Sec Form 4 Filing - Ewing Robyn L @ WILLIAMS COMPANIES INC - 2014-02-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Ewing Robyn L 2. Issuer Name and Ticker or Trading Symbol WILLIAMS COMPANIES INC [ WMB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) ONE WILLIAMS CENTER 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2014 (Street) TULSA, OK74172 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 02/24/2014 M 37,224 A $ 0 184,578 D Common Stock 02/24/2014 F 15,032 D $ 41.77 169,546 D Common Stock ( 1 ) 02/24/2014 M 20,413 A $ 0 189,959 D Common Stock 02/24/2014 F 9,017 D $ 41.77 180,942 D Common Stock ( 2 ) 02/25/2014 S 11,396 D $ 41.52 169,546 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 3 ) $ 0 02/24/2014 A 16,811 02/24/2014 02/24/2014 Common Stock 16,811 $ 0 37,224 D Restricted Stock Units ( 1 ) $ 0 02/24/2013 M 37,224 02/24/2014 02/24/2014 Common Stock 37,224 $ 0 0 D Restricted Stock Units ( 1 ) $ 0 02/24/2014 M 20,413 02/24/2014 02/24/2014 Common Stock 20,413 $ 0 0 D Restricted Stock Units ( 4 ) $ 0 02/24/2014 A 10,946 02/24/2017 02/24/2017 Common Stock 10,946 $ 0 10,946 D Restricted Stock Units $ 0 02/24/2014 A 7,541 02/24/2017 02/24/2017 Common Stock 7,541 $ 0 7,541 D Employee Options (Right to Buy) $ 41.77 02/24/2014 A 7,604 02/24/2015 02/24/2024 Common Stock 7,604 $ 0 7,604 D Employee Options (Right to Buy) $ 41.77 02/24/2014 A 7,605 02/24/2016 02/24/2024 Common Stock 7,065 $ 0 7,065 D Employee Option (Right to Buy) $ 41.77 02/24/2014 A 7,605 02/24/2017 02/24/2024 Common Stock 7,065 $ 0 7,065 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ewing Robyn L ONE WILLIAMS CENTER TULSA, OK74172 Senior Vice President Signatures Cher S. Lawrence, Attorney-in-Fact for Ms. Robyn L. Ewing 02/26/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Payout of Restricted Stock Units, in a transaction exempt under Rules 16b-3(d) and 16b-6(b), of shares of common stock awarded under The Williams Companies, Inc. 2007 Incentive Plan of which a portion of the shares were withheld for taxes. ( 2 )Represents shares sold pursuant to a 10b5-1 Sales Plan entered into between Reporting Person and Broker on June 13, 2013. ( 3 )Represents restricted stock units acquired pursuant to the 2011 performance-based RSU grant agreement resulting from the performance of defined relative and absolute Total Shareholder Return ("TSR") metrics, as certified by the compensation committee. ( 4 )Vesting is subject to applicable grant agreement and compensation committee certification that the Company has met the three year performance measure. The specific performance measure will be based on total shareholder return with absolute and relative dependent measures.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.