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 *
  Rainey Craig L
 2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2011		 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)
SVP & General Counsel
 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 4,350
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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
Stock Options (Right to Buy) 03/03/2009 03/03/2016 Common Stock 2,846 $ 21.67 D  
Stock Options (Right to Buy) 02/26/2009 02/26/2017 Common Stock 3,101 $ 28.3 D  
Stock Options (Right to Buy) 02/26/2010 02/26/2017 Common Stock 3,101 $ 28.3 D  
Stock Options (Right to Buy) 02/25/2009 02/25/2018 Common Stock 2,534 $ 36.5 D  
Stock Options (Right to Buy) 02/25/2010 02/25/2018 Common Stock 2,535 $ 36.5 D  
Stock Options (Right to Buy) 02/25/2011 02/25/2018 Common Stock 2,535 $ 36.5 D  
Stock Options (Right to Buy) 02/23/2010 02/23/2019 Common Stock 4,861 $ 10.86 D  
Stock Options (Right to Buy) 02/23/2011 02/23/2019 Common Stock 4,861 $ 10.86 D  
Stock Options (Right to Buy) 02/23/2012 02/23/2019 Common Stock 4,861 $ 10.86 D  
Stock Options (Right to Buy) 02/23/2011 02/23/2020 Common Stock 3,314 $ 21.22 D  
Stock Options (Right to Buy) 02/23/2012 02/23/2020 Common Stock 3,314 $ 21.22 D  
Stock Options (Right to Buy) 02/23/2013 02/23/2020 Common Stock 3,315 $ 21.22 D  
Stock Options (Right to Buy) 02/24/2012 02/24/2021 Common Stock 3,529 $ 29.73 D  
Stock Options (Right to Buy) 02/24/2013 02/24/2021 Common Stock 3,529 $ 29.73 D  
Stock Options (Right to Buy) 02/24/2014 02/24/2021 Common Stock 3,530 $ 29.73 D  
Restricted Stock Units (1) 02/23/2012 02/23/2012 Common Stock 5,730 $ (2) D  
Restricted Stock Units (1) 02/23/2013 02/23/2013 Common Stock 3,678 $ (2) D  
Restricted Stock Units (1) 02/24/2014 02/24/2014 Common Stock 3,541 $ (2) D  
Restricted Stock Units (3) 02/23/2012 02/23/2012 Common Stock 9,167 $ (2) D  
Restricted Stock Units (3) 02/23/2013 02/23/2013 Common Stock 5,885 $ (2) D  
Restricted Stock Units (3) 02/24/2014 02/24/2014 Common Stock 5,666 $ (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rainey Craig L
ONE WILLIAMS CENTER
TULSA, OK 74172		       SVP & General Counsel  

Signatures

Cher S. Lawrence, Attorney-in Fact for Craig L. Rainey 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) Vesting is subject to applicable grant agreement and compensation committee certification that the Company has met the three year performance measure. The specific performance measure will be based on total shareholder return with absolute and relative dependent measures.
(2) 1-for-1
(3) Represents the right of the reporting person to receive Common Stock under the terms of The Williams Companies, Inc. 2007 Incentive Plan at the end of a deferral period in transactions exempt under Ruld 16b-3(d)(1).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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