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Andrews Kurth LLP

600 Travis, Suite 4200

Houston, Texas 77002

June 23, 2005

BY FEDERAL EXPRESS

Securities and Exchange Commission

100 F Street NE

Mail Stop 3-8

Washington, DC 20002

Attn: H. Christopher Owings

    Re:

    Williams Partners L.P.

    Registration Statement on Form S-1

    File No. 333-124517

Dear Mr. Owings:

     Set forth below are the responses of Williams Partners L.P., a Delaware limited partnership
(the “Partnership”), to comments received from the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission by letter dated June 1,
2005, with respect to the Partnership’s Registration Statement on Form S-1 (File No. 333-124517)
(the “Registration Statement”). Where applicable, our responses indicate the additions,
deletions or revisions we included in Amendment No. 1 to the Registration Statement (“Amendment
No. 1”). For your convenience, our responses are prefaced by the exact text of the Staff’s
corresponding comment in italicized text. The references to page numbers in the responses to the
Staff’s comments correspond to the pages in Amendment No. 1 that we are filing today via EDGAR.

General

    1.

    We note a number of blank spaces throughout your registration statement for information that
you are not entitled to omit under Rule 430A, such as the anticipated price range. Since we
may have additional comments once you provide this information, please allow us sufficient
time to review your complete disclosure prior to any distribution of preliminary prospectuses.

    Response:

    We have revised the cover page of the prospectus and the prospectus summary to include
the anticipated price range and the assumed initial public offering price as
requested. Please read the cover page of the prospectus and page 1 of Amendment No. 1.

    2.

    We note that the net proceeds from any exercise of the underwriters’ over-allotment option
will be used to redeem an equal number of units from affiliates of your general partner. It
appears that doing so would render those affiliates selling security holders in this offering.
Please revise or advise.

    Response:

    We do not agree that common units issued upon any exercise of the over-allotment option
will be offered for the account of affiliates of our general partner within the meaning of
Item 507 of Regulation S-K because any units so issued will be newly issued by the
Partnership. However, we acknowledge that, upon any exercise of the over-allotment option and
the subsequent redemption of an equal number of common units held by such affiliates, the
number of common units held by such affiliates will decrease by the same amount as if those
affiliates had sold those common units to the underwriters. Accordingly, we have added
disclosure and a table to page 156 of the prospectus that sets forth the amounts of common
units held by such affiliates prior to the exercise, and upon an exercise in full, of the
over-allotment option and the subsequent redemption.

Prospectus cover page

    3.

    Please delete the fourth and fifth sentences in the first full paragraph. Stating your
expected distribution rate is not required by Item 501 of Regulation S-K and otherwise is not
appropriate for cover page disclosure.

    Response:

    We acknowledge that the amount of the minimum quarterly distribution is not required by
Item 501 of Regulation S-K to be on the cover page of the prospectus. However, it is our
understanding that the price of our common units will be determined, in part, by the implied
yield calculated by dividing the amount of our minimum quarterly distribution by the offering
price. Accordingly, we believe that investors consider the amount of the minimum quarterly
distribution to be a crucial component in evaluating an investment in our common units (or any
other publicly traded partnership). Therefore, we believe that information of this importance
is appropriate disclosure for the cover page of the prospectus.

    4.

    Please revise to eliminate the defined term NGL from the cover page and throughout the
forepart of the prospectus.

    Response:

    We have revised the cover page and the “Summary” section of the prospectus to eliminate
the term NGL as requested. Please read the cover page of the prospectus and pages 1 through 4
of Amendment No. 1.

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    5.

    It appears that you will include some picture or graphics on the gatefold. Prior to the
printing and distribution of the preliminary prospectus, please provide us with a copy of all
artwork and graphics, and any accompanying captions you intend to use.

    Response:

    We have included in Amendment No. 1 certain photographs of our assets, a diagram and a
caption on the inside front cover page of the prospectus.

Prospectus Summary, page 1

Williams Partners L.P., Page 1

    6.

    Please revise to avoid the use of industry jargon such “fractionating” in the summary.

    Response:

    While we acknowledge that fractionation is an industry term, we believe there is no good
substitute. The term fractionation refers to a specific process, and the term fractionation
facility refers to a specific type of asset. We believe that the use of any other term might
fail to accurately describe our assets and business. However, in response to the Staff’s
comment, we have added a sentence defining “fractionation” in the first paragraph of the
“Summary” section of the prospectus and have added fractionation to the “Glossary of Terms” in
Appendix B of Amendment No. 1. Please read pages 1 and B-2 of Amendment No. 1.

Management of Williams Partners L.P., page 5

    7.

    You state that your general partner will not receive any management fee or other compensation
“in connection with its management of [y]our business.” Please make clear whether it will
receive any fees or other compensation in connection with this offering.

    Response:

    Our general partner will not receive any fees or other compensation in connection with
the offering, other than the general partner interest and incentive distribution rights
received as part of the formation transactions at closing. We have revised the disclosure
under the caption “Prospectus Summary — The Transactions and Partnership Structure —
Management of Williams Partners L.P.” as requested. Please read page 4 of Amendment No. 1.

Use of Proceeds, page 31

    8.

    We note that you will use most proceeds to repay advances from Williams. It appears that
these advances constitute debt for which disclosure required by Instruction 4 to Item 504
applies. Please revise or advise.

    Response:

    We have revised the disclosure to make it clear that the advances from Williams were made
to our predecessor and will be forgiven immediately prior to this offering and that the
proceeds from the offering will be distributed to affiliates of
Williams in part to reimburse Williams for capital expenditures relating to the
assets that will be contributed to us. Please read pages 7, 30 and F-5 of Amendment
No. 1.

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Dilution, page 33

    9.

    We note that net tangible book value in your “pro forma net tangible book value per common
unit before the offering” calculation assumes that the Contributed Assets have been
transferred to the Limited Partnership and your advances from The Williams Companies have been
forgiven. Please expand on footnote (a) to the table to quantify the amount of the debt
forgiveness and to clearly describe why you have included the debt forgiveness in the
calculation.

    Response:

    We have revised our disclosure to calculate dilution based solely on the pro forma net
tangible book value of the contributed assets and liabilities without regard to the
forgiveness of advances prior to the contribution of such assets. Please read page 32 of
Amendment No. 1.

Cash Distribution Policy, page 34

    10.

    Given that you are a new registrant and this offering conveys to potential investors that
your initial quarterly distribution will be $0.37 per unit — an amount which appears to
represent substantially all your available cash — we believe that you should provide a more
detailed discussion about the policy and provide support for the stated distribution amount.
Please accordingly revise this section, the Cash Available for Distribution section, and
Appendix D. The revisions should clearly and fully convey:

    •

    the background and effect of the cash distribution policy,
including the initial distribution rate;

    •

    your estimated cash available to pay distributions over the next
four quarters;

    •

    whether historically you had sufficient available cash to pay the
stated distribution amount; and

    •

    any assumptions and considerations related to the preceding disclosure.

    Response:

    As orally advised by the Staff, we have discussed our response to this comment with underwriter’s counsel and
referred to the disclosure in the most recent amendment to the registration statement on Form S-1 (Amendment No. 5) filed by Inergy
Holdings, L.P. In response to this comment, we have modified our disclosure under the caption “Cash Distribution Policy” and
substantially rewritten our disclosure under the caption “Cash Available for Distribution” to include tabular presentations of pro
forma cash available to pay distributions for the year ended December 31, 2004 and for the three months ended March 31, 2005 and
estimated cash available to pay distributions for the four quarters ending
June 30, 2006. Please read pages 33 through 34 and 42 through 50 of Amendment No. 1.

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    We have presented pro forma information for the three months ended March 31, 2005, as opposed to the twelve-month
period ended March 31, 2005 that Inergy Holdings used, because we believe that information for the three month period will be more
meaningful to investors. By presenting pro forma information for the three months ended March 31, 2005, investors are able to see
that we generated sufficient available cash to pay distributions to our unitholders on a stand-alone basis for that three month
period. This is important because the termination of the subordinated period and the early conversion of subordinated units is
contingent on the Partnership’s ability to both pay and earn the minimum quarterly distribution on all of the common and
subordinated units. In addition, only pro forma information for the three month period will tie back to the pro forma and
historical financial statements included elsewhere in the prospectus.

    We also believe that there are several structural differences between the
Partnership and Inergy Holdings such that there is significantly less risk that the
Partnership will be unable to pay the minimum quarterly distribution on its
outstanding common units as compared to Inergy Holding’s ability to pay its initial
distribution on its common units. We believe this further justifies our
presentation of pro forma information for the three months ended March 31, 2005 as
opposed to the twelve-month period ended March 31, 2005.

    First, our common unitholders benefit from the distribution support provided during
the subordination period. During this period, subordinated units are not entitled
to receive any distributions in a given quarter until the common units have received
the minimum quarterly distribution of $0.3625 per unit, plus any arrearages on this
distribution from prior quarters. Not only do common units have priority over
subordinated units with respect to distributions during the subordination period,
common units are also entitled to receive any arrearages prior to any distribution
on the subordinated units. The subordinated units can convert only after five years
if certain financial tests are met, subject to the earlier conversion of some of the
subordinated units after three and four years if the financial tests are met at
those times. (In addition, all of the subordinated units of the Registrant will
convert if the Partnership makes quarterly distributions in an amount that is 150%
of the minimum quarterly distribution for a four-quarter period). Because there
will initially be an equal number of common units and subordinated units, this
subordination feature effectively means that the Partnership’s estimated available
cash to pay distributions is approximately twice what is necessary to pay the
minimum quarterly distribution on the common units. Inergy Holdings does not have
this protective feature, which essentially doubles the coverage for distributions to
investors in common units. The Partnership’s available cash would effectively have
to decrease by more than 50% before the amount of cash available to pay
distributions on the common units would be affected.

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    Second, Inergy Holdings owns not just common units of Inergy, L.P. but also
subordinated units and incentive distribution rights, which are subordinated to the
subordinated units and therefore even more subject to the risk of nonpayment of
Inergy, L.P. Thus, not only is there no subordinated security at the Inergy
Holdings level, payment on Inergy Holdings units is significantly dependent upon
Inergy, L.P. making distributions on its subordinated securities. This is another
fundamental structural difference between Inergy Holdings and the Partnership.

    Lastly, on a historical basis, the Partnership’s calculations of pro forma available
cash to pay distributions demonstrate an ability to pay the minimum quarterly
distribution for all of its common units, all of its subordinated units and its 2%
general partner interest. In contrast, Inergy Holdings had shortfalls in its
historical pro forma distribution coverage on its common units. For example, for
the year ended December 31, 2004, the Partnership generated approximately $23.7
million of pro forma cash available to pay distributions, which was approximately
118.5% of the $20.0 million needed to pay the minimum quarterly distributions on all
common and subordinated units to be outstanding after the offering and on the 2%
general partner interest. Also, for the three-month period ended March 31, 2005,
the Partnership generated approximately $5.7 million of pro forma cash available to
pay distributions, which was approximately 114% of this $5.0 million amount.
Because the subordinated units by their terms will not receive distributions until
the minimum quarterly distribution is paid on the common units, on a pro forma basis
the Partnership generated more than twice the coverage needed to pay the minimum
quarterly distribution on the common units.

    Accordingly, we believe that our revised disclosure under the captions “Cash
Distribution Policy” and “Cash Available for Distribution” should be more than
sufficient for purposes of providing adequate disclosure to demonstrate the
Partnership’s ability to pay the minimum quarterly distribution on all of the common
units to be issued to investors.

Selected Historical and Pro Forma Combined Financial and Operating Data, page 46

    11.

    We note that you present separate EBITDA measures for Williams Partners Predecessor and
Discovery Producer Services. We further note that you exclude the Discovery impairment
charge, Discovery equity earnings/losses, and the cumulative effect of change in accounting
principle from your EBITDA measures. Please note that “earnings” in EBITDA is intended to
mean “net income” as presented in the statement of operations under GAAP. Measures that are
calculated differently than those described as EBITDA should not be characterized as “EBIDTA.”
Instead, the titles of these measures should clearly identify the earnings measure being used
and all adjustments. In this regard, as the equity earnings/losses of Discovery and the
impairment of your Discovery investment are already included in the financial results of
Williams Partners Predecessor under GAAP, please justify you