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): October 23, 2007

Williams Partners L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-32599	20-2485124
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)
One Williams Center
Tulsa, Oklahoma		74172-0172
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 23, 2007, Mr. Phillip D. Wright resigned from the Board of Directors (the “Board”) of Williams Partners GP LLC (the “General Partner”), the general partner of Williams Partners L.P. (the “Partnership”). Also on October 23, 2007, Mr. Rodney J. Sailor was elected to serve as a director of the General Partner. The Board of Directors of the Company did not name, and is not expected to name, Mr. Sailor to any committees of the Board of Directors.

There is no arrangement or understanding between Mr. Sailor and any other persons pursuant to which he was selected as a director.

Mr. Sailor currently serves as the treasurer of the General Partner and as a vice president and treasurer of The Williams Companies, Inc. (“Williams”). He will also serve as a director and treasurer of the general partner of Williams Pipeline Partners L.P., a new master limited partnership announced by Williams in July 2007 created to own and operate natural gas transportation and storage assets.

The General Partner serves as the general partner of the Partnership, holding a 2% general partner interest and incentive distribution rights in the Partnership. Williams currently directly or indirectly owns 100% of the General Partner, which allows it to control the Partnership and an approximate 21% limited partner interest in the Partnership. Certain officers and directors of the General Partner serve as officers and/or directors of Williams. The Partnership is a party to an Omnibus Agreement with Williams and its affiliates that governs its relationship with them regarding the following matters: (i) reimbursement of certain general and administrative expenses; (ii) indemnification for certain environmental liabilities, tax liabilities and right-of-way defects; (iii) reimbursement for certain expenditures; and (iv) a license for the use of certain software and intellectual property. The Partnership is also party to a $20 million Working Capital Loan Agreement with Williams as the lender and the Partnership as the borrower. Further, the Partnership and Williams are both party to a $1.5 billion Credit Agreement (the “Credit Agreement”) with certain lenders whereby the Partnership is permitted to borrow up to $75 million for general partnership purposes, including acquisitions.

For additional relationships between Williams and its affiliates and the Partnership, please read “Certain Relationships and Related Transactions, and Director Independence” in the Partnership’s annual report on Form 10-K, filed with the Securities and Exchange Commission on February 28, 2007.

Item 7.01 Regulation FD Disclosure.

On October 23, 2007, the Partnership issued a press release announcing the election of Mr. Sailor discussed above. The press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The press release is being furnished pursuant to Item 7.01, Regulation FD Disclosure. The information furnished 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 9.01. Financial Statements and Exhibits.

     (a) None

     (b) None

     (c) None

     (d) Exhibits.

Exhibit Number	Description
Exhibit 99.1	Press release dated October 23, 2007.

SIGNATURES

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

	WILLIAMS PARTNERS L.P.
	By:	Williams Partners GP LLC, its General Partner
Date: October 25, 2007	By:	/s/ William H. Gault
		William H. Gault
		Assistant Secretary

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Press release dated October 23, 2007.

EX-99.1

Exhibit 99.1

Date:                Oct. 23, 2007

Williams Partners L.P. Raises Cash Distribution to 55 Cents Per Unit

Partnership Also Names New Board Member

     TULSA, Okla. — Williams Partners L.P. (NYSE:WPZ) announced today that the regular quarterly cash distribution its unitholders receive has been increased to 55 cents per unit. This is the partnership’s seventh consecutive distribution increase since its initial distribution in November 2005.

     The new per-unit amount is 22 percent higher than the partnership’s third-quarter 2006 distribution level of 45 cents per unit, and 57 percent higher than the partnership’s initial distribution — paid on a pro rata basis in November 2005. The initial distribution reflected the pro rata share of the partnership’s minimum quarterly distribution of 35 cents and covered the period from the closing of its initial public offering on Aug. 23, 2005, through Sept. 30, 2005.

     The board of directors of the partnership’s general partner has approved the increase in the quarterly cash distribution. The third-quarter distribution is payable on Nov. 14, 2007, to unitholders of record at the close of business on Nov. 7, 2007.

Board Change

     The partnership also announced Rod Sailor, vice president and treasurer for Williams, will succeed Phil Wright on the board of directors for the general partner of Williams Partners. The other board members affiliated with Williams include Steve Malcolm, Don Chappel, and Alan Armstrong.

     The independent directors include H. Michael Krimbill, former president and chief financial officer of the general partner of Energy Transfer Partners, L.P.; Alice Peterson, president of Chicago-based Listen Up Group, LLC, a provider of governance- and ethics-related services; and Bill Parker, a retired executive vice president of Phillips Petroleum Company.

     Wright will continue to lead Williams’ gas pipeline business. In addition, he will serve as a director on the new master limited partnership Williams announced in July. The new MLP was created to own and operate natural gas transportation and storage assets.

Third-quarter Financial Results

     Williams Partners plans to report its third-quarter 2007 financial results before the market opens on Thursday, Nov. 1. Management will discuss the partnership’s results during a live webcast beginning at noon Eastern the same day. Participants are encouraged to access Williams Partners’ webcast at www.williamslp.com.

     A limited number of phone lines also will be available at (877) 856-1962. International callers should dial (719) 325-4762. Callers should dial in at least 10 minutes prior to the start of the discussion. Replay of the third-quarter webcast will be available for two weeks at www.williamslp.com.

About Williams Partners L.P. (NYSE: WPZ)

Williams Partners L.P. is a publicly traded master limited partnership that owns natural gas gathering, transportation, processing and treating assets serving regions where producers require large scale and highly reliable services, including the Gulf of Mexico and the San Juan Basin in New Mexico and Colorado. The partnership also serves the natural gas liquids (NGL) market through its NGL fractionating and storage assets. The general partner is Williams Partners GP LLC. More information about the partnership is available at www.williamslp.com.

Contact:	Jeff Pounds
	Williams (media relations)
	(918) 573-3332
	Sharna Reingold
	Williams (investor relations)
	(918) 573-2078

# # #

This press release may include “forward-looking statements” as defined by federal law. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Partnership expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by the Partnership based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Partnership, which may cause our actual results to differ materially from those implied or expressed by the forward-looking statements. Additional information about issues that could lead to material changes in performance is contained in the Partnership’s annual and quarterly reports filed with the Securities and Exchange Commission.