1
                                                                   EXHIBIT 23(a)




                        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 April 3, 1998 with respect to the consolidated 
financial statements and schedule of Williams Holdings of Delaware, Inc.
included in its Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 18, 1998.
        

          Form S-3:  Registration No. 33-63495
                     Registration No. 333-20927
                     Registration No. 333-24683
                     Registration No. 333-35097



                                                               ERNST & YOUNG LLP


Tulsa, Oklahoma
May 18, 1998