WILLIAMS COMPANIES, INC. — Director's Dealing 2012

Feb 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIAMS COMPANIES INC (WMB)
CIK: 0000107263
Period of Report: 2012-02-23

Reporting Person: Barnard Randall Lee (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-23	Common Stock	M	16897	$29.06	Acquired	23636	Direct
2012-02-23	Common Stock	F	4539	$29.06	Disposed	19097	Direct
2012-02-23	Common Stock	M	15112	$29.06	Acquired	34209	Direct
2012-02-23	Common Stock	F	3998	$29.06	Disposed	30211	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-23	Restricted Stock Units	$0.00	A	7452	Acquired	2012-02-23	Common Stock (7452)	Direct
2012-02-23	Restricted Stock Units	$0.00	M	16897	Disposed	2012-02-23	Common Stock (16897)	Direct
2012-02-23	Restricted Stock Units	$0.00	M	15112	Disposed	2012-02-23	Common Stock (15112)	Direct

Footnotes

F1: Payout of Restricted Stock Units, in a transaction exempt under Rules 16b-3(d) and 16b-6(b), of shares of common stock awarded under The Williams Companies, Inc. 2007 Incentive Plan of which a portion of the shares were withheld for taxes.

F2: Represents restricted stock units acquired pursuant to the 2009 performance-based RSU grant agreement resulting from the performance of defined relative and absolute Total Shareholder Return ("TSR") metrics, as certified by the compensation committee.