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                                                                    EXHIBIT 23.1
 
                        CONSENT OF INDEPENDENT AUDITORS
 
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of Williams Holdings
of Delaware, Inc. for the registration of $400 million of debt securities and to
the incorporation by reference therein of our report dated July 14, 1995, with
respect to the consolidated financial statements and schedule of Williams
Holdings of Delaware, Inc. included in its Form 10 filed with the Securities and
Exchange Commission.
 
                                            ERNST & YOUNG LLP
 
Tulsa, Oklahoma
October 18, 1995