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 *
HILL RALPH A
   2. Issuer Name and Ticker or Trading Symbol
WILLIAMS COMPANIES INC [WMB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. Vice President E&P
(Last)
(First)
(Middle)
ONE WILLIAMS CENTER		 3. Date of Earliest Transaction (Month/Day/Year)
02/25/2008
(Street)

TULSA, OK 74172		 4. If Amendment, Date 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
(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
Common Stock (1) 02/25/2008   M   12,023 A $ 36.5 12,023 D  
Common Stock 02/25/2008   F   3,894 D $ 36.5 8,129 D  
Common Stock (2) 02/26/2008   S   8,129 D $ 36.2 0 D  
Common Stock               26,712 I By Trust (3)

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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
Restricted Stock Units $ 36.5 02/25/2008   M     12,023 02/25/2008 02/25/2008 Common Stock 12,023 $ 36.5 136,088 D  
Restricted Stock Units $ 36.5 02/25/2008   A   15,132   02/25/2011 02/25/2011 Common Stock 15,132 $ 36.5 151,220 D  
Restricted Stock Units (4) $ 36.5 02/25/2008   A   30,264   02/25/2011 02/25/2011 Common Stock 30,264 $ 36.5 181,484 D  
Employee Options (Right to Buy) $ 36.5 02/25/2008   A   12,862   02/25/2009 02/25/2018 Common Stock 12,862 $ 36.5 227,823 D  
Employee Options (Right to Buy) $ 36.5 02/25/2008   A   12,862   02/25/2010 02/25/2018 Common Stock 12,862 $ 36.5 240,685 D  
Employee Options (Right to Buy) $ 36.5 02/25/2008   A   12,863   02/25/2011 02/25/2018 Common Stock 12,863 $ 36.5 253,548 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HILL RALPH A
ONE WILLIAMS CENTER
TULSA, OK 74172		       Sr. Vice President E&P  

Signatures

 Cher S. Lawrence, Attorney-in-Fact for Ralph A. Hill   02/27/2008
**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) Payout of Restricted Stock Units (formerly referred to as Deferred Stock) in transaction exempt under Rules 16b-3(d) and 16b-6(b) of 12,023 shares of common stock awarded under The Williams Companies, Inc. 2002 Incentive Plan of which 3,894 shares were withheld for taxes.
(2) Represents shares sold pursuant to a 10b5-1 plan entered into by Reporting Person and Broker on August 23, 2007.
(3) Represents total shares of the Company's common stock held in The Investment Plus Plan.
(4) Vesting 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 an improvement in the Company's Economic Value Added over the three year period.

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