SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Miller Rory Lee

(Last)

(First)

(Middle)

ONE WILLIAMS CENTER

(Street)

TULSA

74172

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/03/2011

3. Issuer Name and Ticker or Trading Symbol
WILLIAMS COMPANIES INC [ WMB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. Vice President - Midstream

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	28,277	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Options (Right to Buy)	⁽¹⁾	06/14/2014	Common Stock	10,000	$11.71	D
Employee Options (Right to Buy)	⁽²⁾	02/25/2015	Common Stock	17,500	$19.29	D
Employee Options (Right to Buy)	⁽³⁾	03/03/2016	Common Stock	9,146	$21.67	D
Employee Options (Right to Buy)	⁽⁴⁾	02/26/2017	Common Stock	8,866	$28.3	D
Employee Options (Right to Buy)	⁽⁵⁾	02/25/2018	Common Stock	8,554	$36.5	D
Employee Options (Right to Buy)	⁽⁶⁾	02/23/2019	Common Stock	16,431	$10.86	D
Employee Options (Right to Buy)	⁽⁷⁾	02/23/2020	Common Stock	11,203	$21.22	D
Restricted Stock Units⁽⁸⁾	02/25/2011	02/25/2011	Common Stock	3,355	⁽⁹⁾	D
Restricted Stock Units	02/25/2011	02/25/2011	Common Stock	4,473	⁽⁹⁾	D
Restricted Stock Units⁽⁸⁾	02/23/2012	02/23/2012	Common Stock	6,455	⁽⁹⁾	D
Restricted Stock Units	02/23/2012	02/23/2012	Common Stock	10,328	⁽⁹⁾	D
Restricted Stock Units⁽⁸⁾	02/23/2013	02/23/2013	Common Stock	4,144	⁽⁹⁾	D
Restricted Stock Units	02/23/2013	02/23/2013	Common Stock	6,631	⁽⁹⁾	D

Explanation of Responses:

1. 3,333 vested 6/14/2005, 3333 vested 6/14/2006, and 3,334 vested 6/14/2007.

2. 5,833 vested 2/25/2006, 5,833 vested 2/25/2007, and 5,834 vested 2/25/2008.

3. 3,048 vested 3/3/2007, 3,049 vested 3/3/2008, and 3,049 vested 3/3/2009.

4. 2,955 vested 2/26/2008, 2,955 vested 2/26/2009, and 2,956 vested 2/26/2010.

5. 2,851 vested 2/25/2009, 2,851 vested 2/25/2010, and 2,852 will vest 2/25/2011.

6. 5,477 vested 2/23/2010, 5,477 will vest 2/23/2011, and 5,477 will vest 2/23/2012.

7. 3,734 will vest on 2/23/2011, 3,734 will vest on 2/23/2012, and 3,735 will vest on 2/23/2013.

8. Vesting is subject to applicable grant agreement and compensation committee certification that the Company met the three year performance measure. The specific performance measure is based on an improvement in the Company's Economic Value Added over the three year period.

9. 1-for-1

Remarks:

	Cher S. Lawrence, Attorney-in-Fact for Mr. Rory L. Miller	01/04/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.