##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 Form 10-K/A
(Amendment No. 1)
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For 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
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE
None




---



TABLE OF CONTENTS  Item 15. Exhibits and Financial Statement SchedulesSIGNATURESINDEX TO EXHIBITSConsent of Ernst & Young LLPRule 13a-14(a)/15d-14(a) Certification of CEORule 13a-14(a)/15d-14(a) Certification of CFOSection 1350 Certification of CEO and CFOWilliams Partners GP LLC Financial Statements    Table of Contents  EXPLANATORY NOTE
  ITEM 15
 
 Item 15. Exhibits and Financial Statement Schedules




---



##### Table of Contents



SIGNATURES
  Williams Partners L.P.(Registrant)By:
    
    Williams Partners GP LLC,
its general partnerBy:
    
    /s/ William H. GaultWilliam H. GaultAttorney-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 28, 2008/s/ DONALD R. CHAPPEL*

Donald R. Chappel
    
    Chief Financial Officer and Director
(Principal Financial Officer)
    
    February 28, 2008/s/ TED T. TIMMERMANS*

Ted T. Timmermans
    
    Chief Accounting Officer and Controller
(Principal Accounting Officer)
    
    February 28, 2008/s/ ALAN S. ARMSTRONG*

Alan S. Armstrong
    
    Chief Operating Officer and Director
    
    February 28, 2008/s/ BILL Z. PARKER*
    
    Director
    
    February 28, 2008Bill Z. Parker/s/ ALICE M. PETERSON*
    
    Director
    
    February 28, 2008Alice M. Peterson/s/ H. MICHAEL KRIMBILL*
    
    Director
    
    February 28, 2008H. Michael Krimbill/s/ RODNEY J. SAILOR*
    
    Director
    
    February 28, 2008Rodney J. Sailor
 *By:
    
    /s/ William H. Gault
    
    
    
    February 28, 2008William H. GaultAttorney-in-fact




---



##### 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 7 1/2% 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 7 1/4% 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




---



##### Table of Contents



ExhibitNumber
    
    
    
    DescriptionL.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).*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).




---



##### Table of Contents



ExhibitNumber
    
    
    
    Description**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 23.3
    
    
    
    Consent of Independent Registered Public Accounting Firm, 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.**
    
    Previously filed with the Annual Report on Form 10-K for the fiscal
year ended December 31, 2007 filed on February 26, 2008.+
    
    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.