SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

WILLIAMS COMPANIES INC

(Last)

(First)

(Middle)

ONE WILLIAMS CENTER

(Street)

TULSA

74172

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/20/2012

3. Issuer Name and Ticker or Trading Symbol
ACCESS MIDSTREAM PARTNERS LP [ ACMP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Subordinated Units	⁽¹⁾	⁽¹⁾	Common Units	34,538,061	⁽¹⁾	D
Convertible Class B Units	⁽²⁾	⁽²⁾	Common Units	5,929,025	⁽²⁾	D
Subordinated Class C Units	⁽³⁾	⁽³⁾	Common Units	5,599,634	⁽³⁾	D

Explanation of Responses:

1. Each Subordinated Unit will convert into one Common Unit of the Issuer upon the expiration of the Subordination Period (as defined in the First Amended and Restated Agreement of Limited Partnership of the Issuer, as amended (the "Partnership Agreement")) and other circumstances noted in the Partnership Agreement.

2. Each Convertible Class B Unit will become convertible, at our option or at the option of the Issuer, into one Common Unit of the Issuer on the business day after the record date for the distribution on the Issuer's Common Units for the fiscal quarter ending December 31, 2014, on the terms set forth in the Partnership Agreement.

3. Each Subordinated Class C Unit will become convertible, at our option or at the option of the Issuer, into one Common Unit of the Issuer on the business day after the record date for the distribution on the Issuer's Common Units for the fiscal quarter ending December 31, 2013, on the terms set forth in the Partnership Agreement.

	/s/ Sarah Miller, Corporate Secretary, The Williams Companies, Inc.	12/28/2012
	** Signature of Reporting Person	Date
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 5 (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.