Fitch Ratings has affirmed the Issuer Default Ratings (IDR) and outstanding debt ratings for The Williams Companies, Inc. (WMB) and its two debt issuing pipeline company subsidiaries Transcontinental Gas Pipe Line Corp. (TGPL) and Northwest Pipeline GP (NWP), as listed below. The Rating Outlook is Stable. Approximately $6.76 billion of outstanding long-term debt is affected.

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 at 'BBB'.

Northwest Pipeline GP (NWP)

--IDR at 'BBB';

--Senior unsecured at 'BBB'.

WMB's ratings consider the strong operating performance from its core exploration and production (E&P), pipeline and natural gas midstream operations and an improving credit profile. Consolidated credit measures including leverage ratios are consistent with its rating category. Debt/EBITDA was 2.3 times (x) for the 12 months ended June 30, 2008 and is expected to strengthen by calendar year-end 2008. WMB's liquidity including unrestricted cash and available revolver capacity is adequate. WMB's liquidity position benefits from an unsecured marginless hedge credit facility that serves to reduce its use of cash and other credit facilities for margin requirements related to hedging activities for E&P. In addition, WMB has no material debt refinancings until 2011.

Credit concerns include the effect of volatile commodity prices and the potential for a broad domestic economic downturn on WMB's E&P and midstream operations. A sustained period of depressed natural gas and natural gas liquids (NGL) prices would likely put downward pressure on drilling activity, reduce profits and weaken credit measures. Under such circumstances, planned capital expenditures could be pared back in future periods for the company to be able to fund its capital spending entirely with cash flow and available cash as is currently contemplated. In addition, unsettled debt and equity capital markets currently limit the company's financial flexibility and make the near-term dropdown of midstream and pipeline assets to its two master limited partnerships (MLPs) unlikely.

TGPL's and NWP's ratings reflect their strong individual operating and financial profiles, offset by the structural and functional ties between these entities and their ultimate parent WMB. Both TGPL and NWP participate in WMB's daily cash management program under which each subsidiary makes and/or receives advances from WMB and each has access to $400 million under WMB's $1.5 billion revolving credit facility. Operationally, TGPL and NWP are considered as two of the premier pipeline systems in the U.S. In particular, both systems boast competitive rate structures, operate in relatively secure markets, a high percentage of their capacity is subscribed under medium-term and long-term contracts and expansion spending is manageable. In addition neither TGPL nor NWP have any material outstanding regulatory issues with FERC.

Credit measures for TGPL and NWP on both and historical and prospective basis are strong for their current ratings. Their ratings also consider WMB's pipeline MLP Williams Pipeline Partners L.P. (WMZ), currently a 35% owner of NWP. While there are no near-term plans by WMB to drop down additional interests of NWP or TGPL into WMZ, future dropdowns are likely to begin with a stabilizing of MLP debt and equity markets. Should future dropdowns occur, WMZ's credit profile would have greater influence over the pipelines' ratings than it now has. Currently, WMZ has no external debt and no credit rating.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. 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.

Fitch Ratings, New York
Ralph Pellecchia, +1-212-908-0586
Peter Molica, +1-212-908-0288
Cindy Stoller, +1-212-908-0526 (Media Relations)