Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WILLIAMS COMPANIES INC
   2. Issuer Name and Ticker or Trading Symbol
Williams Partners L.P. [WPZ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
ONE WILLIAMS CENTER		 3. Date of Earliest Transaction (Month/Day/Year)
02/28/2014
(Street)

TULSA, OK 74172		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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

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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 Underlying Securities
(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 of Derivative Security: 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 D Units (1) (2) 02/28/2014   A   25,577,521     (2)   (2) Common Units 25,577,521 (2) 25,577,521 D (1) (3)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WILLIAMS COMPANIES INC
ONE WILLIAMS CENTER
TULSA, OK 74172		   X   X    
WILLIAMS GAS PIPELINE CO LLC
ONE WILLIAMS CENTER
TULSA, OK 74172		   X   X    

Signatures

 Sarah C. Miller Corporate Secretary, The Williams Companies Inc.   03/04/2014
**Signature of Reporting Person Date
 Sarah C. Miller, Corporate Secretary, Williams Gas Pipeline Company, LLC   03/04/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) On February 28, 2014, Williams Partners L.P. (the "Partnership") acquired certain subsidiaries of The Williams Companies, Inc. ("Williams") that hold currently in-service Alberta, Canada operations, together with related intercompany debt ("Contributed Interests"). In exchange for the contributed Interests, Williams' wholly-owned subsidiary, Williams Gas Pipeline Company, LLC ("WGP"), received 25,577,521 Class D Units representing limited partner interests in the Partnership (the "Transaction").
(2) The 25,577,521 Class D Units are convertible into Common Units on a one-for-one basis at the election of the holder or the Partnership, on a business day after the record date for the distribution on Common Units for the fiscal quarter ending December 31, 2015, pursuant to the Amended and Restated Agreement of Limited Partnership dated as of August 23, 2005, as amended of the Issuer.
(3) Following the Transaction, Williams indirectly beneficially owns (a) 279,472,444 common units held by WGP (b) the incentive distribution rights in the Partnership (c) the 2% general partner interest in the Partnership and (d) the 25,577,521 Class D Units.

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