EXHIBIT 23.4

            CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS


         We hereby consent to the incorporation by reference to our reserve
reports dated as of December 31, 2002, 2001, and 2000, each of which is included
in the Annual Report on Form 10-K of The Williams Companies for the year ended
December 31, 2002. We also consent to the reference to us under the heading of
"Experts" in such Annual Report.

                                         MILLER AND LENTS, LTD.



                                         By:  /s/ S. John Stieber
                                            ----------------------------------
                                            S. John Stieber
                                            Senior Vice President