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                                                                   Exhibit 99(b)

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
     MAPCO Inc.:

We have audited the consolidated balance sheets of MAPCO Inc. and subsidiaries
as of December 31, 1997 and 1996, and the related consolidated statements of
income, changes in stockholders' equity, and cash flows for each of the three
years in the period ended December 31, 1997 (none of which are presented
herein). Our audits also included the financial statement schedules listed at
Item 14(a)2 in the MAPCO Inc. 1997 Annual Report on Form 10-K (not presented
herein). These financial statements and financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial statement schedules based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of MAPCO Inc. and
subsidiaries at December 31, 1997 and 1996, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1997, in conformity with generally accepted accounting principles. Also, in
our opinion, such financial statement schedules, when considered in relation to
the basic consolidated financial statements taken as a whole, present fairly in
all material respects the information set forth therein.

As discussed in Note 16 to the MAPCO Inc. consolidated financial statements
(Note 17 to the consolidated financial statements of Williams Holdings of
Delaware, Inc.), MAPCO Inc. is a defendant in litigation relating to an LPG
explosion in April 1992, that occurred near an underground salt dome storage
facility located near Brenham, Texas.

Effective October 1, 1997, MAPCO Inc. changed its method of accounting for
business process reengineering activities to conform to the consensus reached 
by the Emerging Issues Task Force in Issue No. 97-13.





Deloitte & Touche LLP
Tulsa, Oklahoma
January 27, 1998
(March 3, 1998, as to Notes 2 and 16
to the MAPCO Inc. consolidated financial statements)




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