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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1933For the fiscal year ended
    December 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 1-32599
 Williams Partners
    L.P.
 (Exact name of Registrant as
    Specified in Its Charter)
  Delaware(State or Other Jurisdiction
    of
    Incorporation or Organization)

20-2485124(IRS Employer
    Identification No.)One Williams Center, Tulsa, Oklahoma(Address of Principal
    Executive Offices)

74172-0172(Zip
    Code)  918-573-2000
 (Registrants Telephone
    Number, Including Area Code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Units

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
 (Title of Class)
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
    Large accelerated filer
    þ

Accelerated filer
    o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller Reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
    None




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##### 





WILLIAMS
    PARTNERS L.P.FORM 10-K
    TABLE OF CONTENTS
   
 PagePART IItems 1 and 2.


Business and Properties


1Website Access to Reports and Other
    Information


1General


1Recent Events


2Financial Information About Segments


3Narrative Description of Businesses


3Gathering and Processing  West
    Segment


3Gathering and Processing  Gulf
    Segment


9NGL Services Segment


14Safety and Maintenance


17FERC Regulation


18Environmental Regulation


19Title to Properties and Rights-of-Way


22Employees


23Financial Information about Geographic Areas


23Item 1A.


Risk Factors


23Forward-Looking Statements/Risk Factors and
    Cautionary Statement


23Item 1B.


Unresolved Staff Comments


45Item 3.


Legal Proceedings


45Item 4.


Submission of Matters to a Vote of Security
    Holders


45PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


46Item 6.


Selected Financial and Operational Data


48Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


50Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


78Item 8.


Financial Statements and Supplementary Data


81Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


118Item 9A.


Controls and Procedures


118Item 9B.


Other Information


118PART IIIItem 10.


Directors and Executive Officers of the
    Registrant


118Item 11.


Executive Compensation


126Item 12.


Security Ownership of Certain Beneficial Owners
    and Management


129Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


132Item 14.


Principal Accountant Fees and Services


140PART IVItem 15.


Exhibits and Financial Statement Schedules


141Computation of Ratio of Earnings to Fixed ChargesList of SubsidiariesConsent of Ernst & Young LLPConsent of Ernst & Young LLPPower of Attorney together with Certified ResolutionRule 13a-14(a)/15d-14(a) Certification of CEORule 13a-14(a)/15d-14(a) Certification of CFOSection 1350 Certification of CEO and CFOPre-Approval Policy with Respect to Audit and Non-Audit ServicesWilliams Partners GP LLC Financial Statements




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DEFINITIONS
    Barrel:
  Bcf/d:
  bpd:
  British Thermal Units (Btu):
  BBtu/d:
  Dth:
  ¢/MMBtu:
  MMBtu:
  MMBtu/d:
  MMcf:
  MMcf/d:
  NGLs:
  Recompletions:
  Throughput:
  Workover:




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WILLIAMS
    PARTNERS L.P.FORM 10-K
  PART I
  Items 1
    and 2.
    Business
    and Properties   WEBSITE
    ACCESS TO REPORTS AND OTHER INFORMATION  Form 10-K, Form 10-Q, Form 8-K and/or 1-800-SEC-0330. http://www.sec.gov.
  http://www.williamslp.com Form 10-K, Form 10-Q, Form 8-K
  918-573-2000.
 GENERAL      
    Gathering and Processing 
    West.  This segment includes a 100% interest in
    Williams Four Corners LLC (Four Corners) and ownership interests
    in Wamsutter, consisting of (i) 100% of the Class A
    limited liability company membership interests and (ii) 50%
    of the initial Class C units (or 20 Class C units)
    representing limited liability company membership interests in
    Wamsutter (together, the Wamsutter Ownership Interests). Four
    Corners owns a 4,200-mile natural gas gathering system, 1




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including three natural gas processing plants and two natural
    gas treating plants, located in the San Juan Basin in
    Colorado and New Mexico. Wamsutter owns an approximate
    1,700-mile natural gas gathering system, including a natural gas
    processing plant, located in the Washakie Basin in Wyoming. The
    Four Corners and Wamsutter assets generate revenues by providing
    natural gas gathering, transporting, processing and treating
    services to customers under a range of contractual arrangements.  
    Gathering and Processing 
    Gulf.  This segment includes our equity investment
    in Discovery and the Carbonate Trend gathering pipeline. We own
    a 60% interest in Discovery, which is operated by Williams.
    Discovery owns an integrated natural gas gathering and
    transportation pipeline system extending from offshore in the
    Gulf of Mexico to a natural gas processing plant and a natural
    gas liquids fractionator in Louisiana. Our Carbonate Trend
    gathering pipeline is an unregulated sour gas gathering pipeline
    off the coast of Alabama. These assets generate revenues by
    providing natural gas gathering, transporting and processing
    services and integrated natural gas fractionating services to
    customers under a range of contractual arrangements.
    NGL Services.  This segment includes three
    integrated natural gas liquids storage facilities and a 50%
    undivided interest in a natural gas liquids fractionator near
    Conway, Kansas. These assets generate revenues by providing
    stand-alone natural gas liquids fractionation and storage
    services using various fee-based contractual arrangements where
    we receive a fee or fees based on actual or contracted
    volumetric measures.       RECENT
    EVENTS  Conversion of Subordinated Units.
  Acquisition of Wamsutter Ownership
    Interests.
  
    Issuance of Common Units.  We sold 9,250,000
    common units in an underwritten public offering for $37.75 per
    common unit. We received net proceeds of approximately
    $335.2 million from the sale of the common units after
    deducting underwriting discounts but before estimated offering
    expenses. On January 9, 2008, we sold an additional 800,000
    common units to the underwriters upon the underwriters
    partial exercise of their option to purchase additional common
    units.
    Issuance of Common Units to Williams.  We
    issued approximately $157.2 million of common units, or
    4,163,527 common units, to Williams at a price per common unit
    of $37.75. On January 9, 2008, we used the net proceeds
    from the partial exercise of the underwriters option to
    redeem 800,000 common units from Williams at a price per common
    unit of $36.24 ($37.75, net of underwriter discount). 2




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
    Increase in General Partners Capital
    Account.  Our general partner contributed
    approximately $10.3 million to allow it to maintain its 2%
    general partner interest.
    Term Loan.  We borrowed $250.0 million
    under the term loan provisions of our new credit facility
    discussed below.  Williams Partners L.P.s. New Credit
    Facility.
  Wamsutters $20.0 million revolving credit
    facility.
  Ignacio gas processing plant fire.
  Additional Investment in Discovery.
  Conversion of Class B Units.
 FINANCIAL
    INFORMATION ABOUT SEGMENTS   NARRATIVE
    DESCRIPTION OF BUSINESS   Gathering
    and Processing  West    Four
    Corners  General
    
    A 4,200-mile natural gas gathering system in the San Juan
    Basin in New Mexico and Colorado with a capacity of two Bcf/d;
    the Ignacio natural gas processing plant in Colorado and the
    Kutz and Lybrook natural gas processing plants in New Mexico,
    which have a combined processing capacity of
    760 MMcf/d; and
    the Milagro and Esperanza natural gas treating plants in New
    Mexico, which have a combined carbon dioxide treating capacity
    of
    750 MMcf/d.   3




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Four
    Corners Natural Gas Gathering System
    
    4,200 miles of
    2-inch to
    30-inch
    diameter natural gas gathering pipelines with capacity of two
    Bcf/d and approximately 6,400 receipt points; and
    Over 400,000 horsepower of compression comprised of distributed
    gathering compression, major gathering station compression and
    plant compression. A substantial portion of this compression is
    operated by a third-party.    Four
    Corners Processing and Treating Plants
  Natural
    Gas Processing Plants
  760 MMcf/d
  450 MMcf/d. Mid-America
  310 MMcf/d.
 4




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Treating
    Plants
  750 MMcf/d.
  Four
    Corners Customers and Contracts
  Customers.
  Contracts. per-unit
  
    Keep-whole.  Under keep-whole contracts, we
    (1) process natural gas produced by customers,
    (2) retain some or all of the extracted NGLs as
    compensation for our services, (3) replace the Btu content
    of the retained NGLs that were extracted during processing with
    natural gas purchases, also known as shrink replacement gas and
    (4) deliver an equivalent Btu content of natural gas for
    customers at the plant outlet. We, in turn, sell the retained
    NGLs to a subsidiary of Williams, which serves as a purchaser
    for those NGLs at market prices. For the year ended
    December 31, 2007, 36% of Four Corners processing
    volumes were under keep-whole contracts.
    Percent-of-liquids.  Under percent-of-liquids
    processing contracts, we (1) process natural gas produced
    by customers, (2) deliver to customers an
    agreed-upon
    percentage of the extracted NGLs, (3) retain a portion of
    the extracted NGLs as compensation for our services and
    (4) deliver natural gas to customers at the plant outlet.
    Under this type of contract, we are not required to replace the
    Btu content of the retained NGLs that were extracted during
    processing. We sell the retained NGLs to a subsidiary of
    Williams, which serves as a purchaser for those NGLs at market
    prices. For the year ended December 31, 2007, 12% of Four
    Corners processing volumes were under percent-of-liquids
    contracts.
    Fee-based.  Under fee-based contracts, we
    receive revenue based on the volume of natural gas processed and
    the per-unit
    fee charged, and retain none of the extracted NGLs. For the year
    ended December 31, 2007, 14% of Four Corners
    processing volumes were under fee-based contracts.
    Fee-based and keep-whole.  These contracts have
    both a
    per-unit fee
    component and a keep-whole component. The relative proportions
    of the fee component and the keep-whole component vary from
    contract to contract, with the keep-whole component never
    consisting of more than 50% of the total extracted NGLs. For the
    year ended December 31, 2007, 38% of the Four Corners
    processing volumes were under these fee-based and keep-whole
    contracts.   5




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Four
    Corners Competition
    Four
    Corners Gas Supply
  and/or
  Wamsutter 
    General
    
    an approximate 1,700-mile natural gas gathering system in the
    Washakie Basin, which is located in south-central Wyoming, that
    currently connects approximately 1,720 wells, with a
    typical operating capacity of approximately
    500 MMcf/d
    at current operating pressures; and
    the Echo Springs natural gas processing plant in Sweetwater
    County, Wyoming, which has
    390 MMcf/d
    of inlet cryogenic processing capacity and NGL production
    capacity of 30,000 bpd.      Wamsutter
    Natural Gas Gathering System
    
    Approximately 1,700 miles of
    2-inch to
    20-inch
    diameter natural gas gathering pipelines with approximately
    1,720 wells currently connected and
    450 MMcf/d
    in gathered volumes; and
    Wamsutters 13 operating gathering compression units that
    provide approximately 41,000 horsepower of gathering compression. 6




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Wamsutter
    Processing Plant
  390 MMcf/d
  80 MMcf/d 80 MMcf/d,
    Wamsutter
    Customers and Contracts
         7




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Wamsutter
    Competition
  150 MMcf/d 40 MMcf/d 250 MMcf/d
  Wamsutter
    LLC Agreement
  Overview
    Cash
    Distribution Policy
      
    First, an amount equal to $17.5 million per quarter to us
    as the holder of the Class A membership interests;
    Second, an amount equal to the amount the distribution to us as
    the Class A membership interests in prior quarters of the
    current distribution year was less than $17.5 million per
    quarter to the holder of the Class A membership
    interests; and
    Third, 5% of remaining available cash shall be distributed to us
    as the holder of the Class A membership interests, and 95%
    shall be distributed to the holders of the Class C units,
    on a pro rata basis.     8




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Capital
    Investments
      Governance
   Gathering
    and Processing  Gulf    Discovery 
    General
    
    a 283-mile
    natural gas gathering and transportation pipeline system,
    located primarily off the coast of Louisiana in the Gulf of
    Mexico, with a mainline capacity, certified by the Federal
    Energy Regulatory Commission (the FERC), of approximately
    600 MMcf/d
    with six delivery points connected to major interstate and
    intrastate pipeline systems;
    a cryogenic natural gas processing plant in Larose,
    Louisiana; and
    a fractionator in Paradis, Louisiana.   9




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Discovery
    Natural Gas Pipeline System
  Transportation and Gathering Natural Gas
    Pipeline. 105-mile, 30-inch 600 MMcf/d.
    Shallow Water/Onshore Gathering.
  
    90 miles of offshore laterals with connections to the
    mainline. The FERC regulates 60 miles of these shallow
    water laterals;
    a fixed-leg shelf production handling facility installed at
    Grand Isle 115. The platform facility allows for the injection
    of gas and condensate into the pipeline and is equipped with two
    production handling facilities; and
    a five-mile
    onshore gathering lateral that extends from a production area
    north of the Larose gas processing plant directly to the plant.
    The FERC does not regulate this lateral.    Deepwater Gathering. 35-mile 200 MMcf/d.
  Larose
    Gas Processing Plant
  600 MMcf/d.
  Paradis
    Fractionation Facility
  22-mile
 10




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Discovery
    Management
    Discovery
    Customers and Contracts
  Customers.
    Contracts.
      
    Fee-based.  Under fee-based contracts,
    Discovery receives revenue based on the volume of natural gas
    processed and the
    per-unit fee
    charged. 11




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
    Percent-of-liquids.  Under percent-of-liquids
    gas processing contracts, Discovery (1) processes natural
    gas for customers, (2) delivers to customers an agreed upon
    percentage of the NGLs extracted in processing and
    (3) retains a portion of the extracted NGLs. Discovery
    generates revenue from the sale of these retained NGLs to a
    subsidiary of Williams at market prices. Some of
    Discoverys contracts have a bypass option,
    which is explained below under  Operation and
    Contract Optimization.
    Keep-whole contracts.  Under keep-whole
    contracts, Discovery pays a fee to the customer to process their
    gas and Discovery receives all of the extracted NGLs. Discovery
    also sells these NGLs to a subsidiary of Williams at market
    prices and replaces the shrink removed from the gas stream. The
    term of these contracts are typically less than one year in
    length.    Operation
    and Contract Optimization
      Competition
    Gas
    Supply
   12




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Third-Party
    Pipeline Supply
    Carbonate
    Trend Pipeline  General
  120 MMcf/d. 22 MMcf/d.
      Carbonate
    Trend Customers and Contracts
  Customers.
  Contracts.
 13




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Competition
    Gas
    Supply
   NGL
    Services    
    three integrated NGL storage facilities; and
    a 50% interest in an NGL fractionator.    Conway
    Storage Assets
      Conway West.
  Conway East.
  Mitchell.
 14




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Conway
    Storage Competition
      NGL
    Sources and Transportation Options
      Operating
    Supply Management
      The
    Conway Fractionation Facility
     15




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Conway
    Fractionation Competition
      Mixed
    NGL Sources
    NGL
    Transportation Options
    Customers
    and Contracts
  Customers.
  Contracts.
 16




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case-by-case
    per-unit
 Safety
    and Maintenance    30-inch 18-inch
     17




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FERC
    Regulation  Discovery
  105-mile operator
   18




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case-by-case
    Other
       Environmental
    Regulation  General
       19




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Air
    Emissions
    Hazardous
    Substances and Waste
         20




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Water
    Hazardous
    Materials Transportation Requirements
    Kansas
    Department of Health and Environment Obligations
      on-site
 21




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Title to
    Properties and Rights-of-Way     22




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Employees   FINANCIAL
    INFORMATION ABOUT GEOGRAPHIC AREAS    Item 1A.
    Risk
    Factors FORWARD-LOOKING
    STATEMENTS/RISK FACTORS AND CAUTIONARY STATEMENT      
    amounts and nature of future capital expenditures;
    expansion and growth of our business and operations;
    business strategy;
    cash flow from operations;
    seasonality of certain business segments; and
    natural gas liquids and gas prices and demand.    
    We may not have sufficient cash from operations to enable us to
    pay the minimum distribution following establishment of cash
    reserves and payment of fees and expenses, including payments to
    our general partner. 23




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
    Because of the natural decline in production from existing wells
    and competitive factors, the success of our gathering and
    transportation businesses depends on our ability to connect new
    sources of natural gas supply, which is dependent on factors
    beyond our control. Any decrease in supplies of natural gas
    could adversely affect our business and operating results.
    Lower natural gas and oil prices could adversely affect our
    fractionation and storage businesses.
    Our processing, fractionation and storage businesses could be
    affected by any decrease in NGL prices or a change in NGL prices
    relative to the price of natural gas.
    We depend on certain key customers and producers for a
    significant portion of our revenues and supply of natural gas
    and NGLs. The loss of any of these key customers or producers
    could result in a decline in our revenues and cash available to
    pay distributions.
    If third-party pipelines and other facilities interconnected to
    our pipelines and facilities become unavailable to transport
    natural gas and NGLs or to treat natural gas, our revenues and
    cash available to pay distributions could be adversely affected.
    We do not own all of the interests in Wamsutter, the Conway
    fractionator or Discovery, which could adversely affect our
    ability to operate and control these assets in a manner
    beneficial to us.
    Our results of storage and fractionation operations are
    dependent upon the demand for propane and other NGLs. A
    substantial decrease in this demand could adversely affect our
    business and operating results.
    Discovery and Wamsutter may reduce their cash distributions to
    us in some situations.
    Discoverys interstate tariff rates are subject to review
    and possible adjustment by federal regulators, which could have
    a material adverse effect on our business and operating results.
    Discoverys interstate tariff rates and terms and
    conditions are subject to changes in policy by federal
    regulators, which could have a material adverse effect on our
    business and operating results.
    We do not operate all of our assets. This reliance on others to
    operate our assets and to provide other services could adversely
    affect our business and operating results.
    Our partnership agreement limits our general partners
    fiduciary duties to unitholders and restricts the remedies
    available to unitholders for actions taken by our general
    partner that might otherwise constitute breaches of fiduciary
    duty.
    Williams public indentures and our credit facility contain
    financial and operating restrictions that may limit our access
    to credit. In addition, our ability to obtain credit in the
    future will be affected by Williams credit ratings.
    Our future financial and operating flexibility may be adversely
    affected by restrictions in our indentures and by our leverage.
    We have a holding company structure in which our subsidiaries
    conduct our operations and own our operating assets, which may
    affect our ability to make payments on our debt obligations and
    distributions on our common units.
    Common units held by Williams eligible for future sale may have
    adverse effects on the price of our common units.
    Williams controls our general partner, which has sole
    responsibility for conducting our business and managing our
    operations. Our general partner and its affiliates have
    conflicts of interests with us and limited fiduciary duties, and
    they may favor their own interests to the detriment of our
    unitholders.
    Even if unitholders are dissatisfied, they have little ability
    to remove our general partner without its consent. 24




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Risks
    Inherent in Our Business
  We may
    not have sufficient cash from operations to enable us to pay the
    minimum quarterly distribution following establishment of cash
    reserves and payment of fees and expenses, including payments to
    our general partner.
    
    the prices we obtain for our services;
    the prices of, level of production of, and demand for, natural
    gas and NGLs;
    the volumes of natural gas we gather, transport, process and
    treat and the volumes of NGLs we fractionate and store;
    the level of our operating costs, including payments to our
    general partner; and
    prevailing economic conditions.    
    the level of capital expenditures we make;
    the restrictions contained in Williams indentures, our
    indentures and credit facility and our debt service requirements;
    the cost of acquisitions, if any;
    fluctuations in our working capital needs;
    our ability to borrow for working capital or other purposes;
    the amount, if any, of cash reserves established by our general
    partner;
    the amount of cash that each of Discovery and Wamsutter
    distributes to us; and
    reimbursement payments to us by, and credits from, Williams
    under the omnibus agreement.   25




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Because
    of the natural decline in production from existing wells and
    competitive factors, the success of our gathering and
    transportation businesses depends on our ability to connect new
    sources of natural gas supply, which is dependent on factors
    beyond our control. Any decrease in supplies of natural gas
    could adversely affect our business and operating
    results.
    35-mile
    Lower
    natural gas and oil prices could adversely affect our
    fractionation and storage businesses.
      
    worldwide economic conditions;
    weather conditions and seasonal trends; 26




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
    the levels of domestic production and consumer demand;
    the availability of imported natural gas and NGLs;
    the availability of transportation systems with adequate
    capacity;
    the price and availability of alternative fuels;
    the effect of energy conservation measures;
    the nature and extent of governmental regulation and
    taxation; and
    the anticipated future prices of natural gas, NGLs and other
    commodities.  Our
    processing, fractionation and storage businesses could be
    affected by any decrease in NGL prices or a change in NGL prices
    relative to the price of natural gas.
      We
    depend on certain key customers and producers for a significant
    portion of our revenues and supply of natural gas and NGLs. The
    loss of any of these key customers or producers could result in
    a decline in our revenues and cash available to pay
    distributions.
       27




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If
    third-party pipelines and other facilities interconnected to our
    pipelines and facilities become unavailable to transport natural
    gas and NGLs or to treat natural gas, our revenues and cash
    available to pay distributions could be adversely
    affected.
        We do
    not own all of the interests in Wamsutter, the Conway
    fractionator or Discovery, which could adversely affect our
    ability to operate and control these assets in a manner
    beneficial to us.
   28




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Our
    results of storage and fractionation operations are dependent
    upon the demand for propane and other NGLs. A substantial
    decrease in this demand could adversely affect our business and
    operating results.
      Discovery
    and Wamsutter may reduce their cash distributions to us in some
    situations.
  majority-in-interest
    Discoverys
    interstate tariff rates are subject to review and possible
    adjustment by federal regulators, which could have a material
    adverse effect on our business and operating
    results.
   29




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Discoverys
    interstate tariff rates and terms and conditions are subject to
    changes in policy by federal regulators, which could have a
    material adverse effect on our business and operating
    results.
         30




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We do
    not operate all of our assets. This reliance on others to
    operate our assets and to provide other services could adversely
    affect our business and operating results.
    
    the Carbonate Trend pipeline, which is operated by Chevron;
    most of our Four Corners field compression, excluding major
    turbine compressor stations, which are operated by Exterran
    Holdings, Inc. (Exterran); and
    Exterran operates two compression units in the Wamsutter
    gathering field, and Devon Energy Corporation (Devon) owns and
    operates four compressor stations on the Eastern part of the
    Wamsutter gathering system that compress its gas.      Williams
    public indentures and our credit facility contain financial and
    operating restrictions that may limit our access to credit. In
    addition, our ability to obtain credit in the future will be
    affected by Williams credit ratings.
       31




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Our
    future financial and operating flexibility may be adversely
    affected by restrictions in our indentures and by our
    leverage.
      
    make it more difficult for us to satisfy our obligations with
    respect to our senior unsecured notes and our other
    indebtedness, which could in turn result in an event of default
    on such other indebtedness or our outstanding notes;
    impair our ability to obtain additional financing in the future
    for working capital, capital expenditures, acquisitions, general
    corporate purposes or other purposes;
    adversely affect our ability to pay cash distributions to
    unitholders;
    diminish our ability to withstand a downturn in our business or
    the economy generally;
    require us to dedicate a substantial portion of our cash flow
    from operations to debt service payments, thereby reducing the
    availability of cash for working capital, capital expenditures,
    acquisitions, general corporate purposes or other purposes;
    limit our flexibility in planning for, or reacting to, changes
    in our business and the industry in which we operate; and
    place us at a competitive disadvantage compared to our
    competitors that have proportionately less debt.      Discovery
    and Wamsutter are not prohibited from incurring indebtedness,
    which may affect our ability to make distributions to
    unitholders.
    Our
    industry is highly competitive, and increased competitive
    pressure could adversely affect our business and operating
    results.
     32




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Pipeline
    integrity programs and repairs may impose significant costs and
    liabilities on us.
    
    perform ongoing assessments of pipeline integrity;
    identify and characterize applicable threats to pipeline
    segments that could impact a high consequence area;
    improve data collection, integration and analysis;
    repair and remediate the pipeline as necessary; and
    implement preventive and mitigating actions.     33




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We may
    not be able to grow or effectively manage our
    growth.
    
    identify businesses engaged in managing, operating or owning
    pipeline, processing, fractionation and storage assets, or other
    midstream assets for acquisitions, joint ventures and
    construction projects;
    control costs associated with acquisitions, joint ventures or
    construction projects;
    consummate acquisitions or joint ventures and complete
    construction projects;
    integrate any acquired or constructed business or assets
    successfully with our existing operations and into our operating
    and financial systems and controls;
    hire, train and retain qualified personnel to manage and operate
    our growing business; and
    obtain required financing for our existing and new operations.      Our
    operations are subject to operational hazards and unforeseen
    interruptions for which we may not be adequately
    insured.
    
    hurricanes, tornadoes, floods, fires, extreme weather conditions
    and other natural disasters and acts of terrorism;
    damages to pipelines and pipeline blockages;
    leakage of natural gas (including sour gas), NGLs, brine or
    industrial chemicals;
    collapse of NGL storage caverns;
    operator error;
    pollution;
    fires, explosions and blowouts;
    risks related to truck and rail loading and unloading; and
    risks related to operating in a marine environment.   34




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##### Table of Contents



We do
    not own all of the land on which our pipelines and facilities
    are located, which could disrupt our operations.
  right-of-way rights-of-way. rights-of-way
  Our
    operations are subject to governmental laws and regulations
    relating to the protection of the environment, which may expose
    us to significant costs and liabilities.
    
    the Federal Clean Air Act and analogous state laws, which impose
    obligations related to air emissions;
    the Federal Water Pollution Control Act of 1972, as renamed and
    amended as the Clean Water Act (CWA) and analogous state laws,
    which regulate discharge of wastewaters from our facilities to
    state and federal waters;
    the Federal Comprehensive Environmental Response, Compensation,
    and Liability Act, also known as CERCLA or the Superfund law,
    and analogous state laws that regulate the cleanup of hazardous
    substances that may have been released at properties currently
    or previously owned or operated by us or locations to which we
    have sent wastes for disposal; and
    the Federal Resource Conservation and Recovery Act, also known
    as RCRA, and analogous state laws that impose requirements for
    the handling and discharge of solid and hazardous waste from our
    facilities.   35




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##### Table of Contents



Massachusetts, et al. v. EPA
  The
    natural gas gathering operations in the San Juan Basin and
    Washakie Basin may be subjected to regulation by the state of
    New Mexico, which could negatively affect our revenues and cash
    flows.
   36




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##### Table of Contents



Potential
    changes in accounting standards might cause us to revise our
    financial results and disclosures in the future.
    Terrorist
    attacks have resulted in increased costs, and attacks directed
    at our facilities or those of our suppliers and customers could
    disrupt our operations.
      We are
    exposed to the credit risk of our customers and our credit risk
    management may not be adequate to protect against such
    risk.
  and/or and/or
  Risks
    Inherent in an Investment in Us
  We
    have a holding company structure in which our subsidiaries
    conduct our operations and own our operating assets, which may
    affect our ability to make payments on our debt obligations and
    distributions on our common units.
   37




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##### Table of Contents



Common
    units held by Williams eligible for future sale may have adverse
    effects on the price of our common units.
    Williams
    controls our general partner, which has sole responsibility for
    conducting our business and managing our operations. Our general
    partner and its affiliates have conflicts of interest with us
    and limited fiduciary duties, and they favor their own interests
    to the detriment of our unitholders.
  and/or
  
    neither our partnership agreement nor any other agreement
    requires Williams or its affiliates to pursue a business
    strategy that favors us. Williams directors and officers
    have a fiduciary duty to make decisions in the best interests of
    the owners of Williams, which may be contrary to ours;
    our general partner determines the amount and timing of our cash
    reserves, asset purchases and sales, capital expenditures,
    borrowings and issuances of additional partnership securities,
    each of which can affect the amount of cash that is distributed
    to our unitholders;
    our general partner determines the amount and timing of any
    capital expenditures, and, based on the applicable facts and
    circumstances, whether a capital expenditure is classified as a
    maintenance capital expenditure, which reduces operating
    surplus, or an expansion capital expenditure or investment
    capital expenditure, neither of which reduces operating surplus.
    This determination can affect the amount of cash that is
    distributed to our unitholders and to our general partner in
    respect of the incentive distribution rights;
    in some instances, our general partner may cause us to borrow
    funds in order to permit the payment of cash distributions, even
    if the purpose or effect of the borrowing is to make a
    distribution on the subordinated units, to make incentive
    distributions;
    our general partner determines which costs incurred by it and
    its affiliates are reimbursable by us;
    our partnership agreement does not restrict our general partner
    from causing us to pay it or its affiliates for any services
    rendered to us or entering into additional contractual
    arrangements with any of these entities on our behalf;
    our general partner intends to limit its liability regarding our
    contractual and other obligations and in some circumstances is
    required to be indemnified by us;
    our general partner may exercise its limited right to call and
    purchase common units if it and its affiliates own more than 80%
    of the common units; 38




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##### Table of Contents




    our general partner controls the enforcement of obligations owed
    to us by it and its affiliates; and
    our general partner decides whether to retain separate counsel,
    accountants or others to perform services for us.  Our
    partnership agreement limits our general partners
    fiduciary duties to unitholders and restricts the remedies
    available to unitholders for actions taken by our general
    partner that might otherwise constitute breaches of fiduciary
    duty.
    
    permits our general partner to make a number of decisions in its
    individual capacity, as opposed to in its capacity as our
    general partner. This entitles our general partner to consider
    only the interests and factors that it desires, and it has no
    duty or obligation to give any consideration to any interest of,
    or factors affecting, us, our affiliates or any limited partner.
    Examples include the exercise of its limited call right, its
    voting rights with respect to the units it owns, its
    registration rights and its determination whether or not to
    consent to any merger or consolidation of the partnership or
    amendment to the partnership agreement;
    provides that our general partner will not have any liability to
    us or our unitholders for decisions made in its capacity as a
    general partner so long as it acted in good faith, meaning it
    believed the decision was in the best interests of our
    partnership;
    generally provides that affiliate transactions and resolutions
    of conflicts of interest not approved by the conflicts committee
    of the board of directors of our general partner and not
    involving a vote of unitholders must be on terms no less
    favorable to us than those generally being provided to or
    available from unrelated third parties or be fair and
    reasonable to us, as determined by our general partner in
    good faith, and that, in determining whether a transaction or
    resolution is fair and reasonable, our general
    partner may consider the totality of the relationships between
    the parties involved, including other transactions that may be
    particularly advantageous or beneficial to us; and
    provides that our general partner, its affiliates and their
    officers and directors will not be liable for monetary damages
    to us or our limited partners or assignees for any acts or
    omissions unless there has been a final and non-appealable
    judgment entered by a court of competent jurisdiction
    determining that our general partner or those other persons
    acted in bad faith or engaged in fraud or willful misconduct.    Even
    if unitholders are dissatisfied, they have little ability to
    remove our general partner without its consent.
    2 3
 39




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##### Table of Contents



The
    control of our general partner may be transferred to a third
    party without unitholder consent.
    Increases
    in interest rates may cause the market price of our common units
    to decline.
  50-year
  We may
    issue additional common units without unitholder approval, which
    would dilute unitholder ownership interests.
    
    our unitholders proportionate ownership interest in us
    will decrease;
    the amount of cash available to pay distributions on each unit
    may decrease;
    the ratio of taxable income to distribution may decrease;
    the relative voting strength of each previously outstanding unit
    may be diminished; and
    the market price of the common units may decline.  Affiliates
    of our general partner, including Williams and Williams Pipeline
    Partners, are not limited in their ability to compete with us.
    Williams is also not obligated to offer us the opportunity to
    acquire additional assets or businesses from it, which could
    limit our commercial activities or our ability to grow. In
    addition, all of the executive officers and certain of the
    directors of our general partner are also officers and/or
    directors of Williams and Williams Pipeline Partners
    general partner, and these persons will also owe fiduciary
    duties to those entities.
  and/or
 40




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##### Table of Contents



Our
    general partner has a limited call right that may require
    unitholders to sell their common units at an undesirable time or
    price.
    Our
    partnership agreement restricts the voting rights of unitholders
    owning 20% or more of our common units.
    Cost
    reimbursements due to our general partner and its affiliates
    will reduce cash available to pay distributions to
    unitholders.
    Your
    liability may not be limited if a court finds that unitholder
    action constitutes control of our business.
    
    we were conducting business in a state but had not complied with
    that particular states partnership statute; or
    your right to act with other unitholders to remove or replace
    the general partner, to approve some amendments to our
    partnership agreement or to take other actions under our
    partnership agreement constitute control of our
    business. 41




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##### Table of Contents



Unitholders
    may have liability to repay distributions that were wrongfully
    distributed to them.
  Section 17-607
  Holders
    of our common units have limited voting rights and are not
    entitled to elect our general partner or its directors, which
    could reduce the price at which the common units will
    trade.
    Tax
    Risks
  Our
    tax treatment depends on our status as a partnership for federal
    income tax purposes, as well as our not being subject to a
    material amount of entity-level taxation by states and
    localities. If the IRS were to treat us as a corporation or if
    we were to become subject to a material amount of entity-level
    taxation for state or local tax purposes, then our cash
    available for distribution to unitholders would be substantially
    reduced.
       42




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##### Table of Contents



The
    tax treatment of publicly traded partnerships or an investment
    in our common units could be subject to potential legislative,
    judicial or administrative changes and differing
    interpretations, possibly on a retroactive basis.
    We
    prorate our items of income, gain, loss and deduction between
    transferors and transferees of the common units each month based
    upon the ownership of the units on the first day of each month,
    instead of on the basis of the date a particular unit is
    transferred.
    An IRS
    contest of the federal income tax positions we take may
    adversely impact the market for the common units, and the costs
    of any contest will reduce our cash available for distribution
    to our unitholders and our general partner.
   43




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##### Table of Contents



Unitholders
    will be required to pay taxes on their share of our income even
    if unitholders do not receive any cash distributions from
    us.
    The
    tax gain or loss on the disposition of the common units could be
    different than expected.
    Tax-exempt
    entities and foreign persons face unique tax issues from owning
    common units that may result in adverse tax consequences to
    them.
  non-U.S. persons non-U.S. persons non-U.S. persons
  We
    will treat each purchaser of common units as having the same tax
    benefits without regard to the actual common units purchased.
    The IRS may challenge this treatment, which could adversely
    affect the value of the common units.
    Unitholders
    will likely be subject to state and local taxes and return
    filing requirements as a result of investing in our common
    units.
   44




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##### Table of Contents



The
    sale or exchange of 50% or more of the total interest in our
    capital and profits during any
    12-month
    period will result in the termination of our partnership for
    federal income tax purposes.
  12-month
  We
    have adopted certain valuation methodologies that may result in
    a shift of income, gain, loss and deduction between the general
    partner and the unitholders. The IRS may challenge this
    treatment, which could adversely affect the value of the common
    units.
      Item 1B.
    Unresolved
    Staff Comments    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   45




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  Market
    Information, Holders and Distributions
    one-for-one
    Cash DistributionHigh


Low


per Unit(a)2007Fourth Quarter

$
45.79


$
36.60


$
0.575Third Quarter


52.00



40.26



0.550Second Quarter


50.00



46.00



0.525First Quarter(b)


48.20



38.20



0.5002006Fourth Quarter(b)

$
40.80


$
35.04


$
0.470Third Quarter


36.00



29.25



0.450Second Quarter


35.55



30.30



0.425First Quarter


33.92



31.00



0.380     (a)
    
    Represents cash distributions attributable to the quarter and
    declared and paid or to be paid within 45 days after
    quarter end. We paid cash distributions to our general partner
    with respect to its 2% general partner interest and incentive
    distribution rights that totaled $1.8 million and
    $10.7 million for the 2006 and 2007 periods, respectively.
    On February 19, 2008, the 7,000,000 outstanding
    subordinated units held by four subsidiaries of Williams
    converted into common units on a
    one-for-one
    basis. Subordinated units participated in all of the cash
    distributions for the periods indicated above.(b)
    
    Class B units participated in the fourth quarter 2006 and
    first quarter 2007 cash distributions. Class B units were
    outstanding between December 13, 2006 and May 21,
    2007, on which date all 6,805,492 Class B units converted
    into common units on a
    one-for-one
    basis.  Distributions
    of Available Cash
    
    less the amount of cash reserves established by our general
    partner to:  
    provide for the proper conduct of our business (including
    reserves for future capital expenditures and for our anticipated
    credit needs);
    comply with applicable law, any of our debt instruments or other
    agreements; or 46




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##### Table of Contents




    provide funds for distribution to our unitholders and to our
    general partner for any one or more of the next four quarters;  
    plus all cash on hand on the date of determination of available
    cash for the quarter resulting from working capital borrowings
    made after the end of the quarter for which the determination is
    being made. Working capital borrowings are generally borrowings
    that will be made under our working capital facility with
    Williams and in all cases are used solely for working capital
    purposes or to pay distributions to partners.    
    any existing arrearages in payment of the minimum quarterly
    distribution on the common units will be extinguished; and
    our general partner will have the right to convert its general
    partner interest and, if any, its incentive distribution rights
    into common units or to receive cash in exchange for those
    interests.    
    first, 98% to all unitholders, pro rata, and 2% to our
    general partner, until each outstanding common unit has received
    the minimum quarterly distribution for that quarter; and
    thereafter, cash in excess of the minimum quarterly
    distributions is distributed to the unitholders and the general
    partner based on the incentive percentages below.    Marginal PercentageTotal Quarterly Distribution

Interest in DistributionsTarget Amount

Unitholders


General PartnerMinimum Quarterly Distribution

$0.35


98
%


2
%First Target Distribution

up to $0.4025


98
%


2
%Second Target Distribution

above $0.4025 up to $0.4375


85
%


15
%Third Target distribution

above $0.4375 up to $0.5250


75
%


25
%Thereafter

Above $0.5250


50
%


50
%    47




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##### Table of Contents



Item 6.
    Selected
    Financial and Operational Data        Year Ended December 31,2007


2006


2005


2004


2003(Dollars in thousands, except per unit amounts)Statement of Income Data:Revenues

$
572,817


$
563,410


$
514,972


$
469,199


$
382,428Costs and expenses


457,880



420,342



395,556



364,602



286,637Operating income


114,937



143,068



119,416



104,597



95,791Equity earnings  Wamsutter


76,212



61,690



40,555



39,016



37,997Equity earnings  Discovery


28,842



18,050



11,880



5,619



4,308Impairment of investment in Discovery














(16,855
)(a)


Interest expense


(58,348
)


(9,833
)


(8,238
)


(12,476
)


(4,176
)Interest income


2,988



1,600



165







Income before cumulative effect of change in accounting principle

$
164,631


$
214,575


$
163,778


$
119,901


$
133,920Net income(b)

$
164,631


$
214,575


$
162,373


$
119,901


$
132,491Income before cumulative effect of change in accounting
    principle per limited partner unit:Common unit

$
1.97


$
1.62


$
0.49
(c)


N/A



N/ASubordinated unit

$
1.97


$
1.62


$
0.49
(c)


N/A



N/ANet income per limited partner unit:Common unit

$
1.97


$
1.62


$
0.44
(c)


N/A



N/ASubordinated unit

$
1.97


$
1.62


$
0.44
(c)


N/A



N/ABalance Sheet Data (at period end):Total assets

$
1,283,477


$
1,292,299


$
1,190,508


$
1,121,862


$
1,140,046
(d)Property, plant and equipment, net


642,289



647,578



658,965



669,503



705,600Investment in Wamsutter


284,650



262,245



240,156



221,360



220,996Investment in Discovery


214,526



221,187



225,337



184,199
(a)


178,580
(d)Advances from affiliate














186,024



187,193
(d)Partners capital


161,487
(e)


471,341
(e)


1,142,478



895,476



917,840 48




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##### Table of Contents



Year Ended December 31,2007


2006


2005


2004


2003(Dollars in thousands, except per unit amounts)Cash Flow Data:Cash distributions declared per unit

$
2.045


$
1.605


$
0.1484



N/A



N/ACash distributions paid per unit

$
2.045


$
1.605


$
0.1484



N/A



N/AOperating Information:Williams Partners L.P.:Four Corners gathered volumes (MMBtu/d)


1,442,219



1,499,937



1,521,507



1,559,940



1,577,181Four Corners processed volumes (MMBtu/d)


851,241



875,600



863,693



900,194



900,356Four Corners liquid sales gallons (000s)


166,689



182,010



165,479



197,851



187,788Four Corners net liquids margin (¢/gallon)


.61
¢


.47
¢


.37
¢


.29
¢


.17
¢Conway storage revenues

$
28,016


$
25,237


$
20,290


$
15,318


$
11,649Conway fractionation volumes (bpd)  our 50%


34,460



38,859



39,965



39,062



34,989Carbonate Trend gathered volumes (MMBtu/d)


22,651



29,323



35,605



49,981



67,638Wamsutter  100%Wamsutter gathered volumes (MMBtu/d)


515,938



490,119



463,984



451,994



473,603Wamsutter processed volumes (MMBtu/d)


310,697



277,749



256,970



253,383



291,451Wamsutter liquid sales gallons (000s)


113,147



140,768



159,760



175,178



152,502Wamsutter net liquids margin (¢/gallon)


.48
¢


.29
¢


.13
¢


.11
¢


.10
¢Discovery Producer Services  100%:Gathered volumes (MMBtu/d)


581,685



467,338



345,098



348,142



378,745Gross processing margin (¢/MMbtu)


.33
¢


.23
¢


.19
¢


.17
¢


.17
¢     (a)
    
    The $16.9 million impairment of our equity investment in
    Discovery in 2004 reduced the investment balance.(b)
    
    Our operations are treated as a partnership with each member
    being separately taxed on its ratable share of our taxable
    income. Therefore, we have excluded income tax expense from this
    financial information.(c)
    
    The period of August 23, 2005 through December 31,
    2005.(d)
    
    In December 2003, we made a $101.6 million capital
    contribution to Discovery, which Discovery subsequently used to
    repay maturing debt. We funded this contribution with an advance
    from Williams. Prior to the closing of our initial public
    offering, Williams forgave the entire advances from affiliates
    balance.(e)
    
    Because Four Corners, Wamsutter and the additional 20% in
    Discovery were owned by affiliates of Williams at the time of
    their acquisition by us, the acquisitions are accounted for as a
    combination of entities under common control, whereby the assets
    and liabilities are combined with Williams Partners L.P. at
    their historical amounts for all periods presented. This
    accounting causes a reduction of the capital balance for the
    general partner for the difference between the historical cost
    of these assets and liabilities and the aggregate consideration
    paid to the general partner. 49




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##### Table of Contents



Item 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Please
    read the following discussion of our financial condition and
    results of operations in conjunction with the consolidated
    financial statements and related notes included in Item 8
    of
    this annual report.  Overview
    
    Gathering and Processing  West.  Our
    West segment includes Williams Four Corners LLC (Four Corners)
    and certain ownership interests in Wamsutter LLC (Wamsutter)
    consisting of (i) 100% of the Class A limited
    liability company membership interests and (ii) 50% of the
    initial Class C units (or 20 Class C units) representing
    limited liability company membership interests in Wamsutter
    (together, the Wamsutter Ownership Interests). The Four Corners
    system gathers and processes or treats approximately 37% of the
    natural gas produced in the San Juan Basin and connects
    with the five pipeline systems that transport natural gas to end
    markets from the basin. The Wamsutter system gathers
    approximately 69% of the natural gas produced in the Washakie
    Basin and connects with three pipeline systems that transport
    natural gas to end markets from the basin.
    Gathering and Processing  Gulf.  Our
    Gulf segment includes (1) our 60% ownership interest in
    Discovery Producer Services LLC (Discovery) and (2) the
    Carbonate Trend gathering pipeline off the coast of Alabama.
    Discovery owns an integrated natural gas gathering and
    transportation pipeline system extending from offshore in the
    Gulf of Mexico to a natural gas processing facility and a
    natural gas liquids  (NGL) fractionator in Louisiana. These
    assets generate revenues by providing natural gas gathering,
    transporting and processing services and integrated NGL
    fractionating services to customers under a range of contractual
    arrangements. Although Discovery includes fractionation
    operations, which would normally fall within the NGL Services
    segment, it is primarily engaged in gathering and processing and
    is managed as such.
    NGL Services.  Our NGL Services segment
    includes three integrated NGL storage facilities and a 50%
    undivided interest in a fractionator near Conway, Kansas. These
    assets generate revenues by providing stand-alone NGL
    fractionation and storage services using various fee-based
    contractual arrangements where we receive a fee or fees based on
    actual or contracted volumetric measures.  Executive
    Summary
    Recent
    Events
  Conversion of Subordinated Units.
 50




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##### Table of Contents



Acquisition of Wamsutter Ownership
    Interests.
  
    Issuance of Common Units.  We sold 9,250,000
    common units in a public offering. We received net proceeds of
    approximately $335.2 million from the sale of the common
    units after deducting underwriting discounts but before
    estimated offering expenses. On January 9, 2008, we sold an
    additional 800,000 common units to the underwriters upon the
    underwriters partial exercise of their option to purchase
    additional common units.
    Issuance of Common Units to Williams.  We
    issued approximately $157.2 million of common units, or
    4,163,527 common units, to Williams. On January 9, 2008, we
    used the net proceeds from the partial exercise of the
    underwriters option to redeem 800,000 common units from
    Williams at a price per common unit of $36.24 ($37.75, net of
    underwriter discount).
    Increase in General Partners Capital
    Account.  The general partner contributed
    approximately $10.3 million to maintain its 2% general
    partner interest.
    Term Loan.  We borrowed $250.0 million
    under the term loan provisions of our new credit facility
    discussed below.  Williams Partners L.P.s New Credit
    Facility.
  Ignacio gas processing plant fire.
  Additional Investment in Discovery.
  Conversion of Class B Units.
  How We
    Evaluate Our Operations
    
    Four Corners and Wamsutters gathering and processing
    volumes;
    Four Corners and Wamsutters net liquids margin;
    Discoverys and Carbonate Trends pipeline throughput
    volumes;
    Discoverys gross processing margins;
    Conways fractionation volumes;
    Conways storage revenues; 51




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##### Table of Contents




    operating and maintenance expenses; and
    general and administrative expenses.  Four
    Corners
  Gathering and Processing Volumes.
  Net Liquids Margin.
  Wamsutter
  Gathering and Processing Volumes.
  Net Liquids Margin.
  Discovery
    and Carbonate Trend
  Pipeline Throughput Volumes.
 52




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##### Table of Contents



Gross Processing Margins.
  
    the rates stipulated under fee-based contracts multiplied by the
    actual volumes processed;
    sales of NGL volumes received under certain processing contracts
    for Discoverys account and keep-whole contracts; and
    sales of natural gas volumes that are in excess of operational
    needs.    Conway
  Fractionation Volumes.
  Storage Revenues.
  Operating
    and Maintenance Expenses
   53




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##### Table of Contents



General
    and Administrative Expenses
      Critical
    Accounting Policies and Estimates
    Impairment
    of Long-Lived Assets and Investments
      
    estimated future volumes and rates; and
    estimated earnings multiples that could be realized in a sale of
    the assets.    Accounting
    for Asset Retirement Obligations
  and/or
 54




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Environmental
    Remediation Liabilities
    Revenue
    Recognition  Derivative Instruments and Hedging
    Activities
         55




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##### Table of Contents



Results
    of Operations
  Consolidated
    Overview
    % Change





% Changefrom





from2007


2006(1)


2006


2005(1)


2005(Dollars in thousands)Revenues

$
572,817



+2
%

$
563,410



+9
%

$
514,972Costs and expenses:Product cost and shrink replacement


181,698



(4
)%


175,508



+1
%


177,527Operating and maintenance expense


162,343



(5
)%


155,214



(20
)%


129,759Depreciation, amortization and accretion


46,492



(6
)%


43,692



(3
)%


42,579General and administrative expense


45,628



(16
)%


39,440



(8
)%


36,615Taxes other than income


9,624



(7
)%


8,961



(6
)%


8,446Other (income) expense, net


12,095



NM



(2,473
)


NM



630Total costs and expenses


457,880



(9
)%


420,342



(6
)%


395,556Operating income


114,937



(20
)%


143,068



+20
%


119,416Equity earnings  Wamsutter


76,212



+24
%


61,690



+52
%


40,555Equity earnings  Discovery


28,842



+60
%


18,050



+52
%


11,880Interest expense


(58,348
)


NM



(9,833
)


(19
)%


(8,238
)Interest income


2,988



+87
%


1,600



NM



165Income before cumulative effect of change in accounting principle


164,631



(23
)%


214,575



+31
%


163,778Cumulative effect of change in accounting principle














+100
%


(1,405
)Net income

$
164,631



(23
)%

$
214,575



+32
%

$
162,373     (1)
    
    + = Favorable Change; ( ) = Unfavorable Change; NM = A
    percentage calculation is not meaningful due to change in signs,
    a zero-value denominator or a percentage change greater than 200.  2007 vs.
    2006
   56




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2006 vs.
    2005
   57




---



##### Table of Contents



Results
    of operations  Gathering and Processing 
    West
    2007


2006


2005(In thousands)Segment revenues

$
513,787


$
502,313


$
463,203Costs and expenses:Product cost and shrink replacement


170,434



159,997



165,706Operating and maintenance expense


135,782



124,763



104,648Depreciation, amortization and accretion


41,523



40,055



38,960General and administrative expense  direct


7,790



11,920



12,230Taxes other than income


8,869



8,245



7,746Other (income) expense, net


1,698



(2,476
)


636Total costs and expenses, including interest income


366,096



342,504



329,926Segment operating income


147,691



159,809



133,277Equity earnings  Wamsutter


76,212



61,690



40,555Segment profit

$
223,903


$
221,499


$
173,832   Four
    Corners
  2007 vs.
    2006
    
    $24.2 million related to a 17% increase in average NGL
    sales prices realized on sales of NGLs which we received under
    certain processing contracts. This increase resulted from
    general increases in market prices for these commodities between
    the two periods; and 58




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##### Table of Contents




    $15.3 million higher sales of NGLs on behalf of third party
    producers from whom we purchase NGLs for a fee under their
    contracts. We subsequently sell the NGLs to an affiliate. This
    increase is offset by higher associated product costs of
    $15.3 million discussed below.          
    $15.3 million increase from third party producers who
    elected to have us purchase their NGLs, which was offset by the
    corresponding increase in product sales revenues discussed
    above; and
    $2.8 million increase from 5% higher average natural gas
    prices.      
    $9.6 million higher non-shrink natural gas purchases caused
    primarily by $7.9 million higher natural gas costs for
    steam generation at our Milagro facility. In 2006, our purchase
    of this natural gas from an affiliate of Williams was favorably
    impacted by that affiliates fixed price natural gas fuel
    contracts. These contracts expired in the fourth quarter of
    2006. Additionally, in 2007 gathering fuel increased
    $3.3 million including approximately $2.3 million
    related to lower customer fuel reimbursements and operational
    inefficiencies caused by the fire at the Ignacio plant.
    $3.9 million higher rent expense related to the purchase of
    a temporary special business license upon the expiration of a
    right-of-way agreement with the Jicarilla Apache Nation.
    $3.4 million higher leased compression costs under
    agreements that are currently being renegotiated but are
    presently on month-to-month terms.
    $1.0 million higher operating expense for our payment of
    the property insurance deductible for the fire at the Ignacio
    gas processing plant in late November 2007.       59




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##### Table of Contents



2006 vs.
    2005
    
    $14.9 million related to a 12% increase in NGL volumes that
    we received under certain processing contracts. This increase
    was related primarily to equipment outages in 2005 and reduced
    ethane processing in the fourth quarter of 2005 caused by
    sharply higher natural gas prices following the hurricanes of
    2005;
    $13.5 million related to a 10% increase in average NGL
    sales prices realized on sales of NGLs which we received under
    certain processing contracts. This increase resulted from
    general increases in market prices for these commodities between
    the two periods;
    $4.1 million of higher condensate sales, which includes
    $1.9 million resulting from the recognition of two
    additional months of condensate revenue in 2006. Prior to 2006,
    condensate revenue had been recognized two months in arrears. As
    a result of more timely sales information now made available
    from third parties, we have recorded these on a current basis
    and thus have fully recognized this activity through
    December 31, 2006; and
    $1.1 million of higher LNG sales related to an increase in
    volumes sold.        
    $9.0 million lower purchases from third party producers who
    elected to have us purchase their NGLs which was offset by the
    corresponding decrease in product sales discussed above; and
    $6.0 million from 8% lower average natural gas prices.      
    $13.4 million higher materials and supplies, outside
    services and other operating expenses related primarily to
    increased compression and maintenance costs;
    $4.7 million higher labor and benefits caused by higher
    Williams annual incentive program costs and the addition
    of new personnel; and
    $2.0 million higher non-shrink natural gas purchases due
    primarily to higher volumetric gathering fuel requirements and
    higher system losses. 60




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##### Table of Contents



per-unit
  Outlook
    for 2008
  
    We anticipate that growth capital investments we completed in
    2007 to support ConocoPhillips and other producer
    customers drilling activity, expansion opportunities and
    production enhancement activities should be sufficient to more
    than offset the historical decline and slightly increase 2008
    average gathering and processing volumes above 2007.
    We have realized above average net liquids margins at our gas
    processing plants in recent years due primarily to increasing
    prices for NGLs. Based on first-quarter 2008 prices for NGLs and
    natural gas and the derivatives described below,
    per-unit
    margins in 2008 could meet or exceed record levels realized in
    2007. However, the prices of NGLs and natural gas can quickly
    fluctuate in response to a variety of factors that are
    impossible to control and in particular NGL pricing is typically
    impacted negatively by recessionary economic conditions.
    In December 2007 and January 2008, we entered into financial
    swap contracts to hedge 5.4 million gallons of monthly
    forecasted NGL sales for February through December 2008. Of the
    5.4 million gallons, 4.2 million are ethane sales. We
    also entered into fixed price natural gas purchase contracts to
    hedge the price of our natural gas shrink replacement associated
    with these NGL sales, which are derived from keep-whole
    processing contracts. As a result, we have effectively hedged a
    margin of $31.2 million or an average $0.52 per gallon on
    these NGL sales in 2008.
    We anticipate that operating costs, excluding compression and
    system gains and losses, will remain stable as compared to 2007.
    Compression cost increases are dependent upon the extent and
    amount of additional compression needed to meet the needs of our
    customers and the cost at which compression can be purchased,
    leased and operated. System gains and losses are an
    unpredictable component of our operating costs.
    Our right of way agreement with the Jicarilla Apache Nation
    (JAN), which covered certain gathering system assets in Rio
    Arriba County of northern New Mexico, expired on
    December 31, 2006. We currently operate our gathering
    assets on the JAN lands pursuant to a special business license
    granted by the JAN which expires February 29, 2008. We are
    engaged in discussions with the JAN designed to result in the
    sale of our gathering assets which are located on or are
    isolated by the JAN lands. Provided the parties are able to
    reach an acceptable value on the sale of the subject gathering
    assets, our expectation is that we will nonetheless maintain
    partial revenues associated with gathering and processing
    downstream of the JAN lands and continue to operate the
    gathering assets on the JAN lands for an undetermined period of
    time beyond February 29, 2008. Based on current estimated
    gathering volumes and a range of annual average commodity prices
    over the past five years, we estimate that gas produced on or
    isolated by the JAN lands represents approximately $20 million
    to $30 million of Four Corners annual gathering and
    processing revenue less related product costs. 61




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##### Table of Contents



Wamsutter
    Years Ended December 31,2007


2006


2005(In thousands)Revenues

$
175,309


$
176,546


$
177,090Costs and expenses, including interest:Product cost and shrink replacement


46,039



71,088



100,393Operating and maintenance expense


18,257



17,047



12,505Depreciation, amortization and accretion


18,424



16,189



14,321General and administrative expense


12,623



8,866



8,131Taxes other than income


1,637



1,411



1,175Other, net


944



255



10Total costs and expenses


97,924



114,856



136,535Income before cumulative effect of change in accounting principle


77,385



61,690



40,555Cumulative effect of change in accounting principle










(48
)Net income

$
77,385


$
61,690


$
40,507Williams Partners interest

$
76,212


$
61,690


$
40,555   2007 vs.
    2006
      
    $20.8 million related to a 20% decrease in NGL volumes that
    Wamsutter received under certain processing contracts. Effective
    January 1, 2007, one significant customer made an election
    to switch from a keep-whole processing arrangement to a
    fee-based processing arrangement for three years. This
    significantly decreased the NGL volumes received by Wamsutter
    under its keep-whole processing contracts; and
    $3.4 million lower sales of NGLs on behalf of third party
    producers who sell their NGLs to Wamsutter under their
    contracts. Under these arrangements, Wamsutter purchases the
    NGLs from the third party producers and sells them to an
    affiliate. This decrease is offset by lower associated product
    costs of $3.4 million discussed below.     62




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##### Table of Contents




    $11.2 million decrease from 21% lower average natural gas
    prices. Our 2007 net liquids margins were impacted
    favorably by very low local shrink replacement natural gas costs
    in the Rocky Mountain area as compared with other natural gas
    markets;
    $10.4 million decrease from 16% lower volumetric shrink
    requirements under Wamsutters keep-whole processing
    contracts following the election of one customer to switch to
    fee-based processing discussed above; and
    $3.4 million lower product cost related to lower sales of
    NGLs on behalf of third party producers who sell their NGLs to
    Wamsutter under their contracts as discussed above.    
    $4.2 million higher materials and supplies and outside
    services expense caused primarily by increased equipment
    maintenance activity; and
    $1.6 million from various smaller increases for rent, labor
    and utilities.          2006 vs.
    2005
      
    $13.1 million related to a 12% decrease in NGL volumes that
    Wamsutter received under certain processing contracts. The total
    gas available for processing increased from 2005 to 2006;
    however, due to limited plant capacity, not all of this
    increased volume could be processed. The increase in total gas
    available for processing generally resulted in greater NGL
    volumes for Wamsutters customers and lower NGL volumes
    received under its keep-whole processing contracts; and
    a $4.7 million decrease in sales of excess shrink
    replacement gas. Wamsutter sold substantial volumes of excess
    shrink replacement gas during the fourth quarter of 2005.
    Following the hurricanes of 2005, there were unusually high
    natural gas prices and reduced ethane processing which caused
    Wamsutter to have excess shrink replacement natural gas.
    Wamsutter elected to take advantage of the higher natural gas
    prices and sell the excess natural gas rather than hold it for
    future requirements. There is a corresponding decrease in
    product costs discussed below.   63




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##### Table of Contents




    $13.1 million decrease from 17% lower average natural gas
    prices;
    $11.7 million decrease from 13% lower volumetric shrink
    requirements under keep-whole processing contracts due to
    limited plant processing capacity discussed above; and
    $4.7 million lower product cost related to the sale of
    excess shrink replacement gas as discussed above.        Outlook
    for 2008
  
    Compared to 2007, we anticipate that sustained drilling
    activity, expansion opportunities and production enhancement
    activities by producers should be sufficient to more than offset
    the historical production decline and to increase average
    gathering volumes.
    Total gas available for processing has increased in recent
    years; however, due to limited plant capacity, not all of this
    increased volume could be processed. This results in lower NGL
    volumes received under keep-whole processing contracts. In 2008,
    we anticipate that a new agreement providing us with third party
    processing at Colorado Interstates Rawlins natural gas
    processing plant will increase the processing capacity available
    to Wamsutter by
    80 MMcf/d
    or approximately 20%. We anticipate that this third party
    processing will result in an increase in NGL volumes sold by
    Wamsutter.
    In 2007, Wamsutter realized record high net liquids margins at
    its Echo Springs plant. The 2007 net liquids margins were
    significantly impacted by very low local shrink replacement
    natural gas costs as compared with other natural gas markets. We
    do not expect our shrink replacement natural gas costs will
    remain at these levels during 2008. Accordingly, we expect
    per-unit
    margins in 2008 will remain higher in relation to five-year
    historical averages, but below the record levels realized in
    2007.
    Operating costs, excluding system gains and losses and new
    third-party processing fees at the Colorado Interstates
    Rawlins plant, are expected to be approximately consistent with
    those in 2007. System gains and losses are an unpredictable
    component of Wamsutters operating costs. Additionally, the
    new third-party processing at Colorado Interstates Rawlins
    plant mentioned above requires that we pay a fee per MMbtu
    processed that will add approximately $4.0 million to
    $5.0 million in operating costs. 64




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##### Table of Contents



Results
    of operations  Gathering and Processing 
    Gulf
    2007


2006


2005(In thousands)Segment revenues

$
2,119


$
2,656


$
3,515Costs and expenses:Operating and maintenance expense


1,875



1,660



714Depreciation and accretion


1,249



1,200



1,200General and administrative expense  direct






1



2Other, net


10,406







Total costs and expenses


13,530



2,861



1,916Segment operating income (loss)


(11,411
)


(205
)


1,599Equity earnings  Discovery


28,842



18,050



11,880Segment profit

$
17,431


$
17,845


$
13,479   Carbonate
    Trend
  2007 vs.
    2006
    2006 vs.
    2005
    Discovery
    2007


2006


2005(In thousands)Revenues

$
260,672


$
197,313


$
122,745Costs and expenses, including interest:Product cost and shrink replacement


155,704



119,552



64,467Operating and maintenance expense


28,988



23,049



10,165General and administrative expense


2,280



2,150



2,053Depreciation and accretion


25,952



25,562



24,794Interest income


(1,799
)


(2,404
)


(1,685
)Other (income) expense, net


1,476



(679
)


2,123Total costs and expenses


212,601



167,230



101,917Net income before cumulative effect of change in accounting
    principle

$
48,071


$
30,083


$
20,828Williams Partners interest

$
28,842


$
18,050


$
11,880  65




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##### Table of Contents



2007 vs.
    2006
      
    $36.8 million from higher NGL volumes sold under certain
    processing contracts, including the October 2006 TETCO
    agreement, which is a percent-of-liquids agreement;
    $26.2 million from higher average NGL prices received for
    these NGLs;
    $8.1 million increase in NGL sales related to third-party
    processing customers elections to have Discovery purchase
    their NGLs under an option in their contracts; and
    $2.7 million from higher sales of excess fuel and shrink
    replacement gas.      
    $19.4 million higher volumetric natural gas requirements
    from increased processing activity;
    $7.8 million higher product purchase costs for the
    processing customers who elected to have Discovery purchase
    their NGLs; and
    $2.9 million higher product cost associated with the excess
    fuel and shrink replacement gas sales discussed above.        2006 vs.
    2005
   66




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##### Table of Contents




    Product sales increased $59.9 million for NGL sales related
    to third-party processing customers elections to have
    Discovery purchase their NGLs under an option in their
    contracts. These sales were offset by higher associated product
    costs of $59.9 million discussed below.
    Product sales also increased $18.1 million due to a 54%
    increase in NGL volumes that Discovery received under certain
    processing contracts and $5.3 million due to 10% higher
    average NGL sales prices related to these volumes. NGL sales
    volumes in 2006 were higher due partly to the lack of
    hurricane-related disruptions in 2006. In addition,
    exceptionally strong commodity margins compelled our customers
    to process their natural gas rather than by-pass, which led to
    higher product sales revenues on our percent-of-liquids and
    keep-whole processing contracts.
    Transportation revenues increased $3.1 million, including
    $2.4 million in additional fee-based revenues related to
    the TGP and TETCO open season agreements discussed above.
    Fee-based processing and fractionation revenues increased
    $2.7 million due primarily to $5.1 million in
    additional fee-based revenues related to processing the TGP and
    TETCO open seasons volumes discussed above, partially offset by
    lower by-pass revenues.    
    Product sales decreased $10.0 million due to the absence of
    excess fuel and shrink replacement gas sales made in 2005.
    Gathering revenues decreased $3.8 million due primarily to
    lower gathered volumes and rates and a $1.4 million
    deficiency payment received in the first quarter of 2005.             67




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##### Table of Contents



Outlook
    for 2008
  Discovery
  
    Discoverys Tahiti pipeline lateral was installed on the
    sea bed in February 2007. Chevron had scheduled initial
    throughput to begin in mid-2008, but in 2007 announced that it
    was facing delays because of metallurgical problems discovered
    in their facilitys mooring shackles. Chevron recently
    announced that it expects first production by the third quarter
    of 2009. Discoverys revenues from the Tahiti project are
    dependent on receiving throughput from Chevron. Therefore,
    delays Chevron experiences in bringing their production online
    impact the initial timing of revenues for Discovery.
    Discoverys Larose gas processing plant has been operating
    at near capacity. We expect that additional processing volumes
    from the TGP system in 2008 may replace some of the
    processing volumes previously coming from the TETCO system; and
    therefore, the Larose plant will continue to remain at near
    capacity throughout 2008. The additional volumes from TGP will
    require facilities modifications, which may be funded by a 2008
    cash call to Discoverys members.
    The TETCO agreement was recently extended through May 2008 at
    which time we expect no further volumes under this agreement.
    Current flowing volumes are approximately 170 BBtu/d.
    With the current oil and natural gas price environment, drilling
    activity across the shelf and the deepwater of the Gulf of
    Mexico has been robust. However, the limited availability of
    specialized rigs necessary to drill in the deepwater areas, such
    as those in and around Discoverys gathering areas, limits
    the ability of producers to bring identified reserves to market
    quickly. This will prolong the timeframe over which these
    reserves will be developed. We expect Discovery to be successful
    in competing for a portion of these new volumes.
    In February 2008, Discovery executed agreements with LLOG
    Exploration Company to provide production handling,
    transportation, processing and fractionation services for their
    MC 705 and 707 production.
    Gross processing margins have been at record high levels due to
    commodity prices for NGLs and natural gas and Discoverys
    mix of processing contract types and its operation and
    optimization activities. We expect that 2008 gross
    processing margins will remain favorable to historical averages.
    However, the prices of NGLs and natural gas can quickly
    fluctuate in response to a variety of factors that are
    impossible to control and, in particular, NGL pricing is
    typically impacted negatively by recessionary economic
    conditions.
    We expect Discoverys 2008 results could be favorably
    impacted by approximately $3.0 million if its recently
    approved FERC rate filing pertaining to the regulated portion of
    its business becomes final and effective. 68




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##### Table of Contents



Results
    of operations  NGL Services
    2007


2006


2005(In thousands)Segment revenues

$
56,911


$
58,441


$
48,254Costs and expenses:Product cost


11,264



15,511



11,821Operating and maintenance expense


24,686



28,791



24,397Depreciation and accretion


3,720



2,437



2,419General and administrative expense  direct


2,190



1,149



1,068Other, net


746



719



694Total costs and expenses


42,606



48,607



40,399Segment profit

$
14,305


$
9,834


$
7,855   2007 vs.
    2006
    
    Product sales decreased $4.7 million due to lower sales
    volumes. This decrease was offset by the related decrease in
    product cost discussed below.
    Fractionation revenues decreased $2.1 million due primarily
    to 11% lower fractionation volumes and 7% lower rates.
    Fractionation throughput was lower during 2007 due to a
    customers decision to fractionate a percentage of their
    volumes outside of the Mid-Continent region for three months.
    This decision was based on current prices being paid for
    fractionated products outside of the Mid-Continent region. The
    lower fractionation rates relate to the pass through to
    customers of decreased fuel and power costs.
    Storage revenues increased $2.8 million due primarily to
    higher average storage rates for all of 2007 and slightly higher
    levels of contracted storage.
    Other revenue increased $2.5 million due primarily to low
    sulfur natural gasoline upgrade fees and higher volumes of
    trucking loading. The upgrade service began in late 2006.           69




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##### Table of Contents



2006 vs.
    2005
    
    Storage revenues increased $4.9 million due primarily to
    higher average storage volumes from additional short-term
    storage leases caused by the reduced demand for propane during
    the mild 2006 winter and storage customers who held their NGLs
    in storage due to an inclining forward market.
    Product sales were $2.6 million higher due primarily to the
    sale of surplus volumes created through our product optimization
    activities. This increase was more than offset by the related
    increase in product cost discussed below.
    Other revenues increased $1.7 million due primarily to
    $1.3 million of fees charged for low sulfur natural
    gasoline upgrades that began in 2006.    per-unit
    Outlook
    for 2008
  
    We expect 2008 storage revenues will remain approximately
    consistent with 2007 due to continued strong demand for propane
    and butane storage as well as higher priced specialty storage
    services.
    We continue to perform a large number of storage cavern
    workovers and wellhead modifications to comply with KDHE
    regulatory requirements. We expect outside service costs to
    continue at current levels throughout 2008 to ensure that we
    meet the regulatory compliance requirements.  Financial
    Condition and Liquidity
    
    Cash and cash equivalents on hand;
    Cash generated from operations, including cash distributions
    from Wamsutter and Discovery;
    Insurance recoveries related to the fire at the Ignacio gas
    processing plant, which should generally be received as costs
    are incurred;
    Capital contributions from Williams pursuant to an omnibus
    agreement; and
    Credit facilities, as needed.    
    Maintenance and expansion capital expenditures for our Four
    Corners and Conway assets;
    Four Corners repair expenditures related to the fire at the
    Ignacio gas processing plant, which should generally be
    reimbursed by insurance approximately as they are incurred;
    Contributions we must make to Wamsutter LLC to fund certain of
    its expansion capital expenditures;
    Interest on our long-term debt; and
    Quarterly distributions to our unitholders. 70




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##### Table of Contents



Wamsutter
    Distributions
      
    First, an amount equal to $17.5 million per quarter
    to the holder of the Class A membership interests. We
    currently own 100% of the Class A interests;
    Second, an amount equal to the amount the distribution on
    the Class A membership interests in prior quarters of the
    current distribution year was less than $17.5 million per
    quarter to the holder of the Class A membership
    interests; and
    Third, 5% of remaining available cash shall be
    distributed to the holder of the Class A membership
    interests and 95% shall be distributed to the holders of the
    Class C units, on a pro ratabasis. We currently own
    50% of the Class C units.      Discovery
    Distributions
  2006-2007
  Date of Distribution

Total Distribution to Members


Our Share**1/30/07

$
9,000


$
3,6004/30/07

$
16,000


$
6,4006/22/07*

$
11,173


$
4,4697/30/07

$
9,000


$
3,60010/31/07

$
14,000


$
8,4001/30/08

$
28,000


$
16,800     *
    
    Special distribution Discovery made after receipt of insurance
    proceeds.**
    
    On June 28, 2007, we closed on the acquisition of an
    additional 20% limited liability company interest in Discovery.
    Because this acquisition was effective July 1, 2007, we did
    not begin to receive 60% of Discoverys distributions until
    October 2007. 71




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##### Table of Contents



Insurance
    Recoveries
    Capital
    Contributions from Williams
          Credit
    Facilities
      12-month
   72




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##### Table of Contents



Credit
    Ratings
  long-term
  Senior UnsecuredRating Agency

Date of Last Change

Outlook

Debt RatingStandard & Poors

November 7, 2007

Stable

BBB-Moodys Investor Service

January 28, 2008

Stable

Ba2Fitch Ratings

June 15, 2006

Positive

BB   Capital
    Expenditures
    
    Maintenance capital expenditures, which are capital expenditures
    made to replace partially or fully depreciated assets in order
    to maintain the existing operating capacity of our assets and to
    extend their useful lives; and
    Expansion capital expenditures such as those to acquire
    additional assets to grow our business, to expand and upgrade
    plant or pipeline capacity and to construct new plants,
    pipelines and storage facilities.    Company

Maintenance


Expansion($ in millions)Four Corners

$
23.0


$
16.0Conway


5.0



13.0Wamsutter (our share)


20.0



4.0Discovery (our share)


3.0



8.0           Debt
    Service  Long-Term Debt
   73




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##### Table of Contents



Cash
    Distributions to Unitholders
    Results
    of Operations  Cash Flows
  Williams
    Partners L.P.
  2007


2006


2005(In thousands)Net cash provided by operating activities

$
192,790


$
169,450


$
157,932Net cash used by investing activities


(399,557
)


(624,213
)


(55,666
)Net cash provided (used) by financing activities


185,423



505,465



(95,427
)     
    $53.9 million from changes in working capital excluding
    accrued interest. Cash provided by working capital increased due
    primarily to $25.4 million in lower accounts receivable and
    $31.5 million in higher accounts payable between
    periods; and
    $14.2 million higher distributions related to the equity
    earnings of Discovery.       74




---



##### Table of Contents




    $265.9 million of net proceeds from debt and equity
    issuances related to our acquisition of the Wamsutter Ownership
    Interest less the related amounts distributed to Williams in
    excess of Wamsutters contributed basis;
    distributions to unitholders and our general partner of
    $87.3 million; and
    contributions from our general partner to maintain its 2%
    ownership following the issuances of equity and per the omnibus
    agreement that totaled $15.7 million.    
    $624.5 million of net proceeds from debt and equity
    issuances related to our acquisition of Four Corners less the
    related amounts distributed to Williams in excess of Four
    Corners contributed basis;
    distributions to unitholders and our general partner of
    $30.0 million; and
    contributions from our general partner to maintain its 2%
    ownership following the issuances of equity and per the omnibus
    agreement that totaled $25.5 million.    Wamsutter 
    100%
  Years Ended December 31,2007


2006


2005(In thousands)Net cash provided by operating activities

$
85,541


$
75,641


$
56,067Net cash used by investing activities


(31,624
)


(36,040
)


(34,356
)Net cash used by financing activities


(53,917
)


(39,601
)


(21,711
)          75




---



##### Table of Contents



Discovery 
    100%
  2007


2006


2005(In thousands)Net cash provided by operating activities

$
62,092


$
63,456


$
30,814Net cash used by investing activities


(5,914
)


(17,162
)


(65,997
)Net cash provided (used) by financing activities


(55,252
)


(30,089
)


1,339           Contractual
    Obligations
    2008


2009-2010


2011-2012


2013+


TotalLong-term debt:Principal

$



$



$
400,000


$
600,000


$
1,000,000Interest


68,480
(a)


134,502



127,193



195,750



525,925Capital leases


















Operating leases


1,513



1,574



92







3,179Purchase obligations


56,777
(b)


240



240



120
(c)


57,377Other long term liabilities


















Total

$
126,770


$
136,316


$
527,525


$
795,870


$
1,586,481     (a)
    
    The assumed interest rate on our $250.0 million term loan
    is based on the forecasted forward LIBOR plus the applicable
    margin.(b)
    
    Includes the open purchase orders in the amount of
    $29.3 million as of December 31, 2007 to be paid in
    2008 and product purchase and service agreements in the amount
    of $24.6 million as of December 31, 2007 to be paid in
    2008.(c)
    
    Year 2013 represents one year of payments associated with an
    operating agreement whose term is tied to the life of the
    underlying gas reserves. 76




---



##### Table of Contents



2008


2009-2010


2011-2012


2013+


TotalNotes payable/long-term debt

$



$



$



$



$
Capital leases


















Operating leases


1,238



2,222



15







3,475Purchase obligations(a)


3,728















3,728Other long-term liabilities


















Total

$
4,966


$
2,222


$
15


$



$
7,203     (a)
    
    Includes the open purchase orders as of December 31, 2007
    to be paid in 2008.    2008


2009-2010


2011-2012


2013+


TotalNotes payable/long-term debt

$



$



$



$



$
Capital leases


















Operating leases


858



1,715



1,715



2,388



6,676Purchase obligations


8,269















8,269Other long-term liabilities


















Total

$
9,127


$
1,715


$
1,715


$
2,388


$
14,945   Effects
    of Inflation
  and/or
  Regulatory
    Matters
    Environmental
   77




---



##### Table of Contents



Form 10-K,
    Item 7A.
    Qualitative
    and Quantitative Disclosures About Market Risk   78




---



##### Table of Contents



Commodity
    Price Risk
  value-at-risk one-day
  value-at-risk one-day value-at-risk one-day one-day
      value-at-risk
  Interest
    Rate Risk
      Fair ValueDecember 31,2011


2012


Thereafter


Total


2007(Dollars in millions)Long-term debt:Fixed rate

$
150.0


$



$
600.0


$
750.0


$
777.5Interest rate


7.5
%






7.25
%Variable rate

$



$
250.0


$



$
250.0


$
250.0Interest rate(1)






6.16
%  79




---



##### Table of Contents



(1)
    
    The weighted-average interest rate for 2007 is LIBOR plus
    1 percent.  Fair ValueDecember 31,2011


2017


Total

2006(Dollars in millions)Long-term debt:Fixed rate

$
150
.0


$
600
.0


$
750
.0

$
768.8Interest rate


7
.5
%


7
.25
%  80




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER
    FINANCIAL REPORTING
  Rules 13a-15(f) 15d-15(f)
    Internal
    Control  Integrated Framework.
  Form 10-K.
 81




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    ON INTERNAL CONTROL OVER FINANCIAL REPORTING
                  
    82




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            Accounting for Conditional
    Asset Retirement Obligations
    
    83




---



##### Table of Contents



WILLIAMS
    PARTNERS L.P.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2007


2006*(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
36,197


$
57,541Accounts receivable:Trade


12,860



18,320Affiliate


20,402



25,324Other


2,543



3,991Product imbalance


20,660



10,308Gas purchase contract  affiliate






4,754Prepaid expenses


4,056



3,765Derivative assets  affiliate


231



Reimbursable projects


8,989



Other current assets


3,574



2,534Total current assets


109,512



126,537Investment in Wamsutter


284,650



262,245Investment in Discovery Producer Services


214,526



221,187Property, plant and equipment, net


642,289



647,578Other noncurrent assets


32,500



34,752Total assets

$
1,283,477


$
1,292,299LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable:Trade

$
35,947


$
19,827Affiliate


17,676



12,904Product imbalance


21,473



10,959Deferred revenue


4,569



3,382Derivative liabilities  affiliate


2,718



Accrued liabilities


27,743



16,173Total current liabilities


110,126



63,245Long-term debt


1,000,000



750,000Environmental remediation liabilities


2,599



3,964Other noncurrent liabilities


9,265



3,749Commitments and contingent liabilities (Note 14)Partners capital:Common unitholders (45,774,728 and 25,553,306 units
    outstanding at December 31, 2007 and 2006)


1,473,814



733,878Class B unitholders (6,805,492 units outstanding at
    December 31, 2006)






241,923Subordinated unitholders (7,000,000 units outstanding at
    December 31, 2007 and 2006)


109,542



108,862Accumulated other comprehensive loss


(2,487
)


General partner


(1,419,382
)


(613,322
)Total partners capital


161,487



471,341Total liabilities and partners capital

$
1,283,477


$
1,292,299     *
    
    Recast as discussed in Note 1.   84




---



##### Table of Contents



WILLIAMS
    PARTNERS L.P.
  CONSOLIDATED
    STATEMENTS OF INCOME
  Year Ended December 31,2007


2006*


2005*(Dollars in thousands, except per-unit amounts)Revenues:Gathering and processing:Affiliate

$
35,819


$
42,228


$
36,755Third-party


202,775



206,432



198,041Product sales:Affiliate


267,970



255,075



236,020Third-party


22,962



16,919



8,728Storage


28,016



25,237



20,290Fractionation


9,622



11,698



10,770Other


5,653



5,821



4,368Total revenues


572,817



563,410



514,972Costs and expenses:Product cost and shrink replacement:Affiliate


73,475



78,201



58,780Third-party


108,223



97,307



118,747Operating and maintenance expense:Affiliate


61,633



53,627



46,194Third-party


100,710



101,587



83,565Depreciation, amortization and accretion


46,492



43,692



42,579General and administrative expense:Affiliate


42,038



34,295



33,765Third-party


3,590



5,145



2,850Taxes other than income


9,624



8,961



8,446Other (income) expense  net


12,095



(2,473
)


630Total costs and expenses


457,880



420,342



395,556Operating income


114,937



143,068



119,416Equity earnings  Wamsutter


76,212



61,690



40,555Equity earnings  Discovery Producer Services


28,842



18,050



11,880Interest expense:Affiliate


(61
)


(89
)


(7,461
)Third-party


(58,287
)


(9,744
)


(777
)Interest income


2,988



1,600



165Income before cumulative effect of change in accounting principle


164,631



214,575



163,778Cumulative effect of change in accounting principle










(1,405
)Net income

$
164,631


$
214,575


$
162,373Allocation of net income for calculation of earnings per unit:Net income

$
164,631


$
214,575


$
162,373Allocation of net income to general partner


85,190



182,380



155,551Allocation of net income to limited partners

$
79,441


$
32,195


$
6,822Basic and diluted earnings per limited partner unit:Income before cumulative effect of change in accounting
    principle:Common units

$
1.97


$
1.62


$
0.49Subordinated units

$
1.97


$
1.62


$
0.49Cumulative effect of change in accounting principle:Common units

$







$
(0.05
)Subordinated units

$







$
(0.05
)Net income:Common units

$
1.97


$
1.62


$
0.44Subordinated units

$
1.97


$
1.62


$
0.44Weighted average number of units outstanding:Common units


33,131,195
(a)


11,986,368
(a)


7,001,366Subordinated units


7,000,000



7,000,000



7,000,000     *
    
    Recast as discussed in Note 1.(a)
    
    Includes Class B units converted to Common on May 21,
    2007.   85




---



##### Table of Contents



WILLIAMS
    PARTNERS L.P.
  CONSOLIDATED
    STATEMENT OF PARTNERS CAPITAL*
  Accumulated Other


TotalLimited Partners


General


Comprehensive


PartnersCommon


Class B


Subordinated


Partner


Loss


Capital(In thousands)Balance  December 31, 2004

$



$



$




895,476


$




895,476Accounts receivable not contributed














(2,640
)






(2,640
)Contribution of net assets of predecessor companies (2,000,000
    common units; 7,000,000 subordinated units)


10,471







106,427



77,574







194,472Net income  2005


3,104







3,103



156,166







162,373Cash distributions


(1,039
)






(1,039
)


(42
)






(2,120
)Issuance of units to public (5,000,000 common units)


100,247



















100,247Offering costs


(4,291
)


















(4,291
)Issuance of units (6,146 common units)


34



















34Distributions to The Williams Companies, Inc.  net














(187,217
)






(187,217
)Adjustment in basis of investment in Discovery Producer Services














6,245







6,245Adjustment in basis of investment in Wamsutter














(21,711
)






(21,711
)Contributions pursuant to the omnibus agreement














1,610







1,610Balance  December 31, 2005


108,526







108,491



925,461







1,142,478Net income  2006


21,181



655



11,606



181,133







214,575Cash distributions


(17,887
)






(11,235
)


(872
)






(29,994
)Issuance of units to public (18,545,030 common units)


625,995



















625,995Issuance of units through private placement (6,805,492
    Class B units)






241,268















241,268Offering costs


(4,168
)


















(4,168
)Distributions to The Williams Companies, Inc.  net














(114,497
)






(114,497
)Adjustment in basis of investment in Discovery Producer Services














(7,400
)






(7,400
)Adjustment in basis of investment in Wamsutter














(39,601
)






(39,601
)Distributions to general partner for purchase of Four Corners














(1,583,000
)






(1,583,000
)Contributions pursuant to the omnibus agreement














6,840







6,840Contributions from general partner














18,614







18,614Other


231



















231Balance  December 31, 2006


733,878



241,923



108,862



(613,322
)






471,341Comprehensive income:Net income  2007


64,546



9,212



14,995



75,878







164,631Other comprehensive loss:Net unrealized losses on cash flow hedges


















(3,763
)


(3,763
)Reclassification into earnings of derivative instrument losses


















1,276



1,276Total other comprehensive loss






















(2,487
)Total comprehensive income






















162,144Cash distributions


(59,573
)


(6,601
)


(14,315
)


(6,792
)






(87,281
)Conversion of Class B units into common
    (6,805,492 units)


244,534



(244,534
)














Distributions to general partner in exchange for additional
    investment in Discovery Producer Services














(78,000
)






(78,000
)Adjustment in basis of investment in Discovery Producer Services














(9,035
)






(9,035
)Issuance of units to public (9,250,000 common units)


335,220



















335,220Issuance of units to general partner ( 4,163,257 common units)


157,173



















157,173Distributions to general partner in exchange for investment in
    Wamsutter














(750,000
)






(750,000
)Offering costs


(1,927
)


















(1,927
)Adjustment in basis of investment in Wamsutter














(53,807
)






(53,807
)Contributions from general partner














10,334







10,334Contributions pursuant to the omnibus agreement














5,362







5,362Other


(37
)


















(37
)Balance  December 31, 2007

$
1,473,814


$



$
109,542


$
(1,419,382
)


(2,487
)

$
161,487     *
    
    Recast as discussed in Note 1.   86




---



##### Table of Contents



WILLIAMS
    PARTNERS L.P.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2007


2006*


2005*(In thousands)OPERATING ACTIVITIES:Net income

$
164,631


$
214,575


$
162,373Adjustments to reconcile to cash provided by operations:Cumulative effect of change in accounting principle










1,405Depreciation, amortization and accretion


46,492



43,692



42,579Provision for loss on property, plant and equipment


11,306







917Gain on sale of property, plant and equipment






(3,055
)


Amortization of gas purchase contract  affiliate


4,754



5,320



2,033Equity earnings of Wamsutter


(76,212
)


(61,690
)


(40,555
)Equity earnings of Discovery Producer Services


(28,842
)


(18,050
)


(11,880
)Distributions related to equity earnings of Discovery Producer
    Services


26,240



12,033



1,280Cash provided (used) by changes in assets and liabilities:Accounts receivable


11,830



(13,564
)


(4,419
)Prepaid expenses


(369
)


(1,023
)


(463
)Reimbursable projects


(8,989
)






Other current assets


(1,041
)


(920
)


Accounts payable


20,892



(10,600
)


8,801Product imbalance


162



(1,114
)


8,243Accrued liabilities


15,914



6,395



(4,008
)Deferred revenue


1,709



(170
)


247Other, including changes in noncurrent assets and liabilities


4,313



(2,379
)


(8,621
)Net cash provided by operating activities


192,790



169,450



157,932INVESTING ACTIVITIES:Purchase of Four Corners






(607,545
)


Purchase of additional investment in Discovery Producer Services


(69,061
)






Purchase of investment in Wamsutter


(277,262
)






Distributions in excess of equity earnings of Discovery Producer
    Services


229



4,367



Capital expenditures


(48,481
)


(32,270
)


(31,266
)Change in accrued liabilities  capital
    expenditures


(4,982
)


5,078



Contribution to Discovery Producer Services






(1,600
)


(24,400
)Proceeds from sales of property, plant and equipment






7,757



Net cash used by investing activities


(399,557
)


(624,213
)


(55,666
)FINANCING ACTIVITIES:Proceeds from sales of common units


492,393



867,263



100,247Proceeds from debt issuances


250,000



750,000



Excess purchase price over the contributed basis of Four Corners






(975,455
)


Excess purchase price over the contributed basis of the
    investment in Discovery Producer Services


(8,939
)






Excess purchase price over the contributed basis of the
    investment in Wamsutter


(472,738
)






Payment of debt issuance costs


(1,781
)


(13,138
)


Payment of offering costs


(1,927
)


(4,168
)


(4,291
)Distributions to The Williams Companies, Inc.






(114,497
)


(187,217
)Changes in advances from affiliates  net










(3,656
)Distributions to unitholders and general partner


(87,281
)


(29,994
)


(2,120
)General partner contributions


10,334



18,614



Contributions per omnibus agreement


5,362



6,840



1,610Net cash provided (used) by financing activities


185,423



505,465



(95,427
)Increase (decrease) in cash and cash equivalents


(21,344
)


50,702



6,839Cash and cash equivalents at beginning of year


57,541



6,839



Cash and cash equivalents at end of year

$
36,197


$
57,541


$
6,839     *
    
    Recast as discussed in Note 1.   87




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Note 1.
    Organization      Initial
    Public Offering and Related Transactions
    
    distribute $58.8 million to Williams in part to reimburse
    Williams for capital expenditures relating to the assets
    contributed to us and for a gas purchase contract contributed to
    us;
    provide $24.4 million to make a capital contribution to
    Discovery to fund an escrow account required in connection with
    the Tahiti pipeline lateral expansion project;
    provide $12.7 million of additional working
    capital; and
    pay $4.3 million of expenses associated with the IPO and
    related formation transactions.    Acquisition
    of Four Corners
   88




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Additional
    Investment in Discovery
    Acquisition
    of Wamsutter
   89




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 2.
    Description
    of Business    Gathering and Processing-West. (MMcf/d) 750 MMcf/d.
  500 MMcf/d 390 MMcf/d
  Gathering and Processing-Gulf . 283-mile 600 MMcf/d 22-mile
   90




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NGL Services.
    Note 3.
    Summary
    of Significant Accounting Policies  Basis of Presentation.
  Use of Estimates.
    
    loss contingencies;
    impairment assessments of long-lived assets;
    environmental remediation obligations; and
    asset retirement obligations.    Proportional Accounting for the Conway
    Fractionator.
  Cash and Cash Equivalents.
 91




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounts Receivable.
  Gas Purchase Contract.
  Reimbursable Projects.
  Investments.
  Property, Plant and Equipment.
    Prepaid Expenses and Leasing
    Activities.
  Product Imbalances.
 92




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Derivative Instruments and Hedging
    Activities.
    Derivative Treatment

Accounting MethodNormal purchases and normal sales exception

Accrual accountingDesignated in qualifying hedging relationship

Hedge accountingAll other derivatives

Mark-to-market accounting        93




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Revenue Recognition.
  Impairment of Long-Lived Assets and
    Investments.
    and/or
  Environmental.
  Capitalized Interest.
 94




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income Taxes.
  Earnings Per Unit. 03-6,
  Recent Accounting Standards. No. FAS 157-b
  instrument-by-instrument
   95




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 4.
    Allocation
    of Net Income and Distributions    Year Ended December 31,2007


2006


2005Allocation of net income to general partner:Net income

$
164,631


$
214,575


$
162,373Net income applicable to pre-partnership operations allocated to
    general partner


(71,426
)


(184,157
)


(157,439
)Beneficial conversion of Class B units


(5,308
)






Charges allocated directly to general partner:Reimbursable general and administrative costs


2,400



3,200



1,400Core drilling indemnified costs






784



Total charges allocated directly to general partner


2,400



3,984



1,400Income subject to 2% allocation of general partner interest


90,297



34,402



6,334General partners share of net income


2.0
%


2.0
%


2.0
%General partners allocated share of net income before
    items directly allocable to general partner interest


1,806



688



127Incentive distributions paid to general partner*


5,046



272



Charges allocated directly to general partner


(2,400
)


(3,984
)


(1,400
)Pre-partnership net income allocated to general partner interest


71,426



184,157



157,439Net income allocated to general partner

$
75,878


$
181,133


$
156,166Net income

$
164,631


$
214,575


$
162,373Net income allocated to general partner


75,878



181,133



156,166Net income allocated to limited partners

$
88,753


$
33,442


$
6,207     *
    
    Under the two class method of computing earnings per
    share, prescribed by SFAS No. 128, Earnings Per
    Share, earnings are to be allocated to participating
    securities as if all of the earnings for the period had been
    distributed. As a result, the general partner receives an
    additional allocation of income in quarterly periods where an
    assumed incentive distribution, calculated as if all earnings
    for the period had been distributed, exceeds the actual
    incentive distribution. The assumed incentive distribution for
    the years ended December 31, 2007 and 2006 was
    $8.4 million and $0.4 million, respectively. There
    were no assumed incentive distributions during 2005.  per-unit
 96




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      General PartnerIncentivePer Unit


Common


Subordinated


Class B





Distribution


Total CashPayment Date

Distribution


Units


Units


Units


2%


Rights


Distribution11/14/2005(a)

$
0.1484


$
1,039


$
1,039


$



$
42


$



$
2,1202/14/2006

$
0.3500


$
2,452


$
2,450


$



$
100


$



$
5,0025/15/2006

$
0.3800


$
2,662


$
2,660


$



$
109


$



$
5,4318/14/2006

$
0.4250


$
6,204


$
2,975


$



$
189


$
74


$
9,44211/14/2006

$
0.4500


$
6,569


$
3,150


$



$
202


$
199


$
10,1202/14/2007

$
0.4700


$
12,010


$
3,290


$
3,198


$
390


$
603


$
19,4915/15/2007

$
0.5000


$
12,777


$
3,500


$
3,403


$
421


$
965


$
21,0668/14/2007

$
0.5250


$
16,989


$
3,675


$



$
447


$
1,267


$
22,37811/14/2007

$
0.5500


$
17,799


$
3,850


$



$
487


$
2,211


$
24,3472/14/2008(b)

$
0.5750


$
26,321


$
4,025


$



$
706


$
4,231


$
35,283     (a)
    
    This distribution represents the $0.35 per unit minimum
    quarterly distribution pro-rated for the
    39-day
    period following the IPO closing date (August 23, 2005
    through September 30, 2005).(b)
    
    On February 14, 2008, we paid a cash distribution of $0.575
    per unit on our outstanding common and subordinated units to
    unitholders of record on February 7, 2008.  Note 5.
    Related
    Party Transactions     97




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                 98




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Note 6.
    Equity
    Investments  Wamsutter
            
    First, an amount equal to $17.5 million per quarter
    to the holder of the Class A membership interests. We
    currently own 100% of the Class A interests;
    Second, an amount equal to the amount the distribution on
    the Class A membership interests in prior quarters of the
    current distribution year was less than $17.5 million per
    quarter to the holder of the Class A membership
    interests; and 99




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Third, 5% of remaining available cash shall be
    distributed to the holder of the Class A membership
    interests and 95% shall be distributed to the holders of the
    Class C units, on a pro ratabasis. We currently own
    50% of the Class C units.          December 31,2007


2006Current assets

$
27,114


$
9,841Property, plant and equipment


275,163



265,519Non-current assets


191



257Current liabilities


(12,944
)


(10,413
)Non-current liabilities


(2,812
)


(1,959
)Members capital

$
286,712


$
263,245   Years Ended December 31,2007


2006


2005Revenues:Affiliate

$
101,191


$
113,484


$
121,909Third-party


74,118



63,062



55,181Costs and expenses:Affiliate


46,834



68,041



92,656Third-party


51,090



46,815



43,879Income before cumulative effect of change in accounting principle


77,385



61,690



40,555Cumulative effect of change in accounting principle










(48
)Net income

$
77,385


$
61,690


$
40,507  100




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Discovery
    Producer Services
        Years Ended December 31,2007


2006


2005Cash distributions from Discovery to Williams

$
(9,035
)

$
(8,200
)

$
(26,898
)Williams purchase of additional 10% interest in Discovery










21,000Williams capital contributions to Discovery






800



12,143$
(9,035
)

$
(7,400
)

$
6,245         December 31,2007


2006Current assets

$
78,035


$
73,841Non-current restricted cash


6,222



28,773Property, plant and equipment


368,228



355,304Current liabilities


(33,820
)


(40,560
)Non-current liabilities


(12,216
)


(3,728
)Members capital

$
406,449


$
413,630   101




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended December 31,2007


2006


2005Revenues:Affiliate

$
220,960


$
160,825


$
76,864Third-party


39,712



36,488



45,881Costs and expenses:Affiliate


101,581



74,316



24,895Third-party


112,604



97,394



77,702Interest income


(1,799
)


(2,404
)


(1,685
)Loss on sale of operating assets


603







Foreign exchange (gain) loss


(388
)


(2,076
)


1,005Income before cumulative effect of change in accounting principle


48,071



30,083



20,828Cumulative effect of change in accounting principle










(176
)Net income

$
48,071


$
30,083


$
20,652   Note 7.
    Other
    (Income) Expense    Years Ended December 31,2007


2006


2005Impairment of Carbonate Trend pipeline

$
10,406


$



$
Gain on sale of LaMaquina carbon dioxide treating facility






(3,619
)


Other


1,689



1,146



630Total

$
12,095


$
(2,473
)

$
630   Impairment of Carbonate Trend Pipeline.
  LaMaquina Carbon Dioxide Treating
    Facility.
 102




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 8.
    Property,
    Plant and Equipment    December 31,


Estimated2007


2006


Depreciable Lives(In thousands)Land and right of way

$
42,657


$
41,721



30 yearsGathering pipelines and related equipment


830,437



821,478



20-30 yearsProcessing plants and related equipment


149,855



147,241



30 yearsFractionation plant and related equipment


16,720



16,697



30 yearsStorage plant and related equipment


80,837



69,017



30 yearsBuildings and other equipment


90,356



90,082



3-45 yearsConstruction work in progress


28,930



19,447Total property, plant and equipment


1,239,792



1,205,683Accumulated depreciation


597,503



558,105Net property, plant and equipment

$
642,289


$
647,578         2007


2006(In thousands)Balance, January 1

$
4,476


$
1,880Liabilities incurred during the period


2,950



Liabilities settled during the period


(64
)


(510
)Accretion expense


1,474



86Estimate revisions


(93
)


2,943Loss on settlements






77Balance, December 31

$
8,743


$
4,476  103




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 9.
    Accrued
    Liabilities    December 31,2007


2006(In thousands)Accrued interest

$
19,500


$
2,796Environmental remediation  current portion


1,396



2,636Customer deposit for construction


96



5,078Taxes other than income


2,490



2,347Other


4,261



3,316$
27,743


$
16,173   Note 10.
    Major
    Customers, Concentrations of Credit Risk, Financial Instruments
    and Energy Commodity Cash Flow Hedges  Major
    customers
    Concentrations
    of Credit Risk
        December 31,2007


2006(In thousands)Gathering and Processing  West:Natural gas gathering and processing

$
11,512


$
16,709Other


471



561Gathering and Processing  Gulf:Natural gas gathering


324



468Other


881



1,343NGL Services:Fractionation services


303



320Amounts due from fractionator partners


1,068



1,833Storage


735



825Accrued interest and other


109



252$
15,403


$
22,311  104




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Financial
    Instruments
    Cash and cash equivalents.
  Long-term debt.
  Energy commodity swap agreements.
  Carrying
    amounts and fair values of our financial instruments
  2007


2006Carrying


Fair


Carrying


FairAsset (Liability)

Amount


Value


Amount


Value(In thousands)Cash and cash equivalents

$
36,197


$
36,197


$
57,541


$
57,541Long-term debt


(1,000,000
)


(1,027,499
)


(750,000
)


(768,844
)Energy commodity swap agreements


(2,487
)


(2,487
)






   Energy
    Commodity Cash Flow Hedges
   105




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 11.
    Long-Term
    Debt, Credit Facilities and Leasing Activities  Long-Term
    Debt
    Interest


December 31,Rate(1)


2007


2006(Millions)Credit agreement term loan, adjustable rate, due 2012


6.16
%

$
250.0


$
Senior unsecured notes, fixed rate, due 2017


7.25
%


600.0



600.0Senior unsecured notes, fixed rate, due 2011


7.50
%


150.0



150.0Total Long-term debt





$
1,000.0


$
750.0     (1)
    
    At December 31, 2007           106




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Credit
    Facilities
        
    We together with our consolidated subsidiaries and Wamsutter,
    are required to maintain a ratio of consolidated indebtedness to
    consolidated EBITDA (each as defined in the credit agreement) of
    no greater than 5.00 to 1.00. This ratio may be increased in the
    case of an acquisition of $50.0 million or more, in which
    case the ratio will be 5.50 to 1.00 for the three fiscal
    quarter-periods following such acquisition.
    Our ratio of consolidated EBITDA to consolidated interest
    expense, as defined in the credit agreement, must be not less
    than 2.75 to 1.00 as of the last day of any fiscal quarter
    commencing March 31, 2008 unless we obtain an investment
    grade rating from Standard and Poors Ratings Services or
    Moodys Investors Service and the rating from the other
    agencies is not less than Ba1 or BB+, as applicable. On
    November 10, 2007, Standard and Poors Rating Services
    raised our credit rating from BB+ to BBB-. On January 28,
    2008, Moodys upgraded the ratings of WPZs senior
    unsecured rating to Ba2 from Ba3.      12-month
 107




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Leasing
    Activities
    (In thousands)2008

$
1,5132009


1,0482010


5262011


812012 and thereafter


11$
3,179     Note 12.
    Partners
    Capital    Limited
    Partners Rights
    
    Right to receive distributions of available cash within
    45 days after the end of each quarter.
    No limited partner shall have any management power over our
    business and affairs; the general partner shall conduct, direct
    and manage our activities.
    The general partner may be removed if such removal is approved
    by the unitholders holding at least
    662/3%
    of the outstanding units voting as a single class, including
    units held by our general partner and its affiliates.  Subordinated
    Units
   108




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Class B
    Units
        Incentive
    Distribution Rights
    GeneralQuarterly Distribution Target Amount (per unit)

Unitholders


PartnerMinimum quarterly distribution of $0.35


98
%


2
%Up to $0.4025


98



2Above $0.4025 up to $0.4375


85



15Above $0.4375 up to $0.5250


75



25Above $0.5250


50



50     Note 13.
    Long-Term
    Incentive Plan      Note 14.
    Commitments
    and Contingencies  Commitments.
  Environmental Matters-Four Corners.
 109




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Environmental Matters-Conway. and/or
   110




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Will Price.
  Grynberg.
  GE Litigation.
    Outstanding Registration Rights Agreement. 90-day 30-day
 111




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  30-day 30-day
  Other.
  Summary.
  Note 15.
    Segment
    Disclosures    112




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##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Gathering &


Gathering &Processing -


Processing -


NGLWest


Gulf


Services


Total(In thousands)2007Segment revenues:Product sales

$
279,600


$



$
11,332


$
290,932Gathering and processing


236,475



2,119







238,594Storage










28,016



28,016Fractionation










9,622



9,622Other


(2,288
)






7,941



5,653Total revenues


513,787



2,119



56,911



572,817Product cost and shrink replacement


170,434







11,264



181,698Operating and maintenance expense


135,782



1,875



24,686



162,343Depreciation, amortization and accretion


41,523



1,249



3,720



46,492Direct general and administrative expenses


7,790







2,190



9,980Other, net


10,567



10,406



746



21,719Segment operating income (loss)


147,691



(11,411
)


14,305



150,585Equity earnings


76,212



28,842







105,054Segment profit

$
223,903


$
17,431


$
14,305


$
255,639Reconciliation to the Consolidated Statement of Income:Segment operating income













$
150,585General and administrative expenses:Allocated  affiliate














(32,546
)Third-party direct














(3,102
)Operating income













$
114,937Other financial information:Segment assets

$
1,112,652


$
268,471


$
98,730


$
1,479,853Other assets and eliminations














(196,376
)Total assets













$
1,283,477Equity method investments

$
284,650


$
214,526


$



$
499,176Additions to long-lived assets

$
39,391


$



$
9,090


$
48,481   113




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Gathering &


Gathering &Processing -


Processing -


NGLWest


Gulf


Services


Total(In thousands)2006Segment revenues:Product sales

$
255,907


$



$
16,087


$
271,994Gathering and processing


246,004



2,656







248,660Storage










25,237



25,237Fractionation










11,698



11,698Other


402







5,419



5,821Total revenues


502,313



2,656



58,441



563,410Product cost and shrink replacement


159,997







15,511



175,508Operating and maintenance expense


124,763



1,660



28,791



155,214Depreciation, amortization and accretion


40,055



1,200



2,437



43,692Direct general and administrative expenses


11,920



1



1,149



13,070Other, net


5,769







719



6,488Segment operating income (loss)


159,809



(205
)


9,834



169,438Equity earnings


61,690



18,050







79,740Segment profit

$
221,499


$
17,845


$
9,834


$
249,178Reconciliation to the Consolidated Statement of Income:Segment operating income













$
169,438General and administrative expenses:Allocated  affiliate














(23,721
)Third-party direct














(2,649
)Operating income













$
143,068Other financial information:Segment assets

$
936,317


$
281,084


$
78,490


$
1,295,891Other assets and eliminations














(3,592
)Total assets













$
1,292,299Equity method investments

$
262,245


$
221,187


$



$
483,432Additions to long-lived assets


25,889







6,381



32,270   114




---



##### Table of Contents



WILLIAMS
    PARTNERS L. P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Gathering &


Gathering &Processing -


Processing -


NGLWest


Gulf


Services


Total(In thousands)2005Segment revenues:Product sales

$
231,285


$



$
13,463


$
244,748Gathering and processing


231,733



3,063







234,796Storage










20,290



20,290Fractionation










10,770



10,770Other


185



452



3,731



4,368Total revenues


463,203



3,515



48,254



514,972Product cost and shrink replacement


165,706







11,821



177,527Operating and maintenance expense


104,648



714



24,397



129,759Depreciation, amortization and accretion


38,960



1,200



2,419



42,579Direct general and administrative expenses


12,230



2



1,068



13,300Other, net


8,382







694



9,076Segment operating income


133,277



1,599



7,855



142,731Equity earnings


40,555



11,880







52,435Segment profit

$
173,832


$
13,479


$
7,855


$
195,166Reconciliation to the Consolidated Statement of Income:Segment operating income













$
142,731General and administrative expenses:Allocated  affiliate














(22,256
)Third-party direct














(1,059
)Operating income













$
119,416Other financial information:Segment assets

$
875,250


$
246,086


$
63,819


$
1,185,155Other assets and eliminations














5,353Total assets













$
1,190,508Equity method investments

$
240,156


$
225,337


$



$
465,493Additions to long-lived assets


27,578







3,688



31,266  115




---



##### Table of Contents



QUARTERLY
    FINANCIAL DATA
    (Unaudited)
  per-unit
  First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter2007Revenues

$
133,815


$
139,269


$
149,576


$
150,157Costs and operating expenses


110,530



103,811



114,077



129,462Net income


25,137



46,742



47,901



44,851
(a)Basic and diluted net income per limited partner unit:Income before cumulative effect of change in accounting
    principle:Common units

$
0.31


$
0.48
(b)

$
0.62


$
0.56Subordinated units

$
0.31


$
0.48
(b)

$
0.62


$
0.56Net income:Common units

$
0.31


$
0.48
(b)

$
0.62


$
0.56Subordinated units

$
0.31


$
0.48
(b)

$
0.62


$
0.56   First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter2006Revenues

$
132,735


$
141,186


$
146,582


$
142,907Costs and operating expenses


98,726



109,401



104,424



107,791Net income


48,855



53,036



66,384



46,300Basic and diluted net income per limited partner unit:Income before cumulative effect of change in accounting
    principle:Common units

$
0.35


$
0.25


$
0.57


$
0.45Subordinated units

$
0.35


$
0.25


$
0.57


$
0.45Net income:Common units

$
0.35


$
0.25


$
0.57


$
0.45Subordinated units

$
0.35


$
0.25


$
0.57


$
0.45     (a)
    
    The fourth quarter of 2007 included  
    a $10.4 million impairment of the Carbonate Trend pipeline
    (see Note 7 Other (Income) Expense); and
    a reduction in operating income from the shutdown of the Ignacio
    gas processing plant resulting from a fire.  (b)
    
    Earnings per unit for the second quarter of 2007 has been recast
    to reflect the conversion of our outstanding Class B units
    into common units on a one-for-one basis, which occurred on
    May 21, 2007. This resulted in a $5.3 million non-cash
    allocation of income to the Class B units representing the
    Class B unit beneficial conversion feature during the
    second quarter of 2007. The $5.3 million beneficial
    conversion feature was computed as the product of the 6,805,492
    Class B units and the difference between the fair value of
    a privately placed common unit on the date of issuance ($36.59)
    and the issue price of a privately placed Class B unit
    ($35.81). This resulted in an $0.08 decrease from $0.56 per unit
    to $0.48 per unit on our earnings per common unit for the second
    quarter of 2007. While this correction affects net income
    available to limited partners, it does not affect net income,
    cash flows nor does it affect total partners equity. 116




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##### Table of Contents



2007


2006


2005(Dollars in thousands)Net income (loss) allocated to limited partners by quarter:First quarter


$12,225



$4,898



N/ASecond quarter


19,017



3,795



N/AThird quarter


24,492



12,213



(256
)Fourth quarter


23,707



11,289



7,078Weighted average common units outstanding by quarter:First quarter


39,358,798



14,006,146



N/ASecond quarter


39,358,798



14,923,619



N/AThird quarter


39,359,555



21,597,072



14,000,000Fourth quarter


42,422,444



25,266,210



14,001,945  117




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##### Table of Contents



Item 9.
    Changes
    In and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e)
    Changes
    in Internal Controls Over Financial Reporting
    Managements
    Report on Internal Control over Financial Reporting
    Item 9B.
    Other
    Information  Form 8-K
 PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance   118




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##### Table of Contents



Name

Age

Position with Williams Partners GP LLCSteven J. Malcolm


59


Chairman of the Board and Chief Executive OfficerDonald R. Chappel


56


Chief Financial Officer and DirectorAlan S. Armstrong


45


Chief Operating Officer and DirectorJames J. Bender


51


General CounselH. Michael Krimbill


54


Director and Member of Audit and Conflicts CommitteesBill Z. Parker


60


Director and Member of Audit and Conflicts CommitteesAlice M. Peterson


55


Director and Member of Audit and Conflicts CommitteesRodney J. Sailor


49


Director and Treasurer     Steven J. Malcolm
  Donald R. Chappel
  Alan S. Armstrong
 119




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##### Table of Contents



James J. Bender
  H. Michael Krimbill
  Bill Z. Parker
  Alice M. Peterson tm start-up
  Rodney J. Sailor
 120




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##### Table of Contents



Governance
    Director
    Independence
    http://www.williamslp.com
  
    the director, or an immediate family member of the director, has
    received during any twelve-month period within the last three
    years more than $100,000 per year in direct compensation from
    our general partner, us and any parent or subsidiary in a
    consolidated group with such entities (collectively, the
    Partnership Group), other than board and committee fees and
    pension or other forms of deferred compensation for prior
    service (provided such compensation is not contingent in any way
    on continued service). Neither compensation received by a
    director for former service as an interim chairman or chief
    executive officer or other executive officer nor compensation
    received by an immediate family member for service as an
    employee of the Partnership Group will be considered in
    determining independence under this standard.
    the director is a current employee, or has an immediate family
    member who is a current executive officer, of another company
    that has made payments to, or received payments from, the
    Partnership Group for property or services in an amount which,
    in any of the last three fiscal years, exceeds the greater of
    $1.0 million, or 2% of the other companys
    consolidated gross annual revenues. Contributions to tax exempt
    organizations are not considered payments for
    purposes of this standard.
    the director is, or has been within the last three years, an
    employee of the Partnership Group, or an immediate family member
    is, or has been within the last three years, an executive
    officer, of the Partnership Group. Employment as an interim
    chairman or chief executive officer or other executive officer
    will not disqualify a director from being considered independent
    following that employment.
    (i) the director or an immediate family member is a current
    partner of a present or former internal or external auditor for
    the Partnership Group, (ii) the director is a current
    employee of such a firm, (iii) the director has an
    immediate family member who is a current employee of such a firm
    and participates in such firms audit, assurance or tax
    compliance (but not tax planning) practice or (iv) the
    director or an immediately family member was within the last
    three years (but is no longer) a partner or employee of such a
    firm and personally worked on an audit for the Partnership Group
    within that time.
    if the director or an immediate family member is, or has been
    within the last three years, employed as an executive officer of
    another company where any of the Partnership Groups
    present executive officers at the same time serves or served on
    that companys compensation committee.
    if the board of directors determines that a discretionary
    contribution made by any member of the Partnership Group to a
    non-profit organization with which a director, or a
    directors spouse, has a relationship, impacts the
    directors independence. 121




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##### Table of Contents



and/or
      Meeting
    Attendance and Preparation
    Executive
    Sessions of Non-Management Directors
    Communications
    with Directors
  http://www.williamslp.com.
 122




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##### Table of Contents



c/o Williams
  c/o Williams
  E-mail: brian.shore@williams.com
  Board
    Committees
    Board
    Committee Membership
  Audit


ConflictsCommittee


CommitteeH. Michael Krimbill


ü



üBill Z. Parker


ü



Alice M. Peterson






ü     ü
    
    = committee member
    
    = chairperson  Audit
    Committee
    Conflicts
    Committee
   123




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##### Table of Contents



Code of
    Business Conduct and Ethics
  http://www.williamslp.com
  Internet
    Access to Governance Documents
  http://www.williamslp.com
  Section 16(a)
    Beneficial Ownership Reporting Compliance
    Transfer
    Agent and Registrar
    02940-3069  (781) 575-2879 (877) 498-8861  (800) 952-9245
    
  CEO/CFO
    Certifications
   124




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##### Table of Contents



REPORT OF
    THE AUDIT COMMITTEE
    
    reviewed and discussed the audited financial statements in this
    annual report on
    Form 10-K
    with management, including a discussion of the quality, not just
    the acceptability, of the accounting principles, the
    reasonableness of significant judgments and the clarity of
    disclosures in the financial statements;
    reviewed with Ernst & Young LLP, the independent
    auditors, who are responsible for expressing an opinion on the
    conformity of those audited financial statements with generally
    accepted accounting principles, their judgments as to the
    quality and acceptability of Williams Partners L.P.s
    accounting principles and such other matters as are required to
    be discussed with the audit committee under generally accepted
    auditing standards;
    received the written disclosures and the letter required by
    standard No. 1 of the independence standards board
    (independence discussions with audit committees) provided to the
    audit committee by Ernst & Young LLP;
    discussed with Ernst & Young LLP its independence from
    management and Williams Partners L.P. and considered the
    compatibility of the provision of nonaudit services by the
    independent auditors with the auditors independence;
    discussed with Ernst & Young LLP the matters required
    to be discussed by statement on auditing standards No. 61,
    as amended (communications with audit committees);
    discussed with Williams Partners L.P.s internal auditors
    and Ernst & Young LLP the overall scope and plans for
    their respective audits. The audit committee meets with the
    internal auditors and Ernst & Young LLP, with and
    without management present, to discuss the results of their
    examinations, their evaluations of Williams Partners L.P.s
    internal controls and the overall quality of Williams Partners
    L.P.s financial reporting;
    based on the foregoing reviews and discussions, recommended to
    the board of directors that the audited financial statements be
    included in the annual report on
    Form 10-K
    for the year ended December 31, 2007, for filing with the
    SEC; and
    approved the selection and appointment of Ernst &
    Young LLP to serve as Williams Partners L.P.s independent
    auditors.             125




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##### Table of Contents



Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  http://www.sec.gov http://www.williams.com
  Executive
    Compensation
    http://www.sec.gov http:/www.williams.com
  Compensation
    Committee Interlocks and Insider Participation
   126




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##### Table of Contents



Board
    Report on Compensation
  Form 10-K.
  
  Compensation
    of Directors
      Director
    Compensation Fiscal Year 2007
  Fees Earned or Paid





All OtherName

in Cash


Unit Awards(1)


Compensation


TotalH. Michael Krimbill

$
60,000


$
20,706
(2)

$
0


$
80,706Thomas C. Knudson

$
0


$
6,670
(3)

$
0


$
6,670Bill Z. Parker

$
60,000


$
25,015
(4)

$
0


$
85,015Alice M. Peterson

$
60,000


$
25,015
(5)

$
0


$
85,015     (1)
    
    Awards were granted under the Williams Partners GP LLC Long-Term
    Incentive Plan. Awards are in the form of restricted units and
    are shown using a dollar value equal to the 2007 compensation
    expense computed in accordance with Statement of Financial
    Accounting Standards No. 123(R). Cash distributions are
    paid on these restricted units at the same time and same rate as
    distributions paid to our unitholders.(2)
    
    The grant date fair value for the 2007 restricted units for
    Mr. Krimbill is $50,010. At fiscal year end,
    Mr. Krimbill had an aggregate of 1,243 restricted units
    outstanding. 127




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##### Table of Contents



(3)
    
    Mr. Knudson did not receive any restricted units in 2007.
    At fiscal year end, Mr. Knudson did not have any restricted
    units outstanding. Mr. Knudson retired from the board of
    directors of our general partner on August 22, 2007.(4)
    
    The grant date fair value for the 2007 restricted units for
    Mr. Parker is $25,015. At fiscal year end, Mr. Parker
    had an aggregate of 580 restricted units outstanding.(5)
    
    The grant date fair value for the 2007 restricted units for
    Ms. Peterson is $25,015. At fiscal year end,
    Ms. Peterson had an aggregate of 580 restricted units
    outstanding.  Long-Term
    Incentive Plan
      Restricted
    Units and Phantom Units
     128




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##### Table of Contents



Unit
    Options and Unit Appreciation Rights
      Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    
    each person known by us to be a beneficial owner of more than 5%
    of the units;
    each of the directors of our general partner;
    each of the named executive officers of our general
    partner; and
    all directors and executive officers of our general partner as a
    group.     129




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##### Table of Contents



74172-0172.
  PercentageCommon Units


of Total Common UnitsName of Beneficial Owner

Beneficially Owned


Beneficially OwnedThe Williams Companies, Inc.(a)


11,613,527



22.01
%Williams Energy Services, LLC(a)


8,787,149



16.65
%Williams Partners GP LLC(a)


3,363,527



6.37
%Williams Energy, L.L.C.(a)


2,952,233



5.59
%MAPCO Inc.(a)


2,952,233



5.59
%Williams Partners Holdings LLC(a)


2,826,378



5.35
%Lehman Brothers Holdings Inc.(b)


3,421,306



6.48
%Prudential Financial, Inc.(c)


3,024,864



5.73
%Jennison Associates LLC(d)


2,823,749



5.35
%Alan S. Armstrong(e)


15,000




*James J. Bender


2,000




*Donald R. Chappel


10,000




*H. Michael Krimbill(f)


26,243




*Steven J. Malcolm(g)


25,100




*Bill Z. Parker


8,616




*Alice M. Peterson


3,616




*Rodney J. Sailor


0




*All directors and executive officers as a group (eight persons)


90,575




*     *
    
    Less than 1%.(a)
    
    As noted in the Schedule 13D/A filed with the SEC on
    January 18, 2008, The Williams Companies, Inc. is the
    ultimate parent company of Williams Energy Services, LLC,
    Williams Partners GP LLC, Williams Energy, L.L.C., Williams
    Discovery Pipeline LLC and Williams Partners Holdings LLC and
    may, therefore, be deemed to beneficially own the units held by
    each of these companies. The Williams Companies, Inc.s
    common stock is listed on the New York Stock Exchange under the
    symbol WMB. The Williams Companies, Inc. files
    information with or furnishes information to, the Securities and
    Exchange Commission pursuant to the information requirements of
    the Securities Exchange Act of 1934 (the Act). Williams
    Discovery Pipeline LLC is the record holder of 1,425,466 common
    units. Williams Energy Services, LLC is the record owner of
    1,045,923 common units and, as the sole stockholder of MAPCO
    Inc. and the sole member of Williams Discovery Pipeline LLC and
    Williams Partners GP LLC, may, pursuant to
    Rule 13d-3,
    be deemed to beneficially own the units beneficially owned by
    MAPCO Inc., Williams Discovery Pipeline LLC and Williams
    Partners GP LLC. MAPCO Inc., as the sole member of Williams
    Energy, L.L.C., may, pursuant to
    Rule 13d-3,
    be deemed to beneficially own the units held by Williams Energy,
    L.L.C.(b)
    
    Based solely on the Schedule 13G filed  with the SEC on February
    19, 2008, Lehman Brothers Holdings Inc. (Holdings), may be
    deemed the beneficial owner of 409,700 common units directly
    owned by Lehman Brothers Inc. (LBI), a broker-dealer registered
    under Section 15 of the Act, 2,389,206 common units (including
    2,200,000 common units issuable upon the exercise of call
    options) owned by Lehman Brothers MLP Opportunity Fund LP (MLP
    Opport. Fund) and 622,400 common units owned by Lehman Brothers
    MLP Partners, LP (MLP Partners). The Schedule 13G notes that:
    (i) LBI is a wholly owned subsidiary of Holdings; (ii) Lehman
    Brothers MLP Opportunity Associates LP (MLP Opport. Assoc LP) is
    the general partner of MLP Opport. Fund, Lehman Brothers MLP
    Opportunity Associates LLC (MLP Opport. Assoc LLC) is the
    general partner of MLP Opport. Assoc LP and MLP Opport. Assoc
    LLC is wholly owned by 130




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##### Table of Contents



Holdings; and (iii) Lehman Brothers MLP Associates, L.P. (MLP
    Assoc LP) is the general partner of MLP Partners, LBI Group Lnc.
    (LBI Group) is the general partner of MLP Assoc LP and LBI Group
    is wholly owned by Holdings. The address of Holdings is 745
    Seventh Avenue, New York, New York 10019.(c)
    
    Based solely on the Schedule 13G/A filed with the SEC on
    February 6, 2008, Prudential Financial, Inc. (Prudential),
    a Parent Holding Company as defined in the Act, may be deemed to
    be the beneficial owner of securities beneficially owned by the
    Registered Investment Advisors and Broker Dealers listed in such
    Schedule 13G/A, of which Prudential is the direct or
    indirect parent, and may have direct or indirect voting power
    over the reported common units which are held for
    Prudentials benefit or for the benefit of its clients by
    its separate accounts, externally managed accounts, registered
    investment companies, subsidiaries and/or affiliates. The 13G/A
    indicates that Prudential has sole voting and dispositive power
    over 1,115 common units and shared voting and dispositive power
    over 3,023,749 common units. The Schedule 13G notes that
    Prudential reported the combined holdings of these entities for
    the purpose of administrative convenience. The address of
    Prudential is 751 Broad Street, Newark, New Jersey
    07102-3777.(d)
    
    Based solely on the Schedule 13G filed with the SEC on
    June 11, 2007, Jennison Associates LLC (Jennison), an
    Investment Advisor as defined in the Act, may be deemed to be
    the beneficial owner of securities beneficially owned by
    investment companies, insurance separate accounts and
    institutional clients for which it acts as an investment
    advisor. The Schedule 13G notes that Prudential is a managed
    portfolio that indirectly owns 100% of equity interests of
    Jennison, and may have direct or indirect voting power and/or
    dispositive power over the common units which Jennison may be
    deemed to beneficially own. The Schedule 13G further notes
    that Jennison does not file jointly with Prudential and the
    common units reported by Jennison in its Schedule 13G may
    be included in the common units reported in the
    Schedule 13G filed by Prudential. The address of Jennison
    is 466 Lexington Avenue, New York, New York 10017.(e)
    
    Mr. Armstrong is the trustee of The Shelly Stone Armstrong
    Trust dated August 10, 2004, and has the right to receive
    or the power to direct the receipt of dividends from, or the
    proceeds from the sale of, 5,000 common units that are held by
    the trust.(f)
    
    Includes 663 unvested restricted units granted pursuant to the
    Williams Partners GP LLC Long-Term Incentive Plan.(g)
    
    Represents units beneficially owned by Mr. Malcolm that are
    held by the Steven J. Malcolm Revocable Trust.    Shares of CommonStock Owned


Shares UnderlyingDirectly or


Options ExercisableName of Beneficial Owner

Indirectly(a)


Within 60 Days(b)


Total


Percent of ClassAlan S. Armstrong


128,428



75,440



203,868




*James J. Bender


153,983



73,825



227,808




*Donald R. Chappel


258,285



113,070



371,355




*Steven J. Malcolm


919,212



541,665



1,460,877




*Rodney J. Sailor


33,707



26,351



60,058




*Bill Z. Parker














Alice M. Peterson














H. Michael Krimbill














All directors and executive officers as a group (eight persons)


1,493,615



830,351



2,323,966




*     *
    
    Less than 1%. 131




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##### Table of Contents



(a)
    
    Includes shares held under the terms of incentive and investment
    plans as follows: Mr. Armstrong, 14 shares in The
    Williams Companies Investment Plus Plan and 128,414 restricted
    stock units; Mr. Bender, 2,800 shares owned by
    children, 122,693 restricted stock units and 28,490 beneficially
    owned shares; Mr. Chappel, 186,642 restricted stock units
    and 71,643 beneficially owned shares; Mr. Malcolm,
    45,736 shares in The Williams Companies Investment Plus
    Plan, 468,092 restricted stock units and 405,384 beneficially
    owned shares; and Mr. Sailor, 10,120 shares in The
    Williams Investment Plus Plan, 22,933 restricted stock units and
    654 beneficially owned shares. Restricted stock units do not
    provide the holder with voting or investment power.(b)
    
    The shares indicated represent stock options granted under
    Williams current or previous stock option plans, which are
    currently exercisable or which will become exercisable within
    60 days of February 22, 2008. Shares subject to
    options cannot be voted.  Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Number of SecuritiesRemaining AvailableNumber of Securities


Weighted-Average


for Future Issuanceto be Issued Upon


Exercise Price of


Under EquityExercise of Outstanding


Outstanding


Compensation PlanOptions, Warrants


Options, Warrants


(Excluding Securitiesand Rights


and Rights


Reflected in Column(a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders










Equity compensation plans not approved by security holders



(1)






689,321Total










689,321     (1)
    
    2,403 unvested restricted units granted pursuant to the Williams
    Partners GP LLC Long-Term Incentive Plan were outstanding as of
    December 31, 2007. 1,740 restricted units vested on
    February 18, 2007 and 663 vest on June 12, 2008. No
    value is shown in column (b) of the table because the
    restricted units do not have an exercise price. To date, the
    only grants under the plan have been grants of restricted units.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Transactions
    with Related Persons
  and/or
    Distributions
    and Payments to Our General Partner and Its Affiliates
   132




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##### Table of Contents



Operational StageDistributions of available cash to our general partner and its
    affiliates
    
    We will generally make cash distributions 98% to unitholders,
    including our general partner and its affiliates as holders of
    an aggregate of 11,613,527 common units and the remaining 2% to
    our general partner.In addition, if distributions exceed the minimum quarterly
    distribution and other higher target levels, our general partner
    will be entitled to increasing percentages of the distributions,
    up to 50% of the distributions above the highest target level.
    We refer to the rights to the increasing distributions as
    incentive distribution rights. For further
    information about distributions, please read Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities.Reimbursement of expenses to our general partner and its
    affiliates
    
    Our general partner does not receive a management fee or other
    compensation for the management of our partnership. Our general
    partner and its affiliates are reimbursed, however, for all
    direct and indirect expenses incurred on our behalf. Our general
    partner determines the amount of these expenses.Withdrawal or removal of our general partner
    
    If our general partner withdraws or is removed, its general
    partner interest and its incentive distribution rights will
    either be sold to the new general partner for cash or converted
    into common units, in each case for an amount equal to the fair
    market value of those interests.Liquidation StageLiquidation
    
    Upon our liquidation, the partners, including our general
    partner, will be entitled to receive liquidating distributions
    according to their particular capital account balances.  Reimbursement
    of Expenses of Our General Partner
     133




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##### Table of Contents



http://www.sec.gov http://www.williams.com
    Omnibus
    Agreement
    
    reimbursement of certain general and administrative expenses;
    indemnification for certain environmental liabilities, tax
    liabilities and right-of-way defects;
    reimbursement for certain expenditures; and
    a license for the use of certain software and intellectual
    property.  General
    and Administrative Expenses
    Indemnification
    for Environmental and Related Liabilities
    
    remediation costs associated with the KDHE Consent Orders and
    certain NGLs associated with our Conway storage facilities;
    the costs associated with the installation of wellhead control
    equipment and well meters at our Conway storage facility; 134




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##### Table of Contents




    KDHE-related cavern compliance at our Conway storage
    facility; and
    the costs relating to the restoration of the overburden along
    our Carbonate Trend pipeline in connection with erosion caused
    by Hurricane Ivan in September 2004.      
    certain defects in the easement rights or fee ownership
    interests in and to the lands on which any assets contributed to
    us in connection with our initial public offering are located
    and failure to obtain certain consents and permits necessary to
    conduct our business that arise within three years after the
    closing of our initial public offering; and
    certain income tax liabilities attributable to the operation of
    the assets contributed to us in connection with our initial
    public offering prior to the time they were contributed.    Reimbursement
    for Certain Expenditures Attributable to Discovery
    Intellectual
    Property License
    Amendments
   135




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##### Table of Contents



Competition
    Credit
    Facilities
  Working
    Capital Facility
    12-month
  Williams
    Credit Agreement
    Wamsutter
    Credit Facility
    Wamsutter
    Limited Liability Company Agreement
        Discovery
    Operating and Maintenance Agreements
   136




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##### Table of Contents



Wamsutter
    Purchase and Sale Agreement
    Discovery
    Purchase and Sale Agreement
    Natural
    Gas and NGL Purchasing Contracts
   137




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##### Table of Contents



Gathering,
    Processing and Treating Contracts
  34 MMcf/d
  105 MMcf/d
    Natural
    Gas Purchases
          Balancing
    Services Agreement
   138




---



##### Table of Contents



Summary
    of Other Transactions with Williams
    
    we distributed $23.7 million to affiliates of Williams as
    quarterly distributions on their common units, subordinated
    units, 2% general partner interest and incentive distribution
    rights; and
    we purchased $11.3 million of NGLs to replenish deficit
    product positions from a subsidiary of Williams based on market
    pricing.  Review,
    Approval or Ratification of Transactions with Related
    Persons
    
    approved by the conflicts committee;
    approved by the vote of a majority of the outstanding common
    units, excluding any common units owned by our general partner
    or any of its affiliates;
    on terms no less favorable to us than those generally being
    provided to or available from unrelated third parties; or
    fair and reasonable to us, taking into account the totality of
    the relationships between the parties involved, including other
    transactions that may be particularly favorable or advantageous
    to us.     139




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##### Table of Contents



Director
    Independence
    Item 14.
    Principal
    Accountant Fees and Services    2007


2006(Thousands)Audit Fees

$
1,416


$
1,459Audit-Related Fees






Tax Fees


35



25All Other Fees






$
1,451


$
1,484   Form 10-Q
   140




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Williams Partners L.P. financials
  PageCovered by reports of independent auditors:Consolidated balance sheets at December 31, 2007 and 2006


84Consolidated statements of income for each of the three years
    ended December 31, 2007


85Consolidated statement of partners capital for each of the
    three years ended December 31, 2007


86Consolidated statements of cash flows for each of the three
    years ended December 31, 2007


87Notes to consolidated financial statements


88Not covered by reports of independent auditors:Quarterly financial data (unaudited)


115     The exhibits listed below are furnished
    or filed as part of this annual report:
    ExhibitNumber



Description*§Exhibit 2
.1



Purchase and Sale agreement, dated April 6, 2006, by and
    among Williams Energy Services, LLC, Williams Field Services
    Group, LLC, Williams Field Services Company, LLC, Williams
    Partners GP LLC, Williams Partners L.P. and Williams Partners
    Operating LLC (attached as Exhibit 2.1 to Williams Partners
    L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on April 7, 2006).*§Exhibit 2
.2



Purchase and Sale Agreement, dated November 16, 2006, by
    and among Williams Energy Services, LLC, Williams Field Services
    Group, LLC, Williams Field Services Company, LLC, Williams
    Partners GP LLC, Williams Partners L.P. and Williams Partners
    Operating LLC (attached as Exhibit 2.1 to Williams Partners
    L.P.s current report on
    Form 8-K
    (File
    001-32599)
    filed with the SEC on November 21, 2006).*§Exhibit 2
.3



Purchase and Sale Agreement, dated June 20, 2007, by and
    among Williams Energy, L.L.C., Williams Energy Services, LLC and
    Williams Partners Operating LLC (attached as Exhibit 2.1 to
    Williams Partners L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on June 25, 2007).*§Exhibit 2
.4



Purchase and Sale Agreement, dated November 30, 2007, by
    and among Williams Energy Services, LLC, Williams Field Services
    Group, LLC, Williams Field Services Company, LLC, Williams
    Partners GP LLC, Williams Partners L.P. and Williams Partners
    Operating LLC (attached as Exhibit 2.1 to Williams Partners
    L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 3, 2007).*Exhibit 3
.1



Certificate of Limited Partnership of Williams Partners L.P.
    (attached as Exhibit 3.1 to Williams Partners L.P.s
    registration statement on
    Form S-1
    (File
    No. 333-124517)
    filed with the SEC on May 2, 2005).*Exhibit 3
.2



Certificate of Formation of Williams Partners GP LLC (attached
    as Exhibit 3.3 to Williams Partners L.P.s
    registration statement on
    Form S-1
    (File
    No. 333-124517)
    filed with the SEC on May 2, 2005).*Exhibit 3
.3



Amended and Restated Agreement of Limited Partnership of
    Williams Partners L.P. (including form of common unit
    certificate), as amended by Amendments Nos. 1, 2 and 3 (attached
    as Exhibit 3.3 to Williams Partners L.P.s annual
    report on
    Form 10-K
    (File
    No. 001-32599)
    filed with the SEC on February 28, 2007). 141




---



##### Table of Contents



ExhibitNumber



Description*Exhibit 3
.4



Amended and Restated Limited Liability Company Agreement of
    Williams Partners GP LLC (attached as Exhibit 3.2 to
    Williams Partners L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on August 26, 2005).*Exhibit 4
.1



Indenture, dated June 20, 2006, by and among Williams
    Partners L.P., Williams Partners Finance Corporation and
    JPMorgan Chase Bank, N.A. (attached as Exhibit 4.1 to
    Williams Partners L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on June 20, 2006).*Exhibit 4
.2



Form of
    71/2% Senior
    Note due 2011 (included as Exhibit 1 to
    Rule 144A/Regulation S Appendix of Exhibit 4.1
    attached to Williams Partners L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on June 20, 2006).*Exhibit 4
.3



Certificate of Incorporation of Williams Partners Finance
    Corporation (attached as Exhibit 4.5 to Williams Partners
    L.P.s registration statement on
    Form S-3
    (File
    No. 333-137562)
    filed with the SEC on September 22, 2006).*Exhibit 4
.4



Bylaws of Williams Partners Finance Corporation (attached as
    Exhibit 4.6 to Williams Partners L.P.s registration
    statement on
    Form S-3
    (File
    No. 333-137562)
    filed with the SEC on September 22, 2006).*Exhibit 4
.5



Indenture, dated December 13, 2006, by and among Williams
    Partners L.P., Williams Partners Finance Corporation and The
    Bank of New York (attached as Exhibit 4.1 to Williams
    Partners L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 19, 2006).*Exhibit 4
.6



Form of
    71/4% Senior
    Note due 2017 (included as Exhibit 1 to
    Rule 144A/Regulation S Appendix of Exhibit 4.1
    attached to Williams Partners L.P. current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 19, 2006).*Exhibit 4
.7



Registration Rights Agreement, dated December 13, 2006, by
    and between Williams Partners L.P. and the purchasers named
    therein (attached as Exhibit 4.4 to Williams Partners
    L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 19, 2006).*Exhibit 10
.1



Omnibus Agreement among Williams Partners L.P., Williams Energy
    Services, LLC, Williams Energy, L.L.C., Williams Partners
    Holdings LLC, Williams Discovery Pipeline LLC, Williams Partners
    GP LLC, Williams Partners Operating LLC and (for purposes of
    Articles V and VI thereof only) The Williams Companies,
    Inc. (attached as Exhibit 10.1 to Williams Partners
    L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on August 26, 2005).*#Exhibit 10
.2



Williams Partners GP LLC Long-Term Incentive Plan (attached as
    Exhibit 10.2 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on August 26, 2005).*#Exhibit 10
.3



Amendment to the Williams Partners GP LLC Long-Term Incentive
    Plan, dated November 28, 2006 (attached as
    Exhibit 10.1 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 4, 2006).*Exhibit 10
.4



Contribution, Conveyance and Assumption Agreement, dated
    August 23, 2005, by and among Williams Partners L.P.,
    Williams Energy, L.L.C., Williams Partners GP LLC, Williams
    Partners Operating LLC, Williams Energy Services, LLC, Williams
    Discovery Pipeline LLC, Williams Partners Holdings LLC and
    Williams Natural Gas Liquids, Inc. (attached as
    Exhibit 10.3 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on August 26, 2005).*Exhibit 10
.5



Third Amended and Restated Limited Liability Company Agreement
    for Discovery Producer Services LLC (attached as
    Exhibit 10.7 to Amendment No. 1 to Williams Partners
    L.P.s registration statement on
    Form S-1
    (File
    No. 333-124517)
    filed with the SEC on June 24, 2005). 142




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##### Table of Contents



ExhibitNumber



Description*Exhibit 10
.6



Amendment No. 1 to Third Amended and Restated Limited
    Liability Company Agreement for Discovery Producer Services LLC
    (attached as Exhibit 10.6 to Williams Partners L.P.s
    quarterly report on
    Form 10-Q
    (File
    No. 001-32599)
    filed with the SEC on August 8, 2006).*#Exhibit 10
.7



Director Compensation Policy dated November 29, 2005
    (attached as Exhibit 10.1 to Williams Partners L.P.s
    current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 1, 2005).*#Exhibit 10
.8



Form of Grant Agreement for Restricted Units (attached as
    Exhibit 10.2 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 1, 2005).*Exhibit 10
.9



Contribution, Conveyance and Assumption Agreement, dated
    June 20, 2006, by and among Williams Energy Services, LLC,
    Williams Field Services Company, LLC, Williams Field Services
    Group, LLC, Williams Partners GP LLC, Williams Partners L.P. and
    Williams Partners Operating LLC (attached as Exhibit 10.1
    to Williams Partners L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on June 20, 2006).*Exhibit 10
.10



Contribution, Conveyance and Assumption Agreement, dated
    June 20, 2006, by and among Williams Field Services
    Company, LLC and Williams Four Corners LLC (attached as
    Exhibit 10.4 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on June 20, 2006).*Exhibit 10
.11



Amended and Restated Working Capital Loan Agreement, dated
    August 7, 2006, between The Williams Companies, Inc. and
    Williams Partners L.P. (attached as Exhibit 10.7 to
    Williams Partners L.P.s quarterly report on
    Form 10-Q
    (File
    No. 001-32599)
    filed with the SEC on August 8, 2006).*Exhibit 10
.12



Contribution, Conveyance and Assumption Agreement, dated
    December 13, 2006, by and among Williams Energy Services,
    LLC, Williams Field Services Company, LLC, Williams Field
    Services Group, LLC, Williams Partners GP LLC, Williams Partners
    L.P. and Williams Partners Operating LLC (attached as
    Exhibit 10.1 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 19, 2006).*Exhibit 10
.13



Assignment Agreement, dated December 11, 2007, by and
    between Williams Field Services Company, LLC and Wamsutter LLC
    (attached as Exhibit 10.01 to Williams Partners L.P.s
    current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 17, 2007).*Exhibit 10
.14



Contribution, Conveyance and Assumption Agreement, dated
    December 11, 2007, by and among Williams Energy Services,
    LLC, Williams Field Services Company, LLC, Williams Field
    Services Group, LLC, Williams Partners GP LLC, Williams Partners
    L.P. and Williams Partners Operating LLC (attached as
    Exhibit 10.2 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 17, 2007).*Exhibit 10
.15



Amended and Restated Limited Liability Company Agreement of
    Wamsutter LLC, dated December 11, 2007, by and among
    Williams Energy Services, LLC, Williams Field Services Company,
    LLC, Williams Field Services Group, LLC, Williams Partners GP
    LLC, Williams Partners L.P. and Williams Partners Operating LLC
    (attached as Exhibit 10.3 to Williams Partners L.P.s
    current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 17, 2007).*Exhibit 10
.16



Common Unit Redemption Agreement, dated December 11,
    2007, by and between Williams Partners L.P. and Williams
    Partners GP LLC (attached as Exhibit 10.4 to Williams
    Partners L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 17, 2007). 143




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##### Table of Contents



ExhibitNumber



Description*Exhibit 10
.17



Credit Agreement dated as of December 11, 2007, by and
    among Williams Partners L.P., the lenders party hereto,
    Citibank, N.A., as Administrative Agent and Issuing Bank, and
    The Bank of Nova Scotia, as Swingline Lender (attached as
    Exhibit 10.5 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 17, 2007).*Exhibit 10
.18



Working Capital Loan Agreement, dated December 11, 2007, by
    and between The Williams Companies, Inc. and Wamsutter LLC
    (attached as Exhibit 10.6 to Williams Partners L.P.s
    current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 17, 2007).+Exhibit 12




Computation of Ratio of Earnings to Fixed Charges+Exhibit 21




List of subsidiaries of Williams Partners L.P.+Exhibit 23
.1



Consent of Independent Registered Public Accounting Firm,
    Ernst & Young LLP.+Exhibit 23
.2



Consent of Independent Auditors, Ernst & Young LLP.+Exhibit 24




Power of attorney together with certified resolution.+Exhibit 31
.1



Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer.+Exhibit 31
.2



Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer.+Exhibit 32




Section 1350 Certifications of Chief Executive Officer and
    Chief Financial Officer.+Exhibit 99
.1



Pre-approval policy with respect to audit and non-audit services
    of the audit committee of the board of directors of Williams
    Partners GP LLC.+Exhibit 99
.2



Williams Partners GP LLC Financial Statements.     *
    
    Each such exhibit has heretofore been filed with the SEC as part
    of the filing indicated and is incorporated herein by reference.+
    
    Filed herewith.  §
    
    Pursuant to item 601(b) (2) of
    Regulation S-K,
    the registrant agrees to furnish supplementally a copy of any
    omitted exhibit or schedule to the SEC upon request.#
    
    Management contract or compensatory plan or arrangement.  (c)
    
    Wamsutter LLC financial statements and notes thereto
    Discovery Producer Services LLC financial statements and notes
    thereto 144




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##### Table of Contents



Report of
    Independent Auditors
  
              145




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##### Table of Contents



WAMSUTTER
    LLC
  BALANCE
    SHEETS
  December 31,2007


2006(In thousands)ASSETSCurrent assets:Accounts receivable:Trade

$
7,644


$
6,713Affiliate


13,299



Other


2,424



Product imbalance


2,038



1,449Reimbursable capital projects


1,709



1,679Total current assets


27,114



9,841Property, plant and equipment, net


275,163



265,519Other noncurrent assets


191



257Total assets

$
302,468


$
275,617LIABILITIES AND MEMBERS CAPITALCurrent liabilities:Accounts payable  trade

$
4,627


$
5,842Accounts payable  affiliate


5,153



Product imbalance


2,296



3,041Accrued liabilities


868



1,530Total current liabilities


12,944



10,413Deferred revenue


2,311



1,429Other noncurrent liabilities


501



530Commitments and contingencies (Note 10)Members capital


286,712



263,245Total liabilities and members capital

$
302,468


$
275,617    146




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##### Table of Contents



WAMSUTTER
    LLC
  STATEMENTS
    OF INCOME
  Year Ended December 31,2007


2006


2005(In thousands)Revenues:Product sales  affiliate

$
101,191


$
113,484


$
121,909Gathering and processing services


67,904



57,859



50,420Other revenues


6,214



5,203



4,761Total revenues


175,309



176,546



177,090Costs and expenses:Product cost:Affiliate


34,973



55,206



83,562Third-party


11,066



15,882



16,831Operating and maintenance expense:Affiliate


36



3,969



1,100Third-party


18,221



13,078



11,405Depreciation, amortization and accretion


18,424



16,189



14,321General and administrative expense:Affiliate


11,825



8,866



7,994Third-party


798







137Taxes other than income


1,637



1,411



1,175Other  net


944



255



10Total costs and expenses


97,924



114,856



136,535Income before cumulative effect of change in accounting principle


77,385



61,690



40,555Cumulative effect of change in accounting principle










(48
)Net income

$
77,385


$
61,690


$
40,507    147




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##### Table of Contents



WAMSUTTER
    LLC
  STATEMENT
    OF MEMBERS CAPITAL
  Predecessor


Williams





Class C*Owners


Partners


Williams





WilliamsEquity


Class A


Class B


Williams


Partners


Total(In thousands)Balance  December 31, 2004

$
222,360


$



$



$



$



$
222,360Net income  2005


40,507



















40,507Distributions


(21,711
)


















(21,711
)Balance  December 31, 2005


241,156



















241,156Net income  2006


61,690



















61,690Distributions


(39,601
)


















(39,601
)Balance  December 31, 2006


263,245



















263,245Net income through November 30, 2007


70,023



















70,023Distributions


(55,006
)


















(55,006
)278,262



















278,262Conversion of predecessor owners equity to member capital


(278,262
)


276,262







1,000



1,000



Capital contributions










1,088











1,088Net income  December 2007






7,362















7,362Balance  December 31, 2007

$



$
283,624


$
1,088


$
1,000


$
1,000


$
286,712     *
    
    Williams and Williams Partners each have 20 Class C units   148




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##### Table of Contents



WAMSUTTER
    LLC
  STATEMENTS
    OF CASH FLOWS
  Year Ended December 31,2007


2006


2005(In thousands)OPERATING ACTIVITIES:Net income

$
77,385


$
61,690


$
40,507Adjustments to reconcile to cash provided by operations:Cumulative effect of change in accounting principle










48Depreciation, amortization and accretion


18,424



16,189



14,321Provision for loss on property plant & equipment


1,392







Cash provided (used) by changes in current assets and
    liabilities:Accounts receivable


(16,655
)


(1,118
)


(995
)Reimbursable capital projects


(29
)


(1,662
)


797Accounts payable


6,113



(659
)


1,373Product imbalance


(1,335
)


(8
)


(546
)Accrued liabilities


(662
)


473



527Deferred revenue


882



682



35Other, including changes in other noncurrent assets and
    liabilities


26



54



Net cash provided by operating activities


85,541



75,641



56,067INVESTING ACTIVITIES:Property, plant and equipment:Capital expenditures


(29,450
)


(36,133
)


(35,161
)Change in accounts payable  capital expenditures


(2,174
)


93



805Net cash used by investing activities


(31,624
)


(36,040
)


(34,356
)FINANCING ACTIVITIES:Distributions to The Williams Companies, Inc.  net


(55,005
)


(39,601
)


(21,711
)Capital contributions


1,088







Net cash used by financing activities


(53,917
)


(39,601
)


(21,711
)Increase in cash and cash equivalents










Cash and cash equivalents at beginning of year










Cash and cash equivalents at end of year

$



$



$
    149




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##### Table of Contents



WAMSUTTER
    LLC
  NOTES TO
    FINANCIAL STATEMENTS
  Note 1.
    Basis of
    Presentation    Note 2.
    Description
    of Business    Note 3.
    Summary
    of Significant Accounting Policies  Basis of Presentation.
  Use of Estimates.
    Accounts Receivable.
  Product Imbalances.
 150




---



##### Table of Contents



WAMSUTTER
    LLC
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Property, Plant and Equipment.
    Revenue Recognition.
  Income Taxes.
  Recent Accounting Standards. No. FAS 157-b
 151




---



##### Table of Contents



WAMSUTTER
    LLC
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  instrument-by-instrument
  Note 4.
    Related
    Party Transactions        2007


2006


2005(Thousands)Operating and maintenance expenses:Other natural gas purchases, system gains

$
(5,225
)

$
(323
)

$
(2,649
)Salaries and benefits and other


5,261



4,292



3,749$
36


$
3,969


$
1,100      152




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##### Table of Contents



WAMSUTTER
    LLC
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Note 5.
    Property,
    Plant and Equipment    EstimatedDecember 31,


Depreciable2007


2006


Lives(Thousands)Land, rights of way and other

$
18,613


$
15,304



30 yearsGathering pipelines and related equipment


313,283



287,028



30 yearsProcessing plants and related equipment


48,673



43,650



30 yearsBuildings and related equipment


11,122



11,271



3-30 yearsConstruction work in progress


7,212



14,161Total property, plant and equipment


398,903



371,414Accumulated depreciation


123,740



105,895Net property, plant and equipment

$
275,163


$
265,519      153




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##### Table of Contents



WAMSUTTER
    LLC
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Note 6.
    Accrued
    Liabilities    December 31,2007


2006(Thousands)Taxes other than income

$
818


$
820Construction retainage


50



689Other






21$
868


$
1,530   Note 7.
    Credit
    Facilities and Leasing Activities      (Thousands)2008


1,2382009


1,1422010


1,0802011


82012


7Thereafter


$
3,475     Note 8.
    Members
    Capital  Governance.
 154




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##### Table of Contents



WAMSUTTER
    LLC
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Distributions.
  
    First,an amount equal to $17.5 million per quarter
    to the holder of our Class A membership interests;
    Second,an amount to the holder of our Class A
    membership interests, if any, needed to increase the
    distribution on our Class A membership interests in prior
    quarters of the current distribution year to $17.5 million
    per quarter; and
    Third,5% of remaining available cash shall be
    distributed to the holder of our Class A membership
    interests and 95% shall be distributed to the holders of our
    Class C units, on a pro ratabasis.      Income Allocation.
  Contributions for Capital Expenditures.
  Note 9.
    Major
    Customers and Concentrations of Credit Risk   155




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##### Table of Contents



WAMSUTTER
    LLC
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
      2007

2006

2005Customer A


20
%


16
%


14
%Customer B


10



10



8   Note 10.
    Commitments
    and Contingencies  Will Price.
  Grynberg.
 156




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
           Accounting for
    Conditional Asset Retirement Obligations
  
    157




---



##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  CONSOLIDATED
    STATEMENTS OF INCOME
  Years Ended December 31,2007


2006


2005(In thousands)Revenues:Product sales:Affiliate

$
216,889


$
148,385


$
70,848Third-party


5,251







4,271Gas and condensate transportation services:Affiliate


979



3,835



2,104Third-party


15,553



14,668



13,302Gathering and processing services:Affiliate


3,092



8,605



3,912Third-party


17,767



19,473



25,806Other revenues


1,141



2,347



2,502Total revenues


260,672



197,313



122,745Costs and expenses:Product cost and shrink replacement:Affiliate


93,722



66,890



19,103Third-party


61,982



52,662



45,364Operating and maintenance expenses:Affiliate


5,579



5,276



3,739Third-party


23,409



17,773



6,426Depreciation and accretion


25,952



25,562



24,794Taxes other than income


1,330



1,114



1,151General and administrative expenses  affiliate


2,280



2,150



2,053Other (income) expense, net


534



283



(33
)Total costs and expenses


214,788



171,710



102,597Operating income


45,884



25,603



20,148Interest income


(1,799
)


(2,404
)


(1,685
)Foreign exchange (gain) loss


(388
)


(2,076
)


1,005Income before cumulative effect of change in accounting principle


48,071



30,083



20,828Cumulative effect of change in accounting principle










(176
)Net income

$
48,071


$
30,083


$
20,652    158




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##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2007


2006(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
38,509


$
37,583Trade accounts receivable:Affiliate


22,467



11,986Other


5,847



6,838Insurance receivable


5,692



12,623Inventory


483



576Other current assets


5,037



4,235Total current assets


78,035



73,841Restricted cash


6,222



28,773Property, plant, and equipment, net


368,228



355,304Total assets

$
452,485


$
457,918LIABILITIES AND MEMBERS CAPITALCurrent liabilities:Accounts payable:Affiliate

$
8,106


$
7,017Other


17,617



23,619Accrued liabilities


6,439



5,119Deposit held for construction






3,322Other current liabilities


1,658



1,483Total current liabilities


33,820



40,560Noncurrent accrued liabilities


12,216



3,728Commitments and contingent liabilities (Note 7)Members capital


406,449



413,630Total liabilities and members capital

$
452,485


$
457,918    159




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##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2007


2006


2005(In thousands)OPERATING ACTIVITIES:Net income

$
48,071


$
30,083


$
20,652Cumulative effect of change in accounting principle










176Adjustments to reconcile to cash provided by operations:Depreciation and accretion


25,952



25,562



24,794Net Loss on disposal of equipment


603







Cash provided (used) by changes in assets and liabilities:Trade accounts receivable


(9,389
)


26,599



(35,263
)Insurance receivable


6,931



(12,147
)


(476
)Inventory


93



348



(84
)Other current assets


(802
)


(1,911
)


(1,012
)Accounts payable


(7,540
)


(6,062
)


29,355Accrued liabilities


1,320



(1,086
)


(7,992
)Other current liabilities


(3,147
)


2,070



664Net cash provided by operating activities


62,092



63,456



30,814INVESTING ACTIVITIES:Decrease (increase) in restricted cash


22,551



15,786



(44,559
)Property, plant, and equipment:Capital expenditures


(31,739
)


(33,516
)


(12,906
)Proceeds from sale of property, plant and equipment


649







Change in accounts payable  capital expenditures


2,625



568



(8,532
)Net cash used by investing activities


(5,914
)


(17,162
)


(65,997
)FINANCING ACTIVITIES:Distributions to members


(59,172
)


(43,598
)


(46,964
)Capital contributions


3,920



13,509



48,303Net cash (used) provided by financing activities


(55,252
)


(30,089
)


1,339Increase (decrease) in cash and cash equivalents


926



16,205



(33,844
)Cash and cash equivalents at beginning of period


37,583



21,378



55,222Cash and cash equivalents at end of period

$
38,509


$
37,583


$
21,378    160




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##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  CONSOLIDATED
    STATEMENT OF MEMBERS CAPITAL
  WilliamsPartners


DCP Assets


Eni BBWilliams


Operating


Holding,


PipelinesEnergy, L.L.C.


LLC


LP


LLC


Total(In thousands)Balance at December 31, 2004

$
195,822


$



$
130,540


$
65,283


$
391,645Contributions


16,269



24,400



7,634







48,303Distributions


(30,030
)


(1,280
)


(15,654
)






(46,964
)Net income


8,063



4,651



6,909



1,029



20,652Sale of Eni 16.67% interest to Williams Energy L.L.C.


66,312











(66,312
)


Sale of Williams Energy, L.L.C.s 40% interest to Williams
    Partners Operating LLC


(142,761
)


142,761











Sale of Williams Energy, L.L.C.s 6.67% interest to DCP
    Assets Holding, LP


(25,869
)






25,869







Balance, December 31, 2005


87,806



170,532



155,298







413,636Contributions


800



1,600



11,109







13,509Distributions


(10,798
)


(16,400
)


(16,400
)






(43,598
)Net income


6,017



12,033



12,033







30,083Balance at December 31, 2006


83,825



167,765



162,040







413,630Contributions










3,920







3,920Distributions


(7,233
)


(28,270
)


(23,669
)






(59,172
)Net income


2,602



26,241



19,228







48,071Sale of Williams Energy, L.L.C.s 20% interest to Williams
    Partners Operating LLC


(79,194
)


79,194











Balance at December 31, 2007

$



$
244,930


$
161,519


$



$
406,449    161




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##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Note 1.
    Organization
    and Description of Business  (MMcf/d) 600 MMcf/d
        Note 2.
    Summary
    of Significant Accounting Policies  Basis of Presentation.
  Reclassifications.
  Use of Estimates.
    Cash and Cash Equivalents.
  Trade Accounts Receivable.
 162




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##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Insurance Receivable.
  Gas Imbalances.
  Inventory.
  Restricted Cash.
  Property, Plant, and Equipment.
  25-year 15-year
    Revenue Recognition.
 163




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##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Impairment of Long-Lived Assets.
  Accounting for Repair and Maintenance
    Costs.
  Income Taxes.
  Foreign Currency Transactions.
  Recent Accounting Standards. No. FAS 157-b
  instrument-by-instrument
 164




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##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 3.
    Related
    Party Transactions    
    sales to Williams of NGLs to which we take title and excess gas
    at current market prices for the products,
    processing and sales of natural gas liquids and transportation
    of gas and condensate for DCPs affiliates, Texas Eastern
    Corporation and ConocoPhillips Company,
    and processing and transportation of gas and condensate for Eni.    Years Ended December 31,2007


2006


2005(In thousands)Williams

$
217,012


$
148,543


$
70,848Texas Eastern Corporation


3,912



12,282



2,663Eni*










2,830ConocoPhillips


36







523Total

$
220,960


$
160,825


$
76,864     *
    
    Through April 14, 2005    
    direct payroll and employee benefit costs incurred on our behalf
    by Williams,
    and rental expense resulting from a
    10-year
    leasing agreement for pipeline capacity from Texas Eastern
    Transmission, LP (an affiliate of DCP), as part of our market
    expansion project which began in June 2005.     165




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##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2007


2006


2005(In thousands)Capitalized labor

$
222


$
373


$
115Capitalized project fee


651



538



351$
873


$
911


$
466   Note 4.
    Property,
    Plant, and Equipment    Years Ended December 31,2007


2006(In thousands)Property, plant, and equipment:Construction work in progress

$
66,550


$
37,259Buildings


4,950



4,434Land and land rights


2,491



2,491Transportation lines


311,368



303,283Plant and other equipment


200,722



200,990Total property, plant, and equipment


586,081



548,457Less accumulated depreciation


217,853



193,153Net property, plant, and equipment

$
368,228


$
355,304           166




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##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended December 31,2007


2006(In thousands)Balance at January 1

$
3,728


$
1,121Accretion expense


422



135Estimate revisions


7,554



2,472Liabilities incurred


414



Balance at December 31

$
12,118


$
3,728   Note 5.
    Leasing
    Activities    (In thousands)2008

$
8582009


8582010


8582011


8582012


858Thereafter


2,388$
6,678   month-to-month
  Note 6.
    Financial
    Instruments and Concentrations of Credit Risk  Financial
    Instruments Fair Value
    Cash and cash equivalents.
  Restricted cash.
  2007


2006Carrying


Fair


Carrying


FairAmount


Value


Amount


Value(In thousands)Cash and cash equivalents

$
38,509


$
38,509


$
37,583


$
37,583Restricted cash


6,222



6,222



28,773



28,773  167




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##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Concentrations
    of Credit Risk
      Major Customers.
  Note 7.
    Rate and
    Regulatory Matters and Contingent Liabilities  Rate and Regulatory Matters. lost-and-unaccounted-for lost-and-unaccounted-for lost-and-unaccounted-for
     168




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##### Table of Contents



DISCOVERY
    PRODUCER SERVICES LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pogo Producing Company.
  Environmental Matters.
  Other.
  Note 8.
    Subsequent
    Events   169




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##### Table of Contents



SIGNATURES
       By:
    Williams Partners
    GP LLC,
    its general partnerBy:
    /s/  William
    H. Gault   Attorney-in-fact
      Signature

Title

Date/s/  STEVEN
    J. MALCOLM*Steven
    J. Malcolm

President, Chief Executive Officer and Chairman of the Board
    (Principal Executive Officer)

February 26, 2008/s/  DONALD
    R. CHAPPEL*Donald
    R. Chappel

Chief Financial Officer and Director (Principal Financial
    Officer)

February 26, 2008/s/  TED
    T. TIMMERMANS*Ted
    T. Timmermans

Chief Accounting Officer and Controller (Principal Accounting
    Officer)

February 26, 2008/s/  ALAN
    S. ARMSTRONG*Alan
    S. Armstrong

Chief Operating Officer and Director

February 26, 2008/s/  BILL
    Z. PARKER*Bill
    Z. Parker

Director

February 26, 2008/s/  ALICE
    M. PETERSON*Alice
    M. Peterson

Director

February 26, 2008/s/  H.
    MICHAEL KRIMBILL*H.
    Michael Krimbill

Director

February 26, 2008/s/  RODNEY
    J. SAILOR*Rodney
    J. Sailor

Director

February 26, 2008*By /s/  WILLIAM
    H. GAULTWilliam
    H. GaultAttorney-in-fact



February 26, 2008  170




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNumber



Description*§Exhibit 2
.1



Purchase and Sale agreement, dated April 6, 2006, by and
    among Williams Energy Services, LLC, Williams Field Services
    Group, LLC, Williams Field Services Company, LLC, Williams
    Partners GP LLC, Williams Partners L.P. and Williams Partners
    Operating LLC (attached as Exhibit 2.1 to Williams Partners
    L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on April 7, 2006).*§Exhibit 2
.2



Purchase and Sale Agreement, dated November 16, 2006, by
    and among Williams Energy Services, LLC, Williams Field Services
    Group, LLC, Williams Field Services Company, LLC, Williams
    Partners GP LLC, Williams Partners L.P. and Williams Partners
    Operating LLC (attached as Exhibit 2.1 to Williams Partners
    L.P.s current report on
    Form 8-K
    (File
    001-32599)
    filed with the SEC on November 21, 2006).*§Exhibit 2
.3



Purchase and Sale Agreement, dated June 20, 2007, by and
    among Williams Energy, L.L.C., Williams Energy Services, LLC and
    Williams Partners Operating LLC (attached as Exhibit 2.1 to
    Williams Partners L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on June 25, 2007).*§Exhibit 2
.4



Purchase and Sale Agreement, dated November 30, 2007, by
    and among Williams Energy Services, LLC, Williams Field Services
    Group, LLC, Williams Field Services Company, LLC, Williams
    Partners GP LLC, Williams Partners L.P. and Williams Partners
    Operating LLC (attached as Exhibit 2.1 to Williams Partners
    L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 3, 2007).*Exhibit 3
.1



Certificate of Limited Partnership of Williams Partners L.P.
    (attached as Exhibit 3.1 to Williams Partners L.P.s
    registration statement on
    Form S-1
    (File
    No. 333-124517)
    filed with the SEC on May 2, 2005).*Exhibit 3
.2



Certificate of Formation of Williams Partners GP LLC (attached
    as Exhibit 3.3 to Williams Partners L.P.s
    registration statement on
    Form S-1
    (File
    No. 333-124517)
    filed with the SEC on May 2, 2005).*Exhibit 3
.3



Amended and Restated Agreement of Limited Partnership of
    Williams Partners L.P. (including form of common unit
    certificate), as amended by Amendments Nos. 1, 2 and 3 (attached
    as Exhibit 3.3 to Williams Partners L.P.s annual
    report on
    Form 10-K
    (File
    No. 001-32599)
    filed with the SEC on February 28, 2007).*Exhibit 3
.4



Amended and Restated Limited Liability Company Agreement of
    Williams Partners GP LLC (attached as Exhibit 3.2 to
    Williams Partners L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on August 26, 2005).*Exhibit 4
.1



Indenture, dated June 20, 2006, by and among Williams
    Partners L.P., Williams Partners Finance Corporation and
    JPMorgan Chase Bank, N.A. (attached as Exhibit 4.1 to
    Williams Partners L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on June 20, 2006).*Exhibit 4
.2



Form of
    71/2% Senior
    Note due 2011 (included as Exhibit 1 to
    Rule 144A/Regulation S Appendix of Exhibit 4.1
    attached to Williams Partners L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on June 20, 2006).*Exhibit 4
.3



Certificate of Incorporation of Williams Partners Finance
    Corporation (attached as Exhibit 4.5 to Williams Partners
    L.P.s registration statement on
    Form S-3
    (File
    No. 333-137562)
    filed with the SEC on September 22, 2006).*Exhibit 4
.4



Bylaws of Williams Partners Finance Corporation (attached as
    Exhibit 4.6 to Williams Partners L.P.s registration
    statement on
    Form S-3
    (File
    No. 333-137562)
    filed with the SEC on September 22, 2006).*Exhibit 4
.5



Indenture, dated December 13, 2006, by and among Williams
    Partners L.P., Williams Partners Finance Corporation and The
    Bank of New York (attached as Exhibit 4.1 to Williams
    Partners L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 19, 2006).*Exhibit 4
.6



Form of
    71/4% Senior
    Note due 2017 (included as Exhibit 1 to
    Rule 144A/Regulation S Appendix of Exhibit 4.1
    attached to Williams Partners L.P. current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 19, 2006). 171




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##### Table of Contents



ExhibitNumber



Description*Exhibit 4
.7



Registration Rights Agreement, dated December 13, 2006, by
    and between Williams Partners L.P. and the purchasers named
    therein (attached as Exhibit 4.4 to Williams Partners
    L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 19, 2006).*Exhibit 10
.1



Omnibus Agreement among Williams Partners L.P., Williams Energy
    Services, LLC, Williams Energy, L.L.C., Williams Partners
    Holdings LLC, Williams Discovery Pipeline LLC, Williams Partners
    GP LLC, Williams Partners Operating LLC and (for purposes of
    Articles V and VI thereof only) The Williams Companies,
    Inc. (attached as Exhibit 10.1 to Williams Partners
    L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on August 26, 2005).*#Exhibit 10
.2



Williams Partners GP LLC Long-Term Incentive Plan (attached as
    Exhibit 10.2 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on August 26, 2005).*#Exhibit 10
.3



Amendment to the Williams Partners GP LLC Long-Term Incentive
    Plan, dated November 28, 2006 (attached as
    Exhibit 10.1 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 4, 2006).*Exhibit 10
.4



Contribution, Conveyance and Assumption Agreement, dated
    August 23, 2005, by and among Williams Partners L.P.,
    Williams Energy, L.L.C., Williams Partners GP LLC, Williams
    Partners Operating LLC, Williams Energy Services, LLC, Williams
    Discovery Pipeline LLC, Williams Partners Holdings LLC and
    Williams Natural Gas Liquids, Inc. (attached as
    Exhibit 10.3 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on August 26, 2005).*Exhibit 10
.5



Third Amended and Restated Limited Liability Company Agreement
    for Discovery Producer Services LLC (attached as
    Exhibit 10.7 to Amendment No. 1 to Williams Partners
    L.P.s registration statement on
    Form S-1
    (File
    No. 333-124517)
    filed with the SEC on June 24, 2005).*Exhibit 10
.6



Amendment No. 1 to Third Amended and Restated Limited
    Liability Company Agreement for Discovery Producer Services LLC
    (attached as Exhibit 10.6 to Williams Partners L.P.s
    quarterly report on
    Form 10-Q
    (File
    No. 001-32599)
    filed with the SEC on August 8, 2006).*#Exhibit 10
.7



Director Compensation Policy dated November 29, 2005
    (attached as Exhibit 10.1 to Williams Partners L.P.s
    current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 1, 2005).*#Exhibit 10
.8



Form of Grant Agreement for Restricted Units (attached as
    Exhibit 10.2 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 1, 2005).*Exhibit 10
.9



Contribution, Conveyance and Assumption Agreement, dated
    June 20, 2006, by and among Williams Energy Services, LLC,
    Williams Field Services Company, LLC, Williams Field Services
    Group, LLC, Williams Partners GP LLC, Williams Partners L.P. and
    Williams Partners Operating LLC (attached as Exhibit 10.1
    to Williams Partners L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on June 20, 2006).*Exhibit 10
.10



Contribution, Conveyance and Assumption Agreement, dated
    June 20, 2006, by and among Williams Field Services
    Company, LLC and Williams Four Corners LLC (attached as
    Exhibit 10.4 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on June 20, 2006).*Exhibit 10
.11



Amended and Restated Working Capital Loan Agreement, dated
    August 7, 2006, between The Williams Companies, Inc. and
    Williams Partners L.P. (attached as Exhibit 10.7 to
    Williams Partners L.P.s quarterly report on
    Form 10-Q
    (File
    No. 001-32599)
    filed with the SEC on August 8, 2006). 172




---



##### Table of Contents



ExhibitNumber



Description*Exhibit 10
.12



Contribution, Conveyance and Assumption Agreement, dated
    December 13, 2006, by and among Williams Energy Services,
    LLC, Williams Field Services Company, LLC, Williams Field
    Services Group, LLC, Williams Partners GP LLC, Williams Partners
    L.P. and Williams Partners Operating LLC (attached as
    Exhibit 10.1 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 19, 2006).*Exhibit 10
.13



Assignment Agreement, dated December 11, 2007, by and
    between Williams Field Services Company, LLC and Wamsutter LLC
    (attached as Exhibit 10.01 to Williams Partners L.P.s
    current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 17, 2007).*Exhibit 10
.14



Contribution, Conveyance and Assumption Agreement, dated
    December 11, 2007, by and among Williams Energy Services,
    LLC, Williams Field Services Company, LLC, Williams Field
    Services Group, LLC, Williams Partners GP LLC, Williams Partners
    L.P. and Williams Partners Operating LLC (attached as
    Exhibit 10.2 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 17, 2007).*Exhibit 10
.15



Amended and Restated Limited Liability Company Agreement of
    Wamsutter LLC, dated December 11, 2007, by and among
    Williams Energy Services, LLC, Williams Field Services Company,
    LLC, Williams Field Services Group, LLC, Williams Partners GP
    LLC, Williams Partners L.P. and Williams Partners Operating LLC
    (attached as Exhibit 10.3 to Williams Partners L.P.s
    current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 17, 2007).*Exhibit 10
.16



Common Unit Redemption Agreement, dated December 11,
    2007, by and between Williams Partners L.P. and Williams
    Partners GP LLC (attached as Exhibit 10.4 to Williams
    Partners L.P.s current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 17, 2007).*Exhibit 10
.17



Credit Agreement dated as of December 11, 2007, by and
    among Williams Partners L.P., the lenders party hereto,
    Citibank, N.A., as Administrative Agent and Issuing Bank, and
    The Bank of Nova Scotia, as Swingline Lender (attached as
    Exhibit 10.5 to Williams Partners L.P.s current
    report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 17, 2007).*Exhibit 10
.18



Working Capital Loan Agreement, dated December 11, 2007, by
    and between The Williams Companies, Inc. and Wamsutter LLC
    (attached as Exhibit 10.6 to Williams Partners L.P.s
    current report on
    Form 8-K
    (File
    No. 001-32599)
    filed with the SEC on December 17, 2007).+Exhibit 12




Computation of Ratio of Earnings to Fixed Charges+Exhibit 21




List of subsidiaries of Williams Partners L.P.+Exhibit 23
.1



Consent of Independent Registered Public Accounting Firm,
    Ernst & Young LLP.+Exhibit 23
.2



Consent of Independent Auditors, Ernst & Young LLP.+Exhibit 24




Power of attorney together with certified resolution.+Exhibit 31
.1



Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer.+Exhibit 31
.2



Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer.+Exhibit 32




Section 1350 Certifications of Chief Executive Officer and
    Chief Financial Officer.+Exhibit 99
.1



Pre-approval policy with respect to audit and non-audit services
    of the audit committee of the board of directors of Williams
    Partners GP LLC.+Exhibit 99
.2



Williams Partners GP LLC Financial Statements.     *
    
    Each such exhibit has heretofore been filed with the SEC as part
    of the filing indicated and is incorporated herein by reference.+
    
    Filed herewith.§
    
    Pursuant to item 601(b) (2) of
    Regulation S-K,
    the registrant agrees to furnish supplementally a copy of any
    omitted exhibit or schedule to the SEC upon request.#
    
    Management contract or compensatory plan or arrangement. 173