	05/10/2010		C		203,000,000	A	$0.00	214,613,527	I	See footnotes(1)(2)(3)(4)(5)(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class C Units representing limited partner interests	(1)	05/10/2010		C			203,000,000	(1)	(2)	Common Units	203,000,000(1)(3)	(1)(3)	0	I	See footnotes(1)(2)(3)(4)(5)(6)

1. Name and Address of Reporting Person* WILLIAMS COMPANIES INC (Last) (First) (Middle) ONE WILLIAMS CENTER (Street) TULSA OK 74172 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WILLIAMS GAS PIPELINE CO LLC (Last) (First) (Middle) ONE WILLIAMS CENTER (Street) TULSA OK 74172 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Williams Energy Services, LLC (Last) (First) (Middle) ONE WILLIAMS CENTER (Street) TULSA OK 74172 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Class C Units automatically converted on a one-for-one basis and for no additional consideration into common units of Williams Partners L.P. (the "Partnership") on May 10, 2010. Following the conversion of the Class C Units, Williams Gas Pipeline Company, LLC directly held 115,689,700 common units, Williams Energy Services, LLC directly held 84,113,523 common units, and WGP Gulfstream Pipeline Company, L.L.C. directly held 4,242,700 common units. In addition to the common units described above, Williams Partners GP LLC directly holds 3,363,527 common units, Williams Partners Holdings LLC directly holds 2,826,378 common units, Williams Energy, L.L.C. directly holds 2,952,233 common units, and Williams Discovery Pipeline LLC directly holds 1,425,466 common units, and the ownership of these units was not affected by the conversion.

2. The Class C Units do not have an expiration date.

3. On February 17, 2010, Williams Gas Pipeline Company, LLC, Williams Energy Services, LLC, and WGP Gulfstream Pipeline Company, L.L.C. contributed certain assets to the Partnership and in exchange, among other things, (a) Williams Gas Pipeline Company, LLC received 115,689,700 Class C Units, (b) Williams Energy Services, LLC received 83,067,600 Class C Units, and (c) WGP Gulfstream Pipeline Company, L.L.C. received 4,242,700 Class C Units.

4. The Williams Companies, Inc. directly or indirectly owns 100% of each of Williams Partners GP LLC, Williams Partners Holdings LLC, Williams Energy Services, LLC, Williams Energy, L.L.C., Williams Discovery Pipeline LLC, Williams Gas Pipeline Company, LLC, and WGP Gulfstream Pipeline Company, L.L.C. Williams Partners GP LLC is the sole general partner of Williams Partners L.P., holding a 2% general partner interest in Williams Partners L.P., the incentive distribution rights in Williams Partners L.P. and common units.

5. The Williams Companies, Inc. indirectly beneficially owns (a) the common units that each of Williams Energy, L.L.C., Williams Partners Holdings LLC, Williams Discovery Pipeline LLC, Williams Gas Pipeline Company, LLC, Williams Energy Services, LLC and WGP Gulfstream Pipeline Company, L.L.C. directly beneficially own and (b) the incentive distribution rights in Williams Partners L.P., the 2% general partner interest in Williams Partners L.P. and the common units held by Williams Partners GP LLC.

6. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

	/s/ La Fleur C. Browne, Secretary, The Williams Companies, Inc.	05/12/2010
	/s/ La Fleur C. Browne, Secretary, Williams Gas Pipeline Company, LLC	05/12/2010
	/s/ La Fleur C. Browne, Secretary, Williams Energy Services, LLC	05/12/2010
	** Signature of Reporting Person	Date
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