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                                                                    EXHIBIT 23.2
 
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
   
As independent public accountants, we hereby consent to the incorporation by
reference in this Amendment No. 2 to the Registration Statement on Form S-3, No.
33-63495, of our report dated February 20, 1995 (except with respect to the
matters discussed in Notes A and C, as to which the date is July 25, 1995), on
the Transco Energy Company-Contributed Assets combined financial statements for
the year ended December 31, 1994 included in Williams Holdings of Delaware,
Inc.'s Form 10/A Amendment No. 2 to the Form 10 incorporated by reference in
this registration statement and to all references to our Firm included in or
made a part of this registration statement.
    
 
                                          ARTHUR ANDERSEN LLP
 
Houston, Texas
   
January 26, 1996