ONEOK INC, DEF 14A, 1994-12-09

ONEOK INC
DEF 14A, 1994-12-09
NATURAL GAS TRANSMISISON & DISTRIBUTION

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant / /
Filed by a party other than the registrant /X/
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

ONEOK INC.
(Name of Registrant as Specified in Its Charter)

BOWNE OF DALLAS, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:

- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)

- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- - --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

- - --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:

- - --------------------------------------------------------------------------------
(3) Filing party:

- - --------------------------------------------------------------------------------
(4) Date filed:

- - --------------------------------------------------------------------------------

- - ---------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE> 2

ONEOK INC.
100 WEST FIFTH STREET
TULSA, OKLAHOMA 74103

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JANUARY 19, 1995

December 9, 1994

To the Shareholders of ONEOK Inc.:

Notice is hereby given that the Annual Meeting of the Shareholders of ONEOK
Inc. will be held at ONEOK Plaza, 100 West Fifth Street, Tulsa, Oklahoma,
Thursday, January 19, 1995, at 10 a.m. for the following purposes:

1. To elect three directors (Class B) to serve until the Annual
Meeting of Shareholders to be held January 15, 1998, or until their
successors are duly elected and qualified.

2. To ratify and approve the appointment of KPMG Peat Marwick LLP as
independent auditor of the Corporation for the 1995 Fiscal Year.

3. To transact such other business as may properly come before the
meeting and at any and all adjournments thereof.

Only shareholders of record on the stock transfer books of the Corporation
at the close of business November 21, 1994, the Record Date fixed by the Board
of Directors, are entitled to notice of and to vote at the meeting and at any
and all adjournments thereof.

By Order of the Board of Directors,

/s/ LAVON W. NEAL

LAVON W. NEAL, Secretary
- - --------------------------------------------------------------------------------

To assure your representation at the meeting, please sign and mail the
enclosed proxy, which is being solicited on behalf of the Board of Directors of
ONEOK Inc. A return envelope that requires no postage, if mailed in the United
States, is enclosed for your convenience in returning your proxy. If you receive
more than one form of proxy, it is an indication that your shares are registered
in more than one account. All proxy forms received by you should be signed and
returned promptly in order that all your shares are voted.

If your shares are held in the name of a broker, trust, bank, or other
nominee and you plan to attend the meeting and vote your shares in person, you
should bring with you a proxy or letter from the broker, trustee, bank, or
nominee confirming your beneficial ownership of the shares.
<PAGE> 3

PROXY STATEMENT

ONEOK INC.
100 WEST FIFTH STREET
TULSA, OKLAHOMA 74103

DECEMBER 9, 1994

ANNUAL MEETING OF SHAREHOLDERS
JANUARY 19, 1995

PROXY AND SOLICITATION

The accompanying proxy is solicited by the Board of Directors of ONEOK Inc.
for use at the Annual Meeting of Shareholders to be held at ONEOK Plaza, 100
West Fifth Street, Tulsa, Oklahoma, on Thursday, January 19, 1995, at 10 a.m.
and at any and all adjournments thereof.

Properly executed proxies received in time for the meeting will be voted.
If the enclosed proxy is executed and returned, it may be revoked by a
later-dated proxy or by written notice to the Secretary of the Corporation.
Shareholders attending the meeting may revoke their previously executed proxies
and vote in person.

The cost of soliciting proxies will be borne by the Corporation. In
addition to the use of the mails, proxies may be solicited personally or by
telephone by officers and regular employees of the Corporation. Morrow & Co.,
Inc., New York, New York, will assist in solicitation of proxies. The
Corporation will pay $7,500 to Morrow & Co., Inc., for proxy solicitation
services. The Corporation does not expect to pay any additional compensation for
the solicitation of proxies; however, the proxy solicitor, brokers and other
custodians, nominees, or fiduciaries will be reimbursed for expenses incurred in
forwarding proxy material to principals and obtaining their proxies.

ANNUAL REPORT

The Corporation's 1994 Annual Report to Shareholders, including financial
statements, has been sent to all shareholders of record on November 21, 1994,
except for accounts on which the shareholder has filed a written request to
eliminate receiving duplicate reports. In addition, the Corporation is providing
brokers, dealers, banks, voting trustees, and their nominees additional copies
of the Annual Report, at the Corporation's expense, so that such material may be
forwarded to beneficial owners as of the Record Date of November 21, 1994. The
Annual Report is not part of this Proxy Statement and is not to be used as such.
<PAGE> 4

STOCK OUTSTANDING AND VOTING RIGHTS

At Record Date the Corporation had outstanding in the hands of the public
180,000 shares of Preferred Stock, Series A (4 3/4%), each share being entitled
to two votes, and 26,690,004 shares of Common Stock, each share being entitled
to one vote.

Under Section 216 of the Delaware General Corporation Law and the
Corporation's By-laws, a majority of the shares of the common stock, present in
person or represented by proxy, shall constitute a quorum for purposes of the
Annual Meeting. In all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or represented by
proxy at the Annual Meeting and entitled to vote on the subject matter shall be
the act of the shareholders. Abstentions are treated as votes against a proposal
and broker non-votes have no effect on the vote. Directors shall be elected by a
plurality of the votes present in person or represented by proxy at the Annual
Meeting and entitled to vote on the election of directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following are known to the Corporation to be the beneficial owners of
more than five percent (5%) of any class of the Corporation's voting securities
at Record Date.

<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE
OF BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNERS OWNERSHIP OF CLASS
- - ----------------- ------------------------------ ----------------- --------
<S> <C> <C> <C>
Common Stock Bank of Oklahoma 3,901,078 Shares 14.62%
Trustee for Thrift Plan for Direct
Employees of ONEOK Inc. and
Subsidiaries
P.O. Box 2300
Tulsa, OK 74192
Preferred Stock Sidney Paxton 23,948 Shares 13.30%
Series A (4 3/4%) Box 76 Direct
Oklahoma City, OK 73101
Bank of Oklahoma 9,126 Shares 5.07%
Trustee for Thrift Plan for Direct
Employees of ONEOK Inc. and
Subsidiaries
P.O. Box 2300
Tulsa, OK 74192
</TABLE>

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<PAGE> 5

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the shares of Common Stock beneficially
owned by directors and nominees for directors and by all executive officers and
directors as a group as of August 31, 1994. Beneficial ownership of the stock is
as shown unless otherwise footnoted.

<TABLE>
<CAPTION>
SHARES OWNED
-------------------------------
TITLE OF BENEFICIAL PERCENT
CLASS NAME OWNERSHIP OF CLASS
- - ------------ ----------------------------------------- --------- -----------
<S> <C> <C> <C>
Common Stock William M. Bell.......................... 1,078 Less Than
Director One Percent
Common Stock Larry W. Brummett........................ 17,933(1)(2) " "
Chairman of the Board, President,
and Chief Executive Officer -- ONEOK Inc.
Common Stock Douglas R. Cummings...................... 600 " "
Director
Common Stock William L. Ford.......................... 2,509(3) " "
Director
Common Stock J. M. Graves............................. 1,000 " "
Director
Common Stock Charles C. Ingram........................ 99,176(4) " "
Chairman of the Board Emeritus
ONEOK Inc.
Common Stock Stephen J. Jatras........................ 1,000 " "
Director
Common Stock Elmer H. Kamphaus........................ 58,289(5) " "
President -- Oklahoma Natural Gas Company
and ONG Transmission Company
Common Stock Bert H. Mackie........................... 500 " "
Director
Common Stock Jerry D. Neal............................ 14,250 " "
Vice President, Treasurer and Chief
Financial Officer -- ONEOK Inc.
Common Stock Douglas Ann Newsom, Ph.D................. 531 " "
Director
Common Stock Gary D. Parker........................... 1,850 " "
Director
Common Stock Frank W. Schemm.......................... 45,291 " "
Vice President -- Business Development --
ONEOK Inc.
</TABLE>

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<PAGE> 6

NOTES:

(1) Shares of Common Stock of the Corporation in the custody of the Trustee
under the Thrift Plan include 10,817 shares for the account of Mr.
Brummett; 7,116 shares of Common Stock are held by Mr. Brummett. These
amounts total 17,933.

(2) Mr. Brummett also owns 545 shares of Preferred Stock.

(3) Includes 909 shares owned by the 1979 Leslie A. Ford Trust, of which W. L.
Ford is a trustee. Mr. Ford is not a beneficial owner of these shares and
disclaims ownership thereof.

(4) Includes 33,800 shares owned by Mrs. C. C. Ingram. Mr. Ingram disclaims
ownership of these shares. In addition to the 99,176 shares, Mr. Ingram is
the donor of 876 shares of ONEOK Inc. Common Stock held for the benefit of
relatives in trusts over which he has retained no control as to voting
rights during the terms of these trusts.

(5) Shares of Common Stock of the Corporation in the custody of the Trustee
under the Thrift Plan include 45,380 shares for the account of Mr.
Kamphaus; 12,909 shares of Common Stock are held by Mr. Kamphaus. These
amounts total 58,289. Mr. Kamphaus retired as President and Chief Operating
Officer of Oklahoma Natural Gas Company and ONG Transmission Company
September 1, 1994.

(6) Shares of Common Stock of the Corporation in the custody of the Trustee
under the Thrift Plan include 62,829 shares for the account of Mr. Scott;
51,355 shares of Common Stock are held by Mr. Scott. These amounts total
114,184. Mr. Scott retired as President and Chief Executive Officer
February 17, 1994, and as Chairman of the Board June 1, 1994.

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<PAGE> 7

(7) Includes 7,696 shares owned by Mrs. J. E. Tyree. Mr. Tyree disclaims
ownership of these shares.

(8) Shares of Common Stock of the Corporation in the custody of the Trustee
under the Thrift Plan include 3,931 shares for the account of Mr. Van
Meter; 18,710 shares of Common Stock are held by Mr. Van Meter. These
amounts total 22,641.

(9) Shares of Common Stock of the Corporation in the custody of the Trustee
under the Thrift Plan include 208,665 shares for directors and executive
officers as a group and are reported in the preceding tabulation.
Nonemployee directors do not participate in the Thrift Plan.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

As of January 19, 1995, the Board of Directors will consist of 12 members,
divided into Class A, Class B, and Class C with 4, 3, and 5 members,
respectively. Each group is elected for a term of three years, with the term of
one group expiring at each Annual Meeting. At the Annual Meeting to be held
January 19, 1995, three directors (Class B) are to be elected to three-year
terms expiring at the Annual Meeting to be held January 15, 1998, or until their
successors are duly elected and qualified. The nominees for director are: Larry
W. Brummett, Stephen J. Jatras, and Douglas Ann Newsom. All are presently
serving as directors of the Corporation.

Should any of the nominees for the office of director become unable to
accept nomination or election, it is intended that the persons named in the
accompanying form of proxy will vote for the election of such other person for
such office as the Board of Directors may recommend in the place of such
nominee.

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<PAGE> 8

The following is information regarding nominees for director and the
directors whose terms of office do not expire at the January 19, 1995, Annual
Meeting.

NOMINEES FOR DIRECTORS

CLASS B -- TERM ENDING 1998

<TABLE>
<S> <C>
LARRY W. BRUMMETT Chairman of the Board, President, and Chief Executive Officer,
(age 44) ONEOK Inc. -- Tulsa, Oklahoma
Director since 1994
Mr. Brummett became Tulsa District Vice President of Oklahoma
Natural Gas Company September 1, 1986; was elected Executive
Vice President May 17, 1990; and served in that position until
January 21, 1993. He was elected Executive Vice President of
ONEOK Inc. January 21, 1993, and President and Chief Executive
Officer February 17, 1994. Mr. Brummett was elected to the
additional position of Chairman of the Board effective June 1,
1994. He is a director of American Gas Association; Southern
Gas Association; Oklahoma State Chamber of Commerce;
Metropolitan Chamber of Commerce, Tulsa; and Bank of Oklahoma
Financial Corp./Bank of Oklahoma, N.A., in Tulsa. He is an
officer or director of numerous civic and business
organizations and not-for-profit associations.

STEPHEN J. JATRAS Retired Chairman of the Board, Memorex Telex
(age 68) Corporation -- Tulsa, Oklahoma
Director since 1985
Mr. Jatras was chairman of the board and president of Memorex
Telex Corporation in Tulsa from 1988 to 1991. Prior to that,
he was chairman of the board of The Telex Corporation for
seven years. He is a director of Fourth Financial Corp. in
Tulsa. Mr. Jatras is a trustee of Carnegie-Mellon University
and The University of Tulsa, serves on the Board of Regents of
Tulsa Junior College, and is chairman of the board of River
Parks Authority, the Advisory Board of The Salvation Army, and
St. John Medical Center in Tulsa.

DOUGLAS ANN Professor, Department of Journalism, Texas Christian
NEWSOM, PH.D. University -- Fort Worth, Texas
(age 61)
Director since 1982 In addition to her teaching position, Dr. Newsom is a textbook
author and public relations counselor.
</TABLE>

6
<PAGE> 9

CONTINUING DIRECTORS

CLASS C -- TERM ENDING 1996

<TABLE>
<S> <C>
DOUGLAS R. President and Owner, Cummings Oil Company -- Oklahoma City,
CUMMINGS Oklahoma
(age 65)
Director since 1989 Mr. Cummings has been president of Cummings Oil Company since
1972. He is an officer or director of numerous civic and
business organizations and not-for-profit associations.

J. M. GRAVES President and Owner, Calumet Oil Company -- Tulsa, Oklahoma
(age 68)
Director since 1989 Mr. Graves is also president and owner of Green Country Supply,
Inc., an oil field supply and chemical company. He is co-owner
and an officer of Cal Bohannan Drilling Company and Tri-Am
Acid and Fracture Service, Inc. He is a director of West Star
Bank, Bartlesville, Oklahoma; and he serves on the boards of
directors of numerous civic and business organizations and
not-for-profit associations.

J. D. SCOTT Retired Chairman of the Board, ONEOK Inc. -- Tulsa, Oklahoma
(age 63)
Director since 1979 Mr. Scott became President and Chief Executive Officer of ONEOK
Inc. in 1986 and Chairman of the Board in January 1987. He
retired from those positions February 17, 1994, and June 1,
1994, respectively. Mr. Scott is a director of BANK IV
Oklahoma, N.A., in Tulsa.

G. RAINEY Professor of Surgery, The University of Oklahoma College of
WILLIAMS, M.D. Medicine -- Oklahoma City, Oklahoma
(age 68)
Director since 1974 Dr. Williams has held his current position since 1974. He is a
director of Boatmen's First National Bank of Oklahoma in
Oklahoma City.

STANTON L. YOUNG President, The Young Companies -- Oklahoma City, Oklahoma
(age 67)
Director since 1972 Mr. Young is an individual investor with ownership of oil and
gas mineral and working interests, a shopping center, and
warehouses. He is also owner and president of Journey House
Travel Service, Inc., in Oklahoma City.
</TABLE>

7
<PAGE> 10

CLASS A -- TERM ENDING 1997

<TABLE>
<S> <C>
WILLIAM M. BELL Vice Chairman of the Board, Liberty Bank and Trust Company of
(age 59) Oklahoma City, N.A. -- Oklahoma City, Oklahoma
Director since 1981
Mr. Bell is also a director of Liberty Bank and Trust Company,
and is chairman, president, and chief executive officer of
Liberty Trust Company. He is a member of the executive
committee of the American Bankers Association Trust Committee
and chairman of the Oklahoma Business Roundtable.

WILLIAM L. FORD President, Shawnee Milling Company -- Shawnee, Oklahoma
(age 52)
Director since 1981 Mr. Ford has served as president of Shawnee Milling Company
since 1979. He serves on the boards of directors of numerous
civic and business organizations and not-for-profit
associations.

BERT H. MACKIE President, Security National Bank -- Enid, Oklahoma
(age 52)
Director since 1989 Mr. Mackie, with Security National Bank since 1962, is currently
president and a director. Mr. Mackie serves on the Board of
Governors of the United States Postal Service.

GARY D. PARKER President, Moffitt, Parker & Company, Inc. -- Muskogee, Oklahoma
(age 49)
Director since 1991 Mr. Parker, a certified public accountant, is also the majority
shareholder of Moffitt, Parker & Company, Inc., and has been
president of the firm since 1982. He is a director of First
National Bank and Trust Company of Muskogee, Oklahoma, and is
chairman of the Board of Trustees, Muskogee Regional Medical
Center.
</TABLE>

8
<PAGE> 11

ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS

Eleven regular meetings were held by the Board of Directors during the 1994
Fiscal Year; and all of the Directors attended more than 75 percent of the total
aggregate number of meetings of the Board of Directors and committees on which
they served.

J. D. Scott retired from the position of Chairman of the Board June 1,
1994. He continues to serve as a director in Class C.

In accordance with the By-laws of the Corporation, a person may not be
reelected to the Board of Directors or elected to fill a vacancy on the Board
after such person's 70th birthday. James E. Tyree is not eligible to stand for
reelection in 1995 due to this requirement.

The aggregate amount of directors' fees paid during the 1994 Fiscal Year
was $333,331. Officer-directors receive no additional compensation for service
on the Board of Directors or its committees. All other directors receive an
annual retainer of $16,000, a fee of $900 for attending each board meeting and
each committee meeting, and reimbursement for expenses incurred in attending
board and/or committee meetings. Nonofficer directors who chair a committee
receive an additional annual retainer of $2,000.

Charles C. Ingram, chairman of the board emeritus, retired as a full-time
employee of the Corporation effective January 1, 1982, and as a director January
20, 1988. After retirement he furnished consulting services to the Corporation
under a contract until January 1994. Mr. Ingram, as chairman of the board
emeritus, is invited to attend all board meetings.

Based solely on a review of the forms submitted to the Corporation during
and with respect to the most recent fiscal year, it has been determined that all
directors (except William M. Bell), and all officers of the Corporation who are
required to so file have timely filed all forms required to be filed under
Section 16(a) of the Securities Exchange Act of 1934, as amended. Mr. Bell's
August 30, 1994, purchase of 600 shares of ONEOK Inc. Common Stock was not
reported to the Corporation in time to timely file the required Securities and
Exchange Form 4; therefore, the filing of one report containing one transaction
was made four days late.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

William M. Bell, an executive officer and director of Liberty Bancorp, is a
ONEOK Inc. director and a member of the Executive Compensation Committee; and
David L. Kyle, who became President of Oklahoma Natural Gas Company, a ONEOK
Inc. executive officer position, on September 1, 1994, is a director of Liberty
Bancorp. Mr. Kyle is also a member of Liberty Bancorp's Compensation Committee.

Larry W. Brummett served as an ex officio member of ONEOK Inc.'s Executive
Compensation Committee beginning June 1, 1994, upon his election to the position
of Chairman of the Board, as currently required by the Corporation's By-laws.

9
<PAGE> 12

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Liberty Bank and Trust Company of Oklahoma City, N.A., performs registrar
and stock transfer services for which payments totaling $141,910 were made by
ONEOK Inc. during Fiscal Year 1994. William M. Bell, vice chairman of the board
of Liberty Bank and Trust Company of Oklahoma City, N.A., is a ONEOK Inc.
director.

ONEOK Resources Company participates in several joint interest operations
in which Cummings Oil Company also participates. A total of $64,880 in joint
interest fees was paid during Fiscal Year 1994 by ONEOK Resources Company, a
wholly owned subsidiary of ONEOK Inc., to Cummings Oil Company. Douglas R.
Cummings, president and owner of Cummings Oil Company, is a ONEOK Inc. director.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has standing Executive, Audit, Nominating, and
Executive Compensation Committees.

EXECUTIVE COMMITTEE

Members of the Executive Committee are: Chairman Larry W. Brummett, William
M. Bell, Douglas R. Cummings, Stephen J. Jatras, J. D. Scott, James E. Tyree,
and G. Rainey Williams.

The Committee did not meet during the 1994 Fiscal Year. The Executive
Committee may exercise all of the powers and authority of the Board of Directors
in the management of the business and affairs of the Corporation, subject to
certain statutory limitations.

AUDIT COMMITTEE

Members of the Audit Committee are: Chairman Stephen J. Jatras, Vice
Chairman William L. Ford, J. M. Graves, Bert H. Mackie, Douglas Ann Newsom, Gary
D. Parker, J. D. Scott, and Stanton L. Young. The Committee, composed entirely
of outside directors, held three meetings during the last fiscal year. The Audit
Committee reviews and makes recommendations to the Board of Directors concerning
employment of the independent auditors, the proposed annual audit plan, the
completed annual audit, and the Corporation's Conflict of Interest Program. The
Committee also meets periodically with:

a. the Corporation's independent auditors to review the Corporation's accounting
policies, internal controls, and other accounting and auditing matters;

b. the Corporation's internal auditor to review the Corporation's internal
auditing program;

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<PAGE> 13

c. the Corporation's chief financial officer to review the Corporation's
accounting policy, the results of the annual audit, and the Corporation's
periodic financial statements; and

d. the Corporation's legal counsel to review outstanding and potential
litigation, regulatory proceedings, and other significant legal matters.

NOMINATING COMMITTEE

Members of the Nominating Committee are: Chairman Bert H. Mackie; J. M.
Graves; Douglas Ann Newsom; James E. Tyree; Stanton L. Young; and Larry W.
Brummett, who serves as an ex officio member of the Committee, as currently
required by the By-laws of the Corporation. The Committee met once during the
last fiscal year. The Nominating Committee recommends nominees to fill vacancies
on the Board of Directors, establishes procedures to identify potential
nominees, recommends criteria for membership on the Board of Directors, and
recommends the successor chief executive officer when a vacancy occurs. The
Committee will consider nominees recommended by shareholders for service on the
Board of Directors. Recommendations should be sent to the Corporate Secretary at
the address shown on the front of this Proxy Statement.

EXECUTIVE COMPENSATION COMMITTEE

Members of the Executive Compensation Committee are: Chairman G. Rainey
Williams; William M. Bell; Douglas R. Cummings; William L. Ford; Gary D. Parker;
and Larry W. Brummett who serves as an ex officio member of the Committee, as
currently required by the By-laws of the Corporation. The Committee met three
times during the last fiscal year. The Executive Compensation Committee reviews
the compensation received by the executive officers of the Corporation and
recommends to the Board of Directors the forms and amounts of executive
compensation, including grants under the Stock Performance Plan. Mr. Brummett
does not participate in the Committee's evaluation of his performance or the
determination of his compensation.

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<PAGE> 14

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------------------------------
ANNUAL COMPENSATION
--------------------------------------- AWARDS PAYOUTS
OTHER ---------------------- -------
ANNUAL RESTRICTED ALL OTHER
NAME AND BONUS COMPEN- STOCK OPTIONS/ LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY (1) SATION AWARD(S) SARS PAYOUTS SATION(2)
- - --------------------------- ---- -------- -------- ------- ---------- -------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. D. Scott 1994 $312,000 $ 0 $0 NONE NONE NONE $ 10,602
Chairman of the Board, 1993 $410,668 $333,900 $0 NONE NONE NONE $ 13,704
President and CEO(3) 1992 $388,967 $ 0 $0 NONE NONE NONE $ 13,288

Larry W. Brummett 1994 $252,231 $ 0 $0 NONE NONE NONE $ 12,889
Chairman of the Board, 1993 $173,333 $ 84,150 $0 NONE NONE NONE $ 10,393
President and CEO(4) 1992 -- -- -- -- -- -- --

Elmer H. Kamphaus 1994 $250,233 $ 0 $0 NONE NONE NONE $ 13,622
President -- Oklahoma 1993 $237,867 $153,106 $0 NONE NONE NONE $ 13,593
Natural Gas Company 1992 $210,800 $ 0 $0 NONE NONE NONE $ 12,485

Bill M. Van Meter 1994 $258,866 $ 0 $0 NONE NONE NONE $ 14,136
President -- Energy 1993 $250,533 $153,106 $0 NONE NONE NONE $ 13,704
Companies of ONEOK 1992 $236,533 $ 0 $0 NONE NONE NONE $ 13,247

Jerry D. Neal 1994 $156,500 $ 0 $0 NONE NONE NONE $ 9,376
Vice President, 1993 -- -- -- -- -- -- --
Treasurer and CFO(5) 1992 -- -- -- -- -- -- --

Frank W. Schemm 1994 $114,166 $ 0 $0 NONE NONE NONE $ 4,377
Vice President -- 1993 -- -- -- -- -- -- --
Business Development(6) 1992 -- -- -- -- -- -- --
</TABLE>

(1) There were no Stock Performance Plan awards granted in Fiscal Year 1994. For
details of the Plan, see page 18.

(2) ONEOK Inc.'s contribution to the Thrift Plan for Employees of ONEOK Inc. and
Subsidiaries.

(3) Mr. Scott retired from the position of president and chief executive officer
February 17, 1994, and as chairman of the board June 1, 1994.

(4) Mr. Brummett became president and chief executive officer February 17, 1994,
and chairman of the Board June 1, 1994. He was not one of the five
highest-paid officers in fiscal year 1992.

(5) Mr. Neal was not one of the five highest-paid officers in fiscal years 1992
and 1993.

(6) Mr. Schemm was not one of the five highest-paid officers in fiscal years
1992 and 1993.

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<PAGE> 15

BOARD EXECUTIVE COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

The Executive Compensation Committee (the Committee) of the Board of
Directors annually reviews the compensation program for the officers of ONEOK
Inc., its divisions, and subsidiaries and establishes the forms and levels of
compensation for each officer. The Executive Compensation Committee consists of
five outside directors, and the chairman of the board served as an ex officio
member of the Committee as currently required by ONEOK Inc.'s By-laws.

Although corporate management may be present during Committee discussions
of officers' compensation, Committee decisions with respect to the compensation
of the Chairman of the Board, President, and Chief Executive Officer are reached
in private sessions without the presence of any member of corporate management.

COMPENSATION PHILOSOPHY

The "core" package, consisting of base salary and benefits, is established
to allow the corporation to be competitive in hiring and retaining competent
leaders who will improve shareholder value.

The "variable" component of the compensation package is entirely at risk.
It has the potential to be a significant portion of the executive's pay package
because it is comprised of common stock awards that are based on the continued
financial success of the corporation. The variable component is designed to
motivate favorable results that will best serve the corporation's shareholders
over the long term.

COMPENSATION METHODOLOGY -- BASE SALARY

The Executive Compensation Committee reviews management compensation levels
and evaluates management performance. The Committee has met at least once each
year for several years with a specialist from a compensation consulting firm to
identify objectives, develop the timing, and determine the costs of the annual
salary structure review. The services of William M. Mercer Incorporated were
utilized during Fiscal Year 1994. The subjective criteria on which individual
performance is measured are problem analysis; planning; organizational ability;
directing; decision making; human, capital, and material resource utilization;
time management; initiation of and response to change; communications and team
relations; and personal actions.

Diversity of executive assignments requires that individual salaries be
based on periodic comparison of actual pay for comparable positions in the
utility industry and in the oil and gas industry as well as on individual
performance, potential, and experience.

13
<PAGE> 16

Surveys used in the 1994 study include the American Gas Association
Executive Compensation Survey, the Mercer Oil and Gas Industry Compensation
Survey, and the Towers & Perrin Natural Gas Pipeline Survey. Nine of the fifteen
companies that comprise the Standard & Poor's Natural Gas Distributors' Index,
which is part of the Performance Graph on page 17, are included in the industry
salary surveys used by the Committee. Annual salaries for ONEOK Inc.'s
executives are in the medium-to-low range of the surveys utilized in the 1994
study.

All recommendations made by the Executive Compensation Committee are
submitted to the full Board of Directors for approval.

COMPENSATION METHODOLOGY -- PERFORMANCE-BASED COMPENSATION
AWARDED UNDER THE STOCK PERFORMANCE PLAN

The Executive Compensation Committee developed, and the Board of Directors
approved, a five-year Stock Performance Plan (Plan) effective September 1, 1991
(Fiscal Year 1992), that will terminate August 31, 1996. The shareholders
ratified and adopted the Plan January 16, 1992. The Plan followed a similar plan
that had been in effect from September 1, 1986, through August 31, 1991.

The Plan is administered by the Executive Compensation Committee which is
authorized to make all judgments and interpretations required to execute the
Plan in accordance with its stated purpose, subject to ratification by the Board
of Directors.

Participation in the Plan is restricted to officers of ONEOK Inc. and its
divisions and wholly-owned subsidiaries who are recommended for Target Grants by
the Executive Compensation Committee at the start of each fiscal year. Target
Grants are comparable to the incentive opportunities provided by ONEOK Inc.'s
peer corporations.

The Plan is designed to encourage increased shareholder value while
strengthening corporate objectives through increased stock ownership by all
officers, thereby further aligning their interests with the interests of
shareholders.

The Executive Compensation Committee has the authority to recommend to the
Board of Directors that no awards be made even if the earnings per share
criteria of the Stock Performance Plan are met. For a description of the Plan
see page 18.

The Stock Performance Plan is based on increased corporate earnings; and
because the goals were not met, there were no Stock Performance Grants awarded
for Fiscal Year 1994.

COMPENSATION -- CHIEF EXECUTIVE OFFICER

Mr. Larry W. Brummett was elected President and Chief Executive Officer
effective February 17, 1994, and served in that capacity for six and one-half
months in Fiscal Year 1994. He was elected to the additional office of Chairman
of the Board effective June 1, 1994. ONEOK Inc.'s compensation philosophy and
methodology are described on page 13 and apply to all executive positions,
including the Chief Executive Officer.

14
<PAGE> 17

Because the corporation's 1994 increased earnings objectives were not
attained, Mr. Brummett's salary was approximately 66 percent of his total
possible compensation in Fiscal Year 1994, which reflects the relationship of
his compensation to the corporation's performance for the fiscal year.

BASE COMPENSATION -- CHIEF EXECUTIVE OFFICER

The Executive Compensation Committee established a base salary for Mr.
Brummett during Fiscal Year 1994 through a decision process that focused on his
promotion to President and Chief Executive Officer. Mr. Brummett's annual salary
was increased to $305,000 effective February 17, 1994; however, because he
served in the capacity of President and Chief Executive Officer for six and
one-half months and as Executive Vice President for five and one-half months
during Fiscal 1994, the total amount received by Mr. Brummett as salary was
$252,231. When Mr. Brummett was elected Chairman of the Board, he received no
salary increase.

Mr. Brummett's current annual salary of $305,000 is in the lower range of
the surveys utilized in the Committee's 1994 study. Nine of the fifteen
companies that comprise the Standard & Poor's Natural Gas Distributors' Index,
which is part of the Performance Graph on page 17, are included in the industry
salary surveys used by the Committee.

The Committee's salary determinations during Fiscal Year 1994 were based on
guidelines that focused on competitive pay practices among competitor
organizations and ONEOK Inc.'s standard promotional practices. Since Mr.
Brummett was Chief Executive Officer for only a portion of Fiscal 1994, the
Committee's evaluation of his performance as Chief Executive Officer will begin
with the 1995 Fiscal Year. The evaluation will be based on accomplishment of the
action goals set out in the 1995 Strategic Plan, as approved by the Board of
Directors.

PERFORMANCE-BASED COMPENSATION IN RELATION TO THE CORPORATION'S FINANCIAL
PERFORMANCE FOR FISCAL YEAR 1994 -- CHIEF EXECUTIVE OFFICER

Based on the Corporation's financial performance, no performance-based
compensation was granted to Mr. Brummett during Fiscal Year 1994. If the
Corporation had met its financial objectives, Mr. Brummett would have received a
Stock Performance Award with a value equal to approximately 50 percent of his
actual base salary. The goals that were not met are included in the description
of the Stock Performance Plan on page 18.

FEDERAL INCOME TAX LIABILITY

ONEOK Inc. has not yet adopted a policy regarding the recently enacted
Internal Revenue Code Section 162(m) regarding a $1 million annual limitation of
a federal income deduction by the Corporation for compensation paid to any
executive officer. This limitation did not apply to ONEOK Inc. during Fiscal
Year 1994; however, the new Internal Revenue Code requirement is being evaluated
and the proposed tax regulations are being closely monitored.

15
<PAGE> 18

CONCLUSION

The Executive Compensation Committee acts on behalf of the Board of
Directors and, by extension, the shareholders in overseeing and continuously
reassessing executive compensation. The Committee believes the methods currently
in place meet the requirements of aligning the executives' interests with those
of the shareholders while creating an adequate package of total compensation and
also providing downside risk to compensation when financial performance falls
short of the high standards reflected in the stated goals.

Respectfully submitted,

G. Rainey Williams, Chairman William L. Ford
William M. Bell Gary D. Parker
Douglas R. Cummings Larry W. Brummett, Ex Officio

16
<PAGE> 19

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG ONEOK INC., S&P 500 INDEX AND
S&P NATURAL GAS DISTRIBUTORS INDEX

(GRAPH)

MEASUREMENT PERIOD S&P NATURAL
(FISCAL YEAR COVERED) ONEOK INC. S&P 500 INDEX GAS DISTRIBUTORS
- - ----------------------------- ------------- ---------------- ----------------
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 91.43 95.01 97.27
1991 103.35 120.58 90.07
1992 134.37 130.13 95.95
1993 179.09 149.93 127.07
1994 158.96 158.13 113.88
</TABLE>

The information provided under the foregoing sections entitled "Board Executive
Compensation Committee Report on Executive Compensation" and "Performance Graph"
shall not be deemed "soliciting material" or to be "filed" with the Securities
and Exchange Commission or subject to Regulations 14A or 14C, other than as
provided in Item 402 of Regulation S-K, or to the liabilities of Section 18 of
the Securities Exchange Act of 1934, and unless specific reference is made to
such sections in a filing, the information shall not be incorporated by
reference into any such filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934. Additionally, the stock performance as shown on
the Performance Graph shall not be interpreted as a prediction of future stock
performance.

17
<PAGE> 20

THE STOCK PERFORMANCE PLAN

The Executive Compensation Committee implemented, and the Board of
Directors approved, a five-year Stock Performance Plan (Plan) effective
September 1, 1991, that will terminate August 31, 1996. The current Plan
followed a similar Plan that had been in effect from September 1, 1986, through
August 31, 1991. The Stock Performance Plan is administered by the Executive
Compensation Committee of the ONEOK Inc. Board of Directors. This committee is
authorized to make all judgments and interpretations required to execute the
Plan in accordance with its stated purpose, subject to ratification by the Board
of Directors. Participation in the Plan is restricted to officers of ONEOK Inc.
and its divisions and wholly owned subsidiaries who are recommended for Target
Grants by the Executive Compensation Committee at the start of each fiscal year.
The Plan is designed to encourage increased shareholder value while
strengthening corporate objectives through increased stock ownership by all
officers. A Target Grant is a tentative dollar amount of additional compensation
which could be paid to an eligible officer who has been selected for
participation during the fiscal year. Based on the percent of increase in ONEOK
Inc.'s after-tax earnings per share during each current fiscal year, the Target
Grants are multiplied by applicable factors to determine the amounts of the
actual Grants. Target Grants become actual Grants of additional compensation
only if two tests are met: (1) there is an increase of at least 4 percent in
ONEOK Inc.'s after-tax earnings per share over the preceding fiscal year's
earnings per share and (2) the current year's earnings per share must equal or
exceed $1.33, as provided in the current Plan. For increases in earnings per
share between 4 percent and 12 percent, the individual Grants range
proportionately from 50 percent to 125 percent of the individual Target Grant.
The Grants are not increased for earnings increases over 12 percent. The
payments of individual Grants are normally made in a combination of full shares
of stock and cash. Stock distribution and cash payments are made on a date set
in accordance with the terms of the Plan.

The Executive Compensation Committee has the discretion to decline
recommendations of awards under the Plan whether or not the earnings per share
criteria are met.

18
<PAGE> 21

The following Target Grants for the indicated officers were established by
the Board of Directors August 19, 1993, for Fiscal Year 1994. No grants were
awarded for Fiscal Year 1994.

<TABLE>
<CAPTION>
NAME OF
INDIVIDUAL OR TARGET
NUMBER IN GROUP CAPACITIES IN WHICH SERVED GRANT
- - ------------------------------ ----------------------------------------------- --------
<S> <C> <C>
J. D. Scott................... Chairman of the Board, President, and Chief $277,130
Executive Officer, ONEOK Inc.
J. R. Mosteller............... Executive Vice President 166,020
Larry W. Brummett............. Executive Vice President 127,105
Elmer H. Kamphaus............. President -- Oklahoma Natural Gas 127,105
Company
Bill M. Van Meter............. President -- Energy Companies of ONEOK 127,105
All Executive Officers
7 as a Group................ $955,635
All Other Officers
18 as a Group............... $786,830
</TABLE>

The following table summarizes the actual Grants made under the Plan for
Fiscal Year 1994.

J. R. Mosteller............... Executive Vice President 0

Larry W. Brummett............. Executive Vice President 0

Elmer H. Kamphaus............. President -- Oklahoma Natural Gas 0
Company

Bill M. Van Meter............. President -- Energy Companies of ONEOK 0

All Executive Officers
7 as a Group................ $0

All Other Officers
18 as a Group............... $0
</TABLE>

19
<PAGE> 22

The following Target Grants for the indicated executives were established
by the Board of Directors August 18, 1994, for Fiscal Year 1995.

David L. Kyle................. President -- Oklahoma Natural Gas Company 131,340

Bill M. Van Meter............. President -- Energy Companies of ONEOK 131,340

Jerry D. Neal................. Vice President, Treasurer, and Chief 97,850
Financial Officer

Frank W. Schemm............... Vice President -- Business Development 52,440

All Executive Officers
6 as a Group................ $737,035

All Other Officers
15 as a Group............... $627,070
</TABLE>

PENSION PLANS

PENSION PLAN TABLE

ESTIMATED ANNUAL BENEFITS
UNDER FINAL-AVERAGE EARNINGS (1) (2) (3) (4) (5)

<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------------------------------------------------
REMUNERATION 15 20 25 30 35
- - ----------------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$125,000..................... $ 45,052 $ 54,600 $ 64,149 $ 73,697 $ 83,245
150,000..................... 54,427 66,006 77,586 89,166 100,745
175,000..................... 63,802 77,413 91,024 104,634 118,245
200,000..................... 73,177 88,819 104,461 120,103 135,745
225,000..................... 82,552 100,225 117,899 135,572 153,245
250,000..................... 91,927 111,631 131,336 151,041 170,745
300,000..................... 110,677 134,444 158,211 181,978 205,745
400,000..................... 148,177 180,069 211,961 243,853 275,745
450,000..................... 166,927 202,881 238,836 274,791 310,745
500,000..................... 185,677 225,694 265,711 305,728 345,745
</TABLE>

(1) For purposes of the above table, the annual Social Security Covered
Compensation benefit ($24,312) was used in the excess benefit calculation.

(2) For persons who retired through 1994, the Internal Revenue Code limits
annual payments from the Retirement Plan to $118,800, with lesser amounts
under certain circumstances. Such limits are now

20
<PAGE> 23

adjusted for changes in the cost of living. For employees eligible under the
Supplemental Executive Retirement Plan, the remaining amounts of annual
benefit payments will be paid pursuant to that Plan.

(3) For plan years beginning after December 31, 1993, as a result of the Omnibus
Budget Reconciliation Act of 1993, the annual compensation of each employee
which is to be taken into account under the Retirement Plan cannot exceed
$150,000 (adjusted for increases in the cost of living).

(4) These amounts are estimates only and would be subject to adjustment based on
rules and regulations applicable to the method of distribution and survivor
benefit options selected by the retiree. Retirement benefits would be
actuarially reduced for retirement prior to age 65.

(5) The compensation covered by the Retirement Plan benefit formula is the basic
salary paid to an employee within the employee's final average earnings. The
final average earnings means the employee's highest earnings during any
sixty consecutive months during the entire period of employment. For any
employee named or shown in the Summary Compensation Table who retires with
vested benefits under the Plan, the compensation shown as "salary" in the
Summary Compensation Table could be considered covered compensation in
determining benefits, except that the Plan benefit formula takes into
account only a fixed percentage of final average earnings which is uniformly
applied to all employees. The amount of covered compensation that may be
considered in calculating retirement benefits is also subject to limitations
in the Internal Revenue Code applicable to the Plan.

The RETIREMENT PLAN FOR EMPLOYEES OF ONEOK INC. AND SUBSIDIARIES (PLAN) is
a tax-qualified, defined-benefit pension plan under the Internal Revenue Code
and the Employee Retirement Income Security Act of 1974. In Plan years prior to
1989, benefits became vested and nonforfeitable after completion of ten years of
continuous employment; and in Plan years after 1988, benefits become vested and
nonforfeitable after completion of five years of continuous employment. A vested
participant receives the retirement benefit upon attaining retirement age under
the Retirement Plan notwithstanding an earlier separation from service.
Annuities (joint and survivor for married participants unless they otherwise
elect) are calculated at retirement date based on credited service, limited to a
maximum of 35 years, and final average earnings; and monthly payments are paid
from the portion of the fund held by an insurance company. At August 31, 1994,
the executive officers named in the Summary Compensation Table had the following
credited service under the Plan, respectively: Larry W. Brummett, 19 years and 2
months; Elmer H. Kamphaus, 35 years; Bill M. Van Meter, 8 years and 7 months;
Jerry D. Neal, 31 years and 9 months; and Frank W. Schemm, 33 years and 2
months.

The maximum annual benefits for employees in higher salary classifications
retiring at age 65 with the specified years of service are as shown in the table
on page 20. There are a number of options available to a retiring employee such
as the method of distribution and survivor benefit options, which, when selected
by the retiree, could result in reduced monthly pension payments. Retirement
benefits also would be actuarially reduced for retirement prior to age 65.

21
<PAGE> 24

The SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) covers elected officers
of the Corporation, appointed officers of the Corporation, and such other
employees who are highly compensated employees in the management of the
Corporation who are selected for participation by the Executive Compensation
Committee and approved by the Board of Directors and who are also eligible to
receive limited benefits from the Retirement Plan for employees of ONEOK Inc.
and Subsidiaries. An administrative committee interprets and administers the
SERP. The benefit payable to an employee under the SERP is equal to the benefit
which would be payable to the employee under the Retirement Plan for Employees
of ONEOK Inc. and Subsidiaries if the limitations prescribed by Sections
401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended, were not
applicable, less the benefit payable under the Retirement Plan with such
limitations. Benefits under the SERP are paid coincidentally with the payment of
benefits under the Retirement Plan or as the administrative committee may
determine. These benefits are unfunded and are payable from the general assets
of the Corporation. The Board of Directors may amend or terminate the SERP at
any time; however, benefits accrued prior to termination of the SERP will not be
affected.

TERMINATION OF EMPLOYMENT AND
CHANGE OF CONTROL ARRANGEMENTS

On January 19, 1984, the Board of Directors adopted a Severance Pay Policy
(Policy) for all employees including officers of the Corporation, its divisions,
and subsidiaries; and authorized Termination Agreements to be entered into with
officers of the Corporation, its divisions, and subsidiaries.

If within two years of any change of control, employment is terminated
either involuntarily or voluntarily following a material adverse change in
compensation, responsibility, and/or working conditions, under the Policy the
affected employee will receive severance pay equal to eight weeks' pay for each
full year of service. Change of control occurs when a person or group acquires
beneficial ownership of twenty percent (20%) or more of the voting power of the
Corporation; or if after a transaction -- including a cash tender or exchange
offer, merger or other business combination, sale of assets, contested election,
or any combination thereof -- the directors, prior to such transaction, cease to
constitute a majority of the Board of Directors of the Corporation or its
successor. The Policy applies to a change in control that might have occurred
within three years of its adoption January 20, 1984, and automatically extends
from year to year or until terminated by the Board at the end of any annual
period thereafter (Covered Period).

Termination Agreements have been entered into with the officers of the
Corporation, its divisions, and subsidiaries. Upon change of control during the
Covered Period and termination of employment of an officer within three years
after such change of control, but prior to the officer's 65th birthday, the
officer would receive a lump-sum termination payment. The payment would equal
three times the respective officer's annual salary and bonus, if any, plus the
retirement and other employee benefits to which the officer would have been
entitled during the next three years had the officer's employment not been
terminated. No termination payment is required if the termination is due to the
officer's death,

22
<PAGE> 25

total or permanent disability, resignation without consent of the Board of
Directors, or other than for good reasons as defined in the Termination
Agreement.

Assuming a change of control and termination of their employment on August
31, 1994, the Executive Officers named in the Summary Compensation Table, All
Current Executive Officers as a Group, and All Other Current Officers as a Group
would have been entitled to receive the following payments under the Policy and
their Termination Agreements, respectively: Larry W. Brummett, $776,115 and
$920,495; Elmer H. Kamphaus, $1,347,442 and $910,301; Bill M. Van Meter,
$358,440 and $936,203; Jerry D. Neal, $770,481 and $579,487; and Frank W.
Schemm, $597,196 and $425,997. All Current Executive Officers as a Group,
$7,496,242 and $5,970,206; and All Other Current Officers as a Group, $9,271,551
and $7,789,720.

PROPOSAL NO. 2

RATIFICATION AND APPROVAL OF APPOINTMENT OF AUDITOR

The Board of Directors, based on the recommendation of the Audit Committee,
appointed the firm of KPMG Peat Marwick LLP independent auditor to examine the
books of account and other records of the Corporation and its consolidated
subsidiaries for the 1995 Fiscal Year. The Board of Directors is asking the
shareholders to ratify and approve this action. KPMG Peat Marwick LLP has been
the Corporation's independent auditor since 1951, and the audit engagement
partner is normally rotated every five years. Representatives of the firm will
be present at the meeting and will be afforded the opportunity, if they so
desire, to make a statement and respond to appropriate questions that may come
before the meeting.

Although such ratification is not required by law, the Board of Directors
believes that shareholders should be given the opportunity to express their
views on the subject. The Board has asked for such ratification since 1983.
While not binding on the Board of Directors, the failure of the shareholders to
ratify the appointment of KPMG Peat Marwick LLP as the Corporation's independent
auditor would be considered by the Board in determining whether or not to
continue with the services of KPMG Peat Marwick LLP.

AVAILABILITY OF ANNUAL REPORT 10-K

The Corporation will provide to each shareholder of record on November 21,
1994, without charge and upon written request of such person, a copy of the
Corporation's Form 10-K including financial statements, schedules, and exhibits
required to be filed with the Securities and Exchange Commission for 1994, the
Corporation's most recent fiscal year. All requests for copies should be sent to
the attention of the Vice President, Treasurer, and Chief Financial Officer,
ONEOK Inc., Post Office Box 871, Tulsa, Oklahoma 74102-0871. Each request must
set forth in good faith representation that as of November 21, 1994, the person
making the request was a beneficial owner of the Corporation's Common or
Preferred Stock.

23
<PAGE> 26

SHAREHOLDER PROPOSALS

Any shareholder proposal to be presented at the Annual Meeting to be held
January 18, 1996, must be received by the Corporation on or before August 12,
1995, for inclusion in the Corporation's Proxy Statement and form of proxy
relating to that meeting.

OTHER MATTERS

The management of the Corporation knows of no other matters that are likely
to be brought before the meeting.

Tulsa, Oklahoma
December 9, 1994

24
<PAGE> 27
ONEOK Inc. PREFERRED

PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS -- JANUARY 19, 1995

The undersigned hereby appoints Larry W. Brummett and Lavon W. Neal, or
either of them, with the power of substitution in each, proxies to vote all
stock of the undersigned in ONEOK Inc. at the Annual Meeting of Shareholders to
be held January 19, 1995, and at any and all adjournments thereof, upon the
matter of the election of directors, the proposal referred to in Item 2 of this
Proxy, and any other business that may properly come before the meeting.

Shares will be voted as specified. IF NO SPECIFICATION IS MADE, SHARES
WILL BE VOTED TO ELECT THE DIRECTORS AS PROPOSED AND FOR THE PROPOSAL REFERRED
TO IN ITEM 2 OF THIS PROXY. The proxies or substitutes may vote accordingly in
their discretion upon any other business that may properly come before this
Annual Meeting or any adjournment thereof.

MANAGEMENT RECOMMENDS A VOTE FOR ITEMS 1 AND 2.

NO. 1. Election of Three (Class B) Directors
Nominees: Larry W. Brummett, Stephen J. Jatras, and Douglas Ann
Newsom

/ / For all nominees listed.
/ / To withhold authority to vote for all nominees listed.
(To withhold authority to vote for any individual nominee,
write that nominee's name on the line provided below.)

________________________________________________________________________________
CONTINUED AND TO BE SIGNED ON REVERSE SIDE.

<PAGE> 28
ONEOK Inc. PREFERRED

NO. 2. To ratify and approve the appointment of KPMG Peat Marwick LLP as
independent auditor of the Corporation for the 1995 Fiscal Year.

/ / For / / Against / / Abstain

Please sign this proxy exactly as your
name appears hereon, including the title
"Executor," "Trustee," etc., if the same
is indicated. If joint account, each joint
owner should sign. If stock is held by a
corporation, this proxy should be executed
by a proper officer thereof.

Dated: ____________________________________
___________________________________________
___________________________________________
Signature(s) of Shareholders
Please date and sign this proxy and return
it in the enclosed envelope.