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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT



                        Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported): May 18, 1998
                                                          -------------

                      Williams Holdings of Delaware, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



    Delaware                     000-20555                     73-1455707
---------------                 -----------               -------------------
(State or other                 (Commission                (I.R.S. Employer
jurisdiction of                 File Number)              Identification No.)
incorporation)


One Williams Center, Tulsa, Oklahoma                            74172
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(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code:  918/588-2000
                                                     ------------



                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)



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Item 5.  Other Events.

      In connection with the acquisition on March 28, 1998, by The Williams
Companies, Inc. of MAPCO Inc. which has been accounted for as a pooling of
interests, included herein are the restated consolidated financial statements
and schedule of Williams Holdings of Delaware, Inc. (the "Company") for the
three years ended December 31, 1997, and related reports of its independent
auditors and a copy of the Annual Report on Form 10-K of MAPCO Inc. for the
year ended December 31, 1997. These restated consolidated financial statements
of the Company replace the supplemental consolidated financial statements
contained in the Company's Current Report on Form 8-K dated April 29, 1998, and
are now the historical financial statements of the Company. Certain exhibits
labeled below as "restated" have been restated to reflect the combined
operations of the Company and MAPCO Inc.
        
Item 7.  Financial Statements and Exhibits.

      The Company files the following exhibits as part of this Report:

      Exhibit 12.       Computation of Ratio of Earnings to Fixed Charges
            (Restated).

      Exhibit 23(a).    Consent of Independent Auditors, Ernst & Young LLP.
      
      Exhibit 23(b).    Consent of Independent Auditors, Deloitte & Touche LLP.

      Exhibit 27.       Financial Data Schedule (Restated).

      Exhibit 99(a).    Management's Discussion and Analysis of Financial
            Condition and Results of Operations (Restated).

                        The Company's Consolidated Financial Statements for 
            the three years ended December 31, 1997 (Restated), with Report of
            Independent Auditors, Ernst & Young LLP.

      Exhibit 99(b).    Opinion of Independent Auditors, Deloitte & Touche LLP.

      Exhibit 99(c).    Selected Financial Data (Restated).

      Exhibit 99(d).    Schedule II -- Valuation and Qualifying Accounts
            (Restated).

      Exhibit 99(e).    Annual Report on Form 10-K for MAPCO Inc. for the year
            ended December 31, 1997 (incorporated by reference the filing by
            MAPCO Inc. of its Annual Report on Form 10-K for the fiscal year
            ended December 31, 1997, filed March 4, 1998, 
            Commission File No. 1-5254).
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           Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                          WILLIAMS HOLDINGS OF DELAWARE, INC.




Date: May 18, 1998                        /s/ GARY R. BELITZ               
                                          ------------------------------------
                                          Name:  Gary R. Belitz
                                          Title: Controller and
                                                 Chief Accounting Officer


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                              INDEX TO EXHIBITS

<TABLE>
<CAPTION>
            EXHIBIT NO.                     DESCRIPTION
            -----------                     -----------
           <S>                    <C>
           Exhibit 12.            Computation of Ratio of Earnings to Fixed
                Charges (Restated).

           Exhibit 23(a).         Consent of Independent Auditors, Ernst &
                Young LLP.

           Exhibit 23(b).         Consent of Independent Auditors, Deloitte &
                Touche LLP.

           Exhibit 27.            Financial Data Schedule (Restated).

           Exhibit 99(a).         Management's Discussion and Analysis of
                                  Financial Condition and Results of Operations
                                  (Restated).
                                   
                                    The Company's Consolidated Financial
                Statements for the three years ended December 31, 1997 
                (Restated), with Report of Independent Auditors, Ernst & 
                Young LLP.

           Exhibit 99(b).         Opinion of Independent Auditors, Deloitte &
                Touche LLP.

           Exhibit 99(c).         Selected Financial Data (Restated).

           Exhibit 99(d).         Schedule II -- Valuation and Qualifying
                Accounts (Restated).

           Exhibit 99(e).         Annual Report on Form 10-K for MAPCO Inc. for
                the year ended December 31, 1997 (incorporating by reference the
                filing by MAPCO Inc. of its Annual Report on Form 10-K for the 
                fiscal year ended December 31, 1997, filed March 4, 1998,
                Commission File No. 1-5254).
</TABLE>