EXHIBIT 23.1


                         Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4) and the related Prospectus of The Williams
Companies, Inc. for the registration of $1.4 billion of 9.25% Notes, and to the
incorporation by reference therein of our report dated March 6, 2002, with
respect to the consolidated financial statements and schedule of The Williams
Companies, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 2001, filed with the Securities and Exchange Commission.


                                                               ERNST & YOUNG LLP

Tulsa, Oklahoma
March 29, 2002