Ownership Submission
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, 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 *
  Miller Rory Lee
2. Date of Event Requiring Statement (Month/Day/Year)
01/03/2011
3. Issuer Name and Ticker or Trading Symbol
WILLIAMS COMPANIES INC [WMB]
(Last)
(First)
(Middle)
ONE WILLIAMS CENTER
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 Original Filed(Month/Day/Year)
(Street)

TULSA, OK 74172
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.

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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Miller Rory Lee
ONE WILLIAMS CENTER
TULSA, OK 74172
      Sr. Vice President - Midstream  

Signatures

Cher S. Lawrence, Attorney-in-Fact for Mr. Rory L. Miller 01/04/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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

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