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EXHIBIT 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1996 Stock Plan for Nonofficer Employees of The Williams
Companies, Inc. of our report dated February 17, 2000, except for the matters
described in the fourth and sixth paragraphs of Note 1, Note 11 and Note 22, as
to which the date is June 9, 2000, with respect to the consolidated financial
statements and schedules of The Williams Companies, Inc. included in its Annual
Report (Form 10-K/A) for the year ended December 31, 1999, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Tulsa, Oklahoma
December 12, 2000
