<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>d95716a1exv23w1.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>
<PAGE>
                                                                    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 (Form S-4) and the related Prospectus of The
Williams Companies, Inc. for the registration of $1.4 billion of 9.25% Notes,
and to the incorporation by reference therein of our report dated March 6, 2002,
except for the matters described in the fifth and sixth paragraph of Note 1 and
the first paragraph of Note 3, as to which the date is April 11, 2002, with
respect to the consolidated financial statements and schedule of The Williams
Companies, Inc. included in its Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 28, 2002.



                                                              ERNST & YOUNG LLP
Tulsa, Oklahoma
May 28, 2002

</TEXT>
</DOCUMENT>
