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-3 No. 333-85540) and the related
Prospectus of The Williams Companies, Inc. for the registration of $2.7 billion
of Debt Securities, Preferred Stock, Common Stock, Preferred Stock Purchase
Rights, Purchase Contracts, Warrants and Units, and to the incorporation by
reference therein of our report dated March 6, 2002, except for the matters
described in the fifth and sixth paragraphs 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
June 12, 2002