Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  ACCESS MIDSTREAM PARTNERS LP
2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2014
3. Issuer Name and Ticker or Trading Symbol
Williams Partners L.P. [WPZ]
(Last)
(First)
(Middle)
525 CENTRAL PARK DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

OKLAHOMA CITY, OK 73105
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 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)
COMMON UNITS (LIMITED PARTNER INTERESTS) 0 (1) (2) (3)
D (1) (2) (3)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ACCESS MIDSTREAM PARTNERS LP
525 CENTRAL PARK DRIVE
OKLAHOMA CITY, OK 73105
    X    

Signatures

/s/ J. Mike Stice, Chief Executive Officer of Access Midstream Partners, L.P. 10/24/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Access Midstream Partners, L.P. ("ACMP") is deemed to have beneficial ownership over the 279,472,244 Common Units and 26,475,507 Class D Units of the Issuer held by Williams Gas Pipeline Company, LLC ("WGP", and such held units, "WGP Held Units"), as a result of entering into that certain Support Agreement dated October 24, 2014, with WGP and the Issuer, pursuant to which, in part, WGP granted a proxy over the WGP Held Units to ACMP to vote in favor of, and otherwise agreed to consent to, the Merger and Merger Agreement (as defined below). (Continued in Footnote 2)
(2) On October 24, 2014, an Agreement and Plan of Merger (the "Merger Agreement") was entered into among ACMP, its general partner-Access Midstream Partners GP, L.L.C.-, the Issuer, the Issuer's general partner-Williams Partners GP LLC-and VHMS LLC, a wholly owned subsidiary of ACMP ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will be merged and into the Issuer, with the Issuer being the surviving partnership and ACMP becoming the sole limited partner of the Issuer (the "Merger").
(3) ACMP does not have any pecuniary interest in any of the WGP Held Units and beneficial ownership over the WGP Held Units is expressly disclaimed.

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