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                                                                      EXHIBIT 23
 
                        CONSENT OF INDEPENDENT AUDITORS
 
     We consent to the incorporation by reference in the following registration
statements on Form S-3 of Williams Holdings of Delaware, Inc. and the related
Prospectuses of our report dated February 10, 1997, with respect to the
consolidated financial statements and schedule of Williams Holdings of Delaware,
Inc. included in this Annual Report (Form 10-K) for the year ended December 31,
1996.
 
          Form S-3:  Registration No. 33-63495
                     Registration No. 333-20927
 
                                            ERNST & YOUNG LLP
 
Tulsa, Oklahoma
March 26, 1997