1
 
                                                                    EXHIBIT 23.1
 
                        CONSENT OF INDEPENDENT AUDITORS
 
   
We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statement on Form S-3, No. 33-63495, 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/A to the Form 10 filed with the Securities and Exchange Commission.
    
 
                                            ERNST & YOUNG LLP
 
Tulsa, Oklahoma
   
December 21, 1995