8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2011

The Williams Companies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-4174	73-0569878
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Williams Center, Tulsa, Oklahoma	74172
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 918/573-2000

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure

In response to that certain letter dated June 26, 2011, sent by Sullivan & Cromwell LLP on behalf of the Special Committee of the Board of Directors of Southern Union Company, on June 27, 2011, The Williams Companies, Inc. provided clarification of the terms and conditions of its proposal to acquire Southern Union Company.

The information is being furnished pursuant to Item 7.01, Regulation FD Disclosure. The information being furnished and in the attached Exhibit 99.1 is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 8.01. Other Events

To the extent required, the information included in Item 7.01 of this Form 8-K is hereby incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

Exhibit 99.1 Clarification Letter to Sullivan & Cromwell LLP from The Williams Companies, Inc., dated June 27, 2011.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Williams has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE WILLIAMS COMPANIES, INC.
Date: June 27, 2011
	By:	La Fleur C. Browne
		Assistant General Counsel and
		Corporate Secretary

INDEX TO EXHIBITS

EXHIBIT
NUMBER	DESCRIPTION
Exhibit 99.1	Clarification Letter to Sullivan & Cromwell LLP from The Williams Companies, Inc., dated June 27, 2011.

EX-99.1

James J. Bender
Senior Vice President
and General Counsel
918/573-8705
918/573-5942 fax
jim.bender@williams.com

One Williams Center
Tulsa, OK 74172-0172

June 27, 2011

Joseph B. Frumkin
Partner
Sullivan & Cromwell
125 Broad Street
New York, NY 10004

Dear Mr. Frumkin:

I am writing in response to your letter dated June 26, 2011.

The following details will provide you with a greater understanding of our proposal to acquire 100% of the issued and outstanding common stock of Southern Union at $39.00 per share in cash. While we do not believe any response from Williams is required for the Special Committee of Southern Union’s Board of Directors to determine that our proposal is superior, we are responding quickly because we believe it is in the best interests of both companies’ shareholders to consummate the proposed transaction as soon as possible.

Together with its outside advisors, Williams has carefully considered the regulatory approvals required for a combination of Williams and Southern Union. Williams has identified the likely potential regulatory issues and has developed a comprehensive response plan, including potential divestitures. Williams is fully prepared to take, and to commit in the definitive agreement to take, all required actions to address all these issues. Based on this plan, we expect to receive all required approvals on a timeline consistent with the proposed Energy Transfer transaction. We look forward to sitting down with Southern Union and its advisors on a privileged basis to review the plan and address any further questions.

With respect to our financing plan, we reiterate that our proposal is not subject to any financing contingency. Upon the signing of a definitive merger agreement with Southern Union, Williams will have executed customary financing commitment letters from a syndicate of banks led by Barclays Capital and Citi sufficient to finance the merger transaction and all necessary refinancing and expenses. Once the Southern Union Special Committee concludes that the Williams proposal is superior and enters into negotiations, we will be prepared to share additional details related to our financing plan.

June 27, 2011
Page 2

Williams’ $39.00 per share all-cash proposal provides significantly greater value to all Southern Union shareholders than they would receive from Energy Transfer and a path to realize such premium value that is more transparent, more expedient and more certain. We expect we will be in a position to consummate the proposed transaction on a timeline consistent with the proposed Energy Transfer transaction. We are confident the Special Committee of Southern Union’s Board of Directors and Southern Union shareholders will find our significantly higher value, all-cash proposal superior to the proposed Energy Transfer transaction.

We look forward to sitting down with Southern Union to finalize a definitive agreement.

Sincerely,

James J. Bender