Fitch Upgrades Williams Companies & Subsidiaries; Williams Partners Outlook

The Williams Companies, Inc. (WMB):

--IDR at 'BBB-';

--Senior unsecured at 'BBB-'.

--Junior subordinated convertible debentures at 'BB'.

Transcontinental Gas Pipe Line Corp. (TGPL)

--IDR at 'BBB';

--Senior unsecured 'BBB'.

Northwest Pipeline Corp. (NWP)

--IDR at 'BBB';

--Senior unsecured debt at 'BBB'.

The Rating Outlook for WMB, TGPL and NWP is now Stable. In addition, Fitch Ratings has revised the Rating Outlook of Williams Partners, L.P. (WPZ) to Positive from Stable following the Nov. 1, 2007 signing of a letter of intent to acquire a membership interest in WMB's Wamsutter system. Fitch Ratings has affirmed the IDR and senior unsecured debt rating of WPZ at 'BB'.

Fitch had revised WMB's ratings Outlook to Positive on May 21, 2007 following the company's announcement that it had entered into an agreement to sell substantially all of its remaining power assets to Bear Stearns for $512 million. Fitch believes that the transaction lowers WMB's business risk by alleviating the pricing volatility and resultant historically heavy cash collateral and letter of credit requirements of the business. The upgrades reflect this reduction of business risk as well as the ongoing strong financial and operating performance and growth of WMB's remaining core business segments. WMB is expected to enjoy favorable financial trends as robust energy prices are expected to continue.

The pipeline subsidiary upgrades reflect NWP's and TGPL's strong individual operating and financial profiles, offset by the structural and functional ties between these entities and their ultimate parent WMB. Both NWP and TGPL participate in WMB's daily cash management program under which each subsidiary makes and/or receives advances from WMB. Operationally, NWP and TGPL are viewed as two of the premier pipeline systems in the U.S. In particular, both systems boast competitive rate structures, captive markets, a high percentage of capacity subscribed long-term contract profiles, and attractive expansion opportunities. The ratings consider WMB's intent to drop-down select pipeline assets into a newly formed master limited partnership, Williams Pipeline Partners (WMZ). WMB will initially dropdown an interest in the Northwest Pipeline system (NWP) to WMZ. Future transactions could include additional dropdowns of the Company's remaining pipeline assets.

Key risk factors incorporated into WMB's ratings continue to include commodity price volatility embedded in WMB's E&P unit and certain phases of the company's midstream business. Leverage while declining, nevertheless, remains high and the company has significant capital expenditure plans which may limit free cash flow and limit further debt reduction. Fitch notes that WMB's near-term capital budget will be funded in part by continued large drop-downs of assets to WMB's existing master limited partnership, WPZ and to WMZ.

The Positive Outlook at WPZ recognizes the continued growth and diversity in the operations of WPZ that will be provided by the Wamsutter assets. Fitch believes that the transaction, which is expected to close in the next few months, will lower business risk providing further diversification of WPZ's assets geographically and further bolstering cash flows.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, . Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.