content: <PAGE>   1
                                                       Registration No. 333-______
  --------------------------------------------------------------------------------
  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1999.
  --------------------------------------------------------------------------------
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                 ------------------
  
  
                        ONEOK, Inc. Long-Term Incentive Plan
  
                                 ------------------
  
  
                                     ONEOK, INC.
  
                    100 West Fifth Street, Tulsa, Oklahoma 74103
        (Name of the issuer of the equity securities being offered pursuant
                to the Plan and the address of its principal office)
  
            OKLAHOMA                                               73-1520922
  (State or other jurisdiction of                                (IRS Employer
  Incorporation or organization)                               Identification No.)
  
           JIM KNEALE                                           DONALD A. KIHLE
  Vice President, Chief Financial                               Gable & Gotwals
     Officer and Treasurer                                   100 West Fifth Street
           ONEOK, Inc.                                            Suite 1000
     100 West Fifth Street                                   Tulsa, Oklahoma 74103
     Tulsa, Oklahoma 74103                                       (918) 585-8141
        (918) 588-7000
  
           (Name, addresses, and telephone numbers of agents for service)
  
                                 ------------------
  
  
  Appropriate date of commencement of proposed sale pursuant to the Plan: from
                    time to time after the effective date hereof
  
  --------------------------------------------------------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  
  --------------------------------------------------------------------------------
  <TABLE>
  <CAPTION>
  
                                                       Proposed          Proposed
                                                       Maximum           Maximum
                                                       Offering          Aggregate                 Amount of
  Title of Securities        Amount to be              Price             Offering                  Registration
  to be Registered           Registered(1)             Per Unit(2)       Price(3)                  Fee
  
  
  --------------------------------------------------------------------------------------------------------------
  
  --------------------------------------------------------------------------------------------------------------
  <S>                        <C>                       <C>               <C>                       <C>
  Common stock,
  $0.01 par value            1,445,200                 $ 29.96875        $ 43,310,837              $ 12,040
  
  --------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  Exhibits Index on Page 5.
  
  
  
  <PAGE>   2
  
  (1)      Represents the estimated maximum amount of common stock of ONEOK, Inc.
           (hereinafter referred to as "Common Stock") which could be acquired
           under the ONEOK, Inc. Long-Term Incentive Plan (hereinafter referred to
           as the "Plan") either directly from ONEOK, Inc. (hereinafter referred
           to as the "Company"), or from purchases in the open market during the
           years of operation of the Plan.
  
  (2)      Based on price of $ 29.96875 per share of the Common Stock, the average
           sales price of the Common Stock published in the Wall Street Journal
           reports of the New York Stock Exchange Composite Transaction for June
           14, 1999.
  
  (3)      Estimated pursuant to Rule 457(c) solely for the purpose of calculating
           the registration fee.
  
  
  
  
  
                                         2
  
  
  
  <PAGE>   3
  
  
  
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  The document(s) containing the information specified in Part I of Form S-8 will
  be sent or given to employees as specified in Rule 428(b)(1). These documents
  (and the documents incorporated by reference pursuant to Item 3 of Part II of
  this Registration Statement) taken together, constitute the prospectus for
  purpose of Section 10(a) of the Securities Act of 1933, as amended.
  
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
                                       ITEM 3
                       INCORPORATION OF DOCUMENTS BY REFERENCE
  
  The "Company", and the Plan hereby incorporate by reference in this Registration
  Statement the following documents of the Company (SEC File No. 1-2572)
  heretofore filed with the Securities and Exchange Commission:
  
           (1)      Annual Report on Form 10-K of ONEOK, Inc. for the year ended
                    August 31, 1998.
  
           (2)      All other reports filed by ONEOK or the Plan pursuant to
                    Section 13(a) or 15(d) of the Securities Exchange Act of 1934
                    since August 31, 1998. Form 8-K filed September 24, 1998. Form
                    8-K/A filed October 2, 1999. Form 8-K filed October 21, 1998.
                    Form 8-K filed December 16, 1998. Form 8-K filed December 16,
                    1998. Form 10-Q filed January 13, 1999. Form 8-K filed January
                    25, 1999. Form 8-K/A filed January 26, 1999. Form 8-K filed
                    January 25, 1999. Form 8-K filed February 8, 1999. Form 8-K
                    filed February 16, 1999. Form 8-K filed February 23, 1999.
                    Form 8-K filed February 24, 1999. Form 8-K filed February 24,
                    1999. Form 8-K filed February 26, 1999. Form 8-K filed March
                    5, 1999. Form 8-K filed March 19, 1999. Form 10-Q filed April
                    14, 1999. Form 8-K filed April 15, 1999. Form 8-K/A filed
                    April 29, 1999. Form 8-K filed April 19, 1999. Form 8-K filed
                    April 22, 1999. Form 8-K filed April 26, 1999. Form 8-K filed
                    May 3, 1999. Form 8-K filed May 13, 1999.
  
           (3)      ONEOK's Proxy Statement dated December 16, 1998 in connection
                    with its Annual Meeting of Shareholders held January 21, 1999.
  
           (4)      In addition, there is incorporated herein by reference all
                    documents filed subsequent to the date hereof, by the Company
                    and the Plan pursuant to Sections 13(a), 13(c), 14, or 15(d)
                    of the Securities Exchange Act of 1934, as amended, prior to
                    the filing of a post-effective amendment which indicates that
                    all securities have been sold or which deregisters all
                    securities then remaining unsold. Such documents are deemed to
                    be a part hereof from the date of filing of such documents.
  
                                       ITEM 4
                              DESCRIPTION OF SECURITIES
  
  The following is a description of the Company's Common Stock offered.
  
  The holders of the Company's Common Stock are entitled to receive such dividends
  as may be declared by the Board of Directors out of funds legally available
  therefor. Each outstanding share of Common Stock is entitled to full voting
  rights for the election of directors and for all other purposes with one vote
  for each share of Common Stock. In the event of any liquidation, dissolution, or
  winding up of the Company, or any reduction of its capital resulting in any
  distribution of its assets to its stockholders, The holders of Common Stock
  shall be entitled to receive, pro rata, all the remaining assets of the Company
  available for distribution to its stockholders. Each share
  
                                          3
  
  <PAGE>   4
  
  
  
  
  of Common Stock includes an associated right, each right ("Right") entitling the
  holder to purchase one one-hundredth of a share of Series C Participating
  Preferred Stock, par value $0.01 per share of the Company pursuant to a Rights
  Agreement between the Company and a designated rights agent (the "Rights
  Agreement"). The designation of Rights (Exhibit 4(c) hereto) is incorporated
  herein by reference.
  
                                       ITEM 5
                       INTERESTS OF NAMED EXPERTS AND COUNSEL
  
  
  The legality of the securities which may be purchased under the Plan has been
  passed upon by the firm of Gable & Gotwals, 100 West Fifth Street, Suite 1000,
  Tulsa, Oklahoma 74103, counsel for the Company. The firm of Gable & Gotwals, has
  reviewed the statements made as to matters of law and legal conclusions under
  "Securities to be Offered" and such statements are set forth in the documents
  which form a part of the prospectus in reliance upon its authority as an expert.
  
                                       ITEM 6
                      INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
  Pursuant to Article VIII of the bylaws of ONEOK, Inc. upon authorization and
  determination either (1) by the board of directors by a majority of a quorum is
  not consisting of directors who were not parties to the action, suit, or
  proceeding involved; (2) if such a quorum is not obtainable, or even if
  obtainable and a quorum of disinterested directors so directs, by independent
  counsel in a written opinion; or (3) by the stockholders, the Company is
  obligated to indemnify any person who incurs liability by reason of the fact
  that he is or was a director, officer, employee, or agent of the Company, or is
  or was serving at its request as a director , officer, employee, or agent of
  another corporation, partnership, joint venture, trust or other enterprise, or
  as a member of any committee or similar body, if he acted in good faith and in a
  manner he reasonably believed to be in or not opposed to the best interest of
  the Company, and with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful. However, in an action by
  or in the right of the Company, no indemnification will be made if such person
  shall be adjudged to be liable to the Company, unless such indemnification is
  allowed by a court of competent jurisdiction.
  
  Under insurance obtained by the Company, coverage of Company officers and
  directors against liability for neglect, errors, omission, or breaches of duty
  in their capacities as such is provided for both the Company, to the extent that
  it is obligated to indemnify such officers and directors, and the officers and
  directors themselves. Such coverage is provided in the amount of $75,000,000
  with a retained limit by the Company of $250,000. The insurance companies are
  obligated to pay covered losses in excess of the $250,000 retained limit, up to
  the policies' limits of $75,000,000. Among the policies' exclusions are those
  which exclude coverage for accounting for profits made within the meaning of
  Section 16(b) of the Securities Act of 1934, claims based upon or attributable
  to directors and officers gaining any personal profit or advantage to which such
  individuals are not legally entitled, and for any claims brought about or
  attributable to the dishonesty of an officer or director.
  
  The registrant has been advised that, in the opinion of the Securities and
  Exchange Commission, provisions providing for the indemnification by the
  corporation of its officers, directors, and controlling persons against
  liabilities imposed by the Securities Act of 1933 are against public policy as
  expressed in said Act and are therefore unenforceable. It is recognized that the
  above-summarized provisions of the registrant's bylaws and the applicable
  Oklahoma General Corporation Law may be sufficiently broad to indemnify
  officers, directors, and controlling persons of the registrant against
  liabilities arising under said Act. Therefore, in the event that a claim of
  indemnification against liability under said Act (other than the payment by the
  registrant of expenses incurred or paid by a director, officer, or controlling
  person of the registrant in the successful defense of any action, suit, or
  proceeding) shall be asserted by an officer, director, or controlling person
  under said provisions, the registrant will, unless in the opinion of its counsel
  the question has already been settled by the controlling precedent, submit to a
  court of appropriate jurisdiction the question of whether or not such
  indemnification by it is against public policy as expressed in said Act and will
  be governed by the final adjudication of such issue.
  
                                          4
  
  <PAGE>   5
  
  
  
  
                                       ITEM 8
                                      EXHIBITS
  
  The following exhibits are attached hereto or incorporated by reference herein:
  
  <TABLE>
  <CAPTION>
  
                                                                                          Page Number or
                                                                                          Incorporation by
                                                                                          Reference to
                                                                                          -----------------
  
  <S>                                                                             <C>
  (4)(a)   Article "Fourth" of the Certificate of Incorporation                   Incorporated by reference
            of ONEOK, Inc. (Preferred Stock and Common Stock)                     from Exhibit 3.1 to
                                                                                  Amendment No. 3 to Registration
                                                                                  Statement on Form S-4 filed
                                                                                  August 31, 1997
  
  
  (4)(b)   Certificate of Designation for Convertible Preferred                   Incorporated by reference
           stock of WAI, Inc. (Now ONEOK, Inc.) filed November 26, 1997           from Exhibit 3.3 to
                                                                                  Amendment No. 3 to Registration
                                                                                  Statement on Form S-4 filed
                                                                                  August 31, 1997
  
  
  (4)(c)   Certificate of Designation for Series C Participating                  Incorporated by reference
           Preferred Stock of ONEOK, Inc., filed November 26, 1998                from Exhibit No. 1 to
                                                                                  Form 8-A, filed November 26,
                                                                                  1997
  
  (5)      Opinion of Gable & Gotwals, Inc.                                                 11
  
  
  (23)(a)  Consent of Gable & Gotwals, Inc.
           (See Item 5)
  
  (23)(b)  Consent of KPMG LLP                                                              13
  
  (24)     Powers of Attorney (Included on pages 8 and 9)
  
  (99)     ONEOK, Inc. Long-Term Incentive Plan                                             14
  </TABLE>
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                          5
  
  <PAGE>   6
  
  
  
  
                                       ITEM 9
                                    UNDERTAKINGS
  
  a.       The undersigned registrant hereby undertakes:
  
           (1)      To file, during any period in which offers or sales are being
                    made, a post-effective amendment to this registration
                    statement:
  
                    (a)      To include any prospectus required by Section 10
                             (a)(3) of the Securities Act of 1933;
  
                    (b)      To reflect in the prospectus any facts or events
                             arising after the effective date of the registration
                             statement (or the most recent post-effective
                             amendment thereof) which, individually or in the
                             aggregate, represent a fundamental change in the
                             information set forth in the registration statement;
  
                    (c)      To include any material information with respect to
                             the Plan of distribution not previously disclosed in
                             the registration statement or any material change to
                             such information in the registration statement.
  
           (2)      That, for the purpose of determining any liability under the
                    Securities Act of 1933, each post-effective amendment shall be
                    deemed to be a new registration statement relating to the
                    securities offered therein, and the offering of such
                    securities at the time of shall be deemed to be the initial
                    bona fide offering thereof.
  
           (3)      To remove from registration by means of post-effective
                    amendment any of the securities being registered which remain
                    unsold at the termination of the offering.
  
  b.       The undersigned registrant hereby undertakes that, for purpose of
           determining any liability under the Securities Act of 1933, each filing
           of the registrant's annual report pursuant to Section 13(a) or Section
           15(d) of the Securities Exchange Act of 1934 (and, where applicable,
           each filing of an employee benefit plan's annual report pursuant to
           Section 15(d) of the Securities Exchange Act of 1934) that is
           incorporated by reference in the registration statement shall be deemed
           to be a new registration statement relating to the securities offered
           herein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
  c.       The undersigned registrant hereby undertakes to deliver or cause to be
           delivered with the prospectus to each employee to whom the prospectus
           is sent or given, the latest Annual Report to Shareholders unless such
           employee otherwise has received a copy of such report, in which case
           the registrant shall state in the prospectus that it will promptly
           furnish, without charge, a copy of such report on written request of
           the employee. If the last fiscal year of the registrant has ended
           within 120 days prior to the use of the prospectus, the Annual Report
           of the registrant of the preceding fiscal year may be delivered, but
           within such 120-day period the Annual Report for the last fiscal year
           will be furnished to each such employee.
  
           The undersigned registrant hereby undertakes to transmit or cause to be
           transmitted to all employees participating in the Plan who do not
           otherwise receive such material as stockholders or the registrant, at
           the time and in the manner such material is sent to its stockholders,
           copies of all reports, proxy statements, and other communications
           distributed to its stockholders generally.
  
  d.       Insofar as indemnification for liabilities arising under the Securities
           Act of 1933 may be permitted to directors, officers and controlling
           persons of the registrant pursuant to the foregoing provisions, or
           otherwise, the registrant has been advised that in the opinion of the
           Securities and Exchange Commission such indemnification is against
           public policy as expressed in the Act and is, therefore, unenforceable.
           In
  
                                          6
  
  <PAGE>   7
  
  
  
  
           the event that a claim for indemnification against such liabilities
           (other than the payment by the registrant of expenses incurred or paid
           by a director, officer or controlling person of the registrant in the
           successful defense of any action, suit or proceeding) is asserted by
           such director, officer or controlling person in connection with the
           securities being registered, the registrant will, unless in the opinion
           of its counsel the matter has been settled by controlling precedent,
           submit to a court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the Act
           and will be governed by the final adjudication of such issue.
  
  
  
  
  
  
  
  
  
  
                                          7
  
  <PAGE>   8
  
  
  
  
                                      SIGNATURE
  
  Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8, and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Tulsa and the State of Oklahoma, on the 17th day of
  June, 1999.
  
  
                                             ONEOK, Inc.
  
  
                                             By: Larry Brummett
                                                 ---------------------------------
                                                 Larry Brummett, Chairman of the
                                                 Board and Chief Executive
                                                 Officer
  
  
  
  
  
  
  
  
  
  
  
  
                                          8
  
  <PAGE>   9
  
  
  
  
                                  POWER OF ATTORNEY
  
  Each person whose individual signature appears below hereby authorizes Larry
  Brummett and Jim Kneale, or either of them, as attorney-in-fact with full power
  of substitution, to execute in the name and on behalf of each person,
  individually and in each capacity stated below, and to file any and all
  amendments to this registration statement, including any and all post-effective
  amendments and all instruments necessary or incidental in connection therewith.
  
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the undersigned
  certify that to the best of their knowledge and belief, the registrant meets all
  the requirements for filing on Form S-8. This registration statement has been
  signed below by the following persons in the capacities indicated in the City of
  Tulsa and the State of Oklahoma, on this 17th day of June, 1999.
  
  
  Larry W. Brummett                          Jim Kneale
  -------------------------------            ---------------------------------
  Larry W. Brummett                          Jim Kneale
  Chairman of the Board,                     Vice President,
  Chief Executive                            Chief Financial Officer, and
  Officer, and Director                      Treasurer
  
  David L. Kyle                              Barry D. Epperson
  -------------------------------            ---------------------------------
  David L. Kyle                              Barry D. Epperson
  President, Chief Operating                 Vice President, Controller, and
  Officer, and Director                      Chief Accounting Officer
  
  Edwyna G. Anderson                         Douglas T. Lake
  -------------------------------            ---------------------------------
  Edwyna G. Anderson                         Douglas T. Lake
  Director                                   Director
  
  William M. Bell                            Bert H. Mackie
  -------------------------------            ---------------------------------
  William M. Bell                            Bert H. Mackie
  Director                                   Director
  
  Douglas R. Cummings
  -------------------------------            ---------------------------------
  Douglas R. Cummings                        Douglas Ann Newsom
  Director                                   Director
  
  William L. Ford                            Gary D. Parker
  -------------------------------            ---------------------------------
  William L. Ford                            Gary D. Parker
  Director                                   Director
  
  Howard R. Fricke
  -------------------------------            ---------------------------------
  Howard R. Fricke                           J. D. Scott
  Director                                   Director
  
                                             Stanton L. Young
                                             ---------------------------------
                                             Stanton L. Young
                                             Director
  
  
                                          9
  
  <PAGE>   10
  
  
  
  
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  
                                                                                          PAGE NUMBER OR
  EXHIBIT                                                                                 INCORPORATION BY
  NUMBER            DESCRIPTION                                                           REFERENCE TO
  -------           -----------                                                           ----------------
  
  <S>               <C>                                                                   <C>
  (4)(a)            Article "Fourth" of the Certificate of Incorporation                  Incorporated by reference
                    of ONEOK, Inc. (Preferred Stock and Common Stock)                     from Exhibit 3.1 to
                                                                                          Amendment No. 3 to
                                                                                          Registration Statement on
                                                                                          Form S-4 filed August 31,
                                                                                          1997
  
  
  (4)(b)            Certificate of Designation for Convertible Preferred                  Incorporated by reference
                    stock of WAI, Inc. (Now ONEOK, Inc.) filed November 26, 1997          from Exhibit 3.3 to
                                                                                          Amendment No. 3 to
                                                                                          Registration Statement on
                                                                                          Form S-4 filed August 31,
                                                                                          1997
  
  
  (4)(c)            Certificate of Designation for Series C Participating                 Incorporated by reference
                    Preferred Stock of ONEOK, Inc., filed November 26, 1998               from Exhibit No. 1 to
                                                                                          Form 8-A, filed November
                                                                                          26, 1997
  
  
  (5)               Opinion of Gable & Gotwals                                            11
  
  (23)(a)           Consent of Gable & Gotwals (See Item 5)
  
  (23)(b)           Consent of KPMG LLP                                                   13
  
  (24)              Powers of Attorney (Included on pages 8 and 9)
  
  (99)              ONEOK, Inc. Long-Term Incentive Plan                                  14
  </TABLE>
  
  
                                         10
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27761}]
metadata_filer: {"company-data": {"conformed-name": "ONEOK INC /NEW/", "cik": "0001039684", "assigned-sic": "4923", "irs-number": "731520922", "state-of-incorporation": "OK", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81043", "film-number": "99648742"}, "business-address": {"street1": "100 WEST 5TH ST", "city": "TULSA", "state": "OK", "zip": "74103", "phone": "9185887000"}, "mail-address": {"street1": "100 WEST 5TH ST", "city": "TULSA", "state": "OK", "zip": "74103"}, "former-company": {"former-conformed-name": "WAI INC", "date-changed": "19970519"}}
text: 1
                                                       Registration No. 333-______
  --------------------------------------------------------------------------------
  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1999.
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                 ------------------
  
                        ONEOK, Inc. Long-Term Incentive Plan
  
                                 ------------------
  
                                     ONEOK, INC.
  
                    100 West Fifth Street, Tulsa, Oklahoma 74103
        (Name of the issuer of the equity securities being offered pursuant
                to the Plan and the address of its principal office)
  
            OKLAHOMA                                               73-1520922
  (State or other jurisdiction of                                (IRS Employer
  Incorporation or organization)                               Identification No.)
  
           JIM KNEALE                                           DONALD A. KIHLE
  Vice President, Chief Financial                               Gable & Gotwals
     Officer and Treasurer                                   100 West Fifth Street
           ONEOK, Inc.                                            Suite 1000
     100 West Fifth Street                                   Tulsa, Oklahoma 74103
     Tulsa, Oklahoma 74103                                       (918) 585-8141
        (918) 588-7000
  
           (Name, addresses, and telephone numbers of agents for service)
  
                                 ------------------
  
  Appropriate date of commencement of proposed sale pursuant to the Plan: from
                    time to time after the effective date hereof
  
  --------------------------------------------------------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  
  --------------------------------------------------------------------------------
  Proposed          Proposed
                                                       Maximum           Maximum
                                                       Offering          Aggregate                 Amount of
  Title of Securities        Amount to be              Price             Offering                  Registration
  to be Registered           Registered(1)             Per Unit(2)       Price(3)                  Fee
  
  --------------------------------------------------------------------------------------------------------------
  
  --------------------------------------------------------------------------------------------------------------
  Common stock,
  $0.01 par value            1,445,200                 $ 29.96875        $ 43,310,837              $ 12,040
  
  --------------------------------------------------------------------------------------------------------------
  Exhibits Index on Page 5.
  2
  
  (1)      Represents the estimated maximum amount of common stock of ONEOK, Inc.
           (hereinafter referred to as "Common Stock") which could be acquired
           under the ONEOK, Inc. Long-Term Incentive Plan (hereinafter referred to
           as the "Plan") either directly from ONEOK, Inc. (hereinafter referred
           to as the "Company"), or from purchases in the open market during the
           years of operation of the Plan.
  
  (2)      Based on price of $ 29.96875 per share of the Common Stock, the average
           sales price of the Common Stock published in the Wall Street Journal
           reports of the New York Stock Exchange Composite Transaction for June
           14, 1999.
  
  (3)      Estimated pursuant to Rule 457(c) solely for the purpose of calculating
           the registration fee.
  
                                         2
  3
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  The document(s) containing the information specified in Part I of Form S-8 will
  be sent or given to employees as specified in Rule 428(b)(1). These documents
  (and the documents incorporated by reference pursuant to Item 3 of Part II of
  this Registration Statement) taken together, constitute the prospectus for
  purpose of Section 10(a) of the Securities Act of 1933, as amended.
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
                                       ITEM 3
                       INCORPORATION OF DOCUMENTS BY REFERENCE
  
  The "Company", and the Plan hereby incorporate by reference in this Registration
  Statement the following documents of the Company (SEC File No. 1-2572)
  heretofore filed with the Securities and Exchange Commission:
  
           (1)      Annual Report on Form 10-K of ONEOK, Inc. for the year ended
                    August 31, 1998.
  
           (2)      All other reports filed by ONEOK or the Plan pursuant to
                    Section 13(a) or 15(d) of the Securities Exchange Act of 1934
                    since August 31, 1998. Form 8-K filed September 24, 1998. Form
                    8-K/A filed October 2, 1999. Form 8-K filed October 21, 1998.
                    Form 8-K filed December 16, 1998. Form 8-K filed December 16,
                    1998. Form 10-Q filed January 13, 1999. Form 8-K filed January
                    25, 1999. Form 8-K/A filed January 26, 1999. Form 8-K filed
                    January 25, 1999. Form 8-K filed February 8, 1999. Form 8-K
                    filed February 16, 1999. Form 8-K filed February 23, 1999.
                    Form 8-K filed February 24, 1999. Form 8-K filed February 24,
                    1999. Form 8-K filed February 26, 1999. Form 8-K filed March
                    5, 1999. Form 8-K filed March 19, 1999. Form 10-Q filed April
                    14, 1999. Form 8-K filed April 15, 1999. Form 8-K/A filed
                    April 29, 1999. Form 8-K filed April 19, 1999. Form 8-K filed
                    April 22, 1999. Form 8-K filed April 26, 1999. Form 8-K filed
                    May 3, 1999. Form 8-K filed May 13, 1999.
  
           (3)      ONEOK's Proxy Statement dated December 16, 1998 in connection
                    with its Annual Meeting of Shareholders held January 21, 1999.
  
           (4)      In addition, there is incorporated herein by reference all
                    documents filed subsequent to the date hereof, by the Company
                    and the Plan pursuant to Sections 13(a), 13(c), 14, or 15(d)
                    of the Securities Exchange Act of 1934, as amended, prior to
                    the filing of a post-effective amendment which indicates that
                    all securities have been sold or which deregisters all
                    securities then remaining unsold. Such documents are deemed to
                    be a part hereof from the date of filing of such documents.
  
                                       ITEM 4
                              DESCRIPTION OF SECURITIES
  
  The following is a description of the Company's Common Stock offered.
  
  The holders of the Company's Common Stock are entitled to receive such dividends
  as may be declared by the Board of Directors out of funds legally available
  therefor. Each outstanding share of Common Stock is entitled to full voting
  rights for the election of directors and for all other purposes with one vote
  for each share of Common Stock. In the event of any liquidation, dissolution, or
  winding up of the Company, or any reduction of its capital resulting in any
  distribution of its assets to its stockholders, The holders of Common Stock
  shall be entitled to receive, pro rata, all the remaining assets of the Company
  available for distribution to its stockholders. Each share
  
                                          3
  4
  
  of Common Stock includes an associated right, each right ("Right") entitling the
  holder to purchase one one-hundredth of a share of Series C Participating
  Preferred Stock, par value $0.01 per share of the Company pursuant to a Rights
  Agreement between the Company and a designated rights agent (the "Rights
  Agreement"). The designation of Rights (Exhibit 4(c) hereto) is incorporated
  herein by reference.
  
                                       ITEM 5
                       INTERESTS OF NAMED EXPERTS AND COUNSEL
  
  The legality of the securities which may be purchased under the Plan has been
  passed upon by the firm of Gable & Gotwals, 100 West Fifth Street, Suite 1000,
  Tulsa, Oklahoma 74103, counsel for the Company. The firm of Gable & Gotwals, has
  reviewed the statements made as to matters of law and legal conclusions under
  "Securities to be Offered" and such statements are set forth in the documents
  which form a part of the prospectus in reliance upon its authority as an expert.
  
                                       ITEM 6
                      INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
  Pursuant to Article VIII of the bylaws of ONEOK, Inc. upon authorization and
  determination either (1) by the board of directors by a majority of a quorum is
  not consisting of directors who were not parties to the action, suit, or
  proceeding involved; (2) if such a quorum is not obtainable, or even if
  obtainable and a quorum of disinterested directors so directs, by independent
  counsel in a written opinion; or (3) by the stockholders, the Company is
  obligated to indemnify any person who incurs liability by reason of the fact
  that he is or was a director, officer, employee, or agent of the Company, or is
  or was serving at its request as a director , officer, employee, or agent of
  another corporation, partnership, joint venture, trust or other enterprise, or
  as a member of any committee or similar body, if he acted in good faith and in a
  manner he reasonably believed to be in or not opposed to the best interest of
  the Company, and with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful. However, in an action by
  or in the right of the Company, no indemnification will be made if such person
  shall be adjudged to be liable to the Company, unless such indemnification is
  allowed by a court of competent jurisdiction.
  
  Under insurance obtained by the Company, coverage of Company officers and
  directors against liability for neglect, errors, omission, or breaches of duty
  in their capacities as such is provided for both the Company, to the extent that
  it is obligated to indemnify such officers and directors, and the officers and
  directors themselves. Such coverage is provided in the amount of $75,000,000
  with a retained limit by the Company of $250,000. The insurance companies are
  obligated to pay covered losses in excess of the $250,000 retained limit, up to
  the policies' limits of $75,000,000. Among the policies' exclusions are those
  which exclude coverage for accounting for profits made within the meaning of
  Section 16(b) of the Securities Act of 1934, claims based upon or attributable
  to directors and officers gaining any personal profit or advantage to which such
  individuals are not legally entitled, and for any claims brought about or
  attributable to the dishonesty of an officer or director.
  
  The registrant has been advised that, in the opinion of the Securities and
  Exchange Commission, provisions providing for the indemnification by the
  corporation of its officers, directors, and controlling persons against
  liabilities imposed by the Securities Act of 1933 are against public policy as
  expressed in said Act and are therefore unenforceable. It is recognized that the
  above-summarized provisions of the registrant's bylaws and the applicable
  Oklahoma General Corporation Law may be sufficiently broad to indemnify
  officers, directors, and controlling persons of the registrant against
  liabilities arising under said Act. Therefore, in the event that a claim of
  indemnification against liability under said Act (other than the payment by the
  registrant of expenses incurred or paid by a director, officer, or controlling
  person of the registrant in the successful defense of any action, suit, or
  proceeding) shall be asserted by an officer, director, or controlling person
  under said provisions, the registrant will, unless in the opinion of its counsel
  the question has already been settled by the controlling precedent, submit to a
  court of appropriate jurisdiction the question of whether or not such
  indemnification by it is against public policy as expressed in said Act and will
  be governed by the final adjudication of such issue.
  
                                          4
  5
  
                                       ITEM 8
                                      EXHIBITS
  
  The following exhibits are attached hereto or incorporated by reference herein:
  Page Number or
                                                                                          Incorporation by
                                                                                          Reference to
                                                                                          -----------------
  (4)(a)   Article "Fourth" of the Certificate of Incorporation                   Incorporated by reference
            of ONEOK, Inc. (Preferred Stock and Common Stock)                     from Exhibit 3.1 to
                                                                                  Amendment No. 3 to Registration
                                                                                  Statement on Form S-4 filed
                                                                                  August 31, 1997
  
  (4)(b)   Certificate of Designation for Convertible Preferred                   Incorporated by reference
           stock of WAI, Inc. (Now ONEOK, Inc.) filed November 26, 1997           from Exhibit 3.3 to
                                                                                  Amendment No. 3 to Registration
                                                                                  Statement on Form S-4 filed
                                                                                  August 31, 1997
  
  (4)(c)   Certificate of Designation for Series C Participating                  Incorporated by reference
           Preferred Stock of ONEOK, Inc., filed November 26, 1998                from Exhibit No. 1 to
                                                                                  Form 8-A, filed November 26,
                                                                                  1997
  
  (5)      Opinion of Gable & Gotwals, Inc.                                                 11
  
  (23)(a)  Consent of Gable & Gotwals, Inc.
           (See Item 5)
  
  (23)(b)  Consent of KPMG LLP                                                              13
  
  (24)     Powers of Attorney (Included on pages 8 and 9)
  
  (99)     ONEOK, Inc. Long-Term Incentive Plan                                             14
  5
  6
  
                                       ITEM 9
                                    UNDERTAKINGS
  
  a.       The undersigned registrant hereby undertakes:
  
           (1)      To file, during any period in which offers or sales are being
                    made, a post-effective amendment to this registration
                    statement:
  
                    (a)      To include any prospectus required by Section 10
                             (a)(3) of the Securities Act of 1933;
  
                    (b)      To reflect in the prospectus any facts or events
                             arising after the effective date of the registration
                             statement (or the most recent post-effective
                             amendment thereof) which, individually or in the
                             aggregate, represent a fundamental change in the
                             information set forth in the registration statement;
  
                    (c)      To include any material information with respect to
                             the Plan of distribution not previously disclosed in
                             the registration statement or any material change to
                             such information in the registration statement.
  
           (2)      That, for the purpose of determining any liability under the
                    Securities Act of 1933, each post-effective amendment shall be
                    deemed to be a new registration statement relating to the
                    securities offered therein, and the offering of such
                    securities at the time of shall be deemed to be the initial
                    bona fide offering thereof.
  
           (3)      To remove from registration by means of post-effective
                    amendment any of the securities being registered which remain
                    unsold at the termination of the offering.
  
  b.       The undersigned registrant hereby undertakes that, for purpose of
           determining any liability under the Securities Act of 1933, each filing
           of the registrant's annual report pursuant to Section 13(a) or Section
           15(d) of the Securities Exchange Act of 1934 (and, where applicable,
           each filing of an employee benefit plan's annual report pursuant to
           Section 15(d) of the Securities Exchange Act of 1934) that is
           incorporated by reference in the registration statement shall be deemed
           to be a new registration statement relating to the securities offered
           herein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
  c.       The undersigned registrant hereby undertakes to deliver or cause to be
           delivered with the prospectus to each employee to whom the prospectus
           is sent or given, the latest Annual Report to Shareholders unless such
           employee otherwise has received a copy of such report, in which case
           the registrant shall state in the prospectus that it will promptly
           furnish, without charge, a copy of such report on written request of
           the employee. If the last fiscal year of the registrant has ended
           within 120 days prior to the use of the prospectus, the Annual Report
           of the registrant of the preceding fiscal year may be delivered, but
           within such 120-day period the Annual Report for the last fiscal year
           will be furnished to each such employee.
  
           The undersigned registrant hereby undertakes to transmit or cause to be
           transmitted to all employees participating in the Plan who do not
           otherwise receive such material as stockholders or the registrant, at
           the time and in the manner such material is sent to its stockholders,
           copies of all reports, proxy statements, and other communications
           distributed to its stockholders generally.
  
  d.       Insofar as indemnification for liabilities arising under the Securities
           Act of 1933 may be permitted to directors, officers and controlling
           persons of the registrant pursuant to the foregoing provisions, or
           otherwise, the registrant has been advised that in the opinion of the
           Securities and Exchange Commission such indemnification is against
           public policy as expressed in the Act and is, therefore, unenforceable.
           In
  
                                          6
  7
  
           the event that a claim for indemnification against such liabilities
           (other than the payment by the registrant of expenses incurred or paid
           by a director, officer or controlling person of the registrant in the
           successful defense of any action, suit or proceeding) is asserted by
           such director, officer or controlling person in connection with the
           securities being registered, the registrant will, unless in the opinion
           of its counsel the matter has been settled by controlling precedent,
           submit to a court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the Act
           and will be governed by the final adjudication of such issue.
  
                                          7
  8
  
                                      SIGNATURE
  
  Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8, and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Tulsa and the State of Oklahoma, on the 17th day of
  June, 1999.
  
                                             ONEOK, Inc.
  
                                             By: Larry Brummett
                                                 ---------------------------------
                                                 Larry Brummett, Chairman of the
                                                 Board and Chief Executive
                                                 Officer
  
                                          8
  9
  
                                  POWER OF ATTORNEY
  
  Each person whose individual signature appears below hereby authorizes Larry
  Brummett and Jim Kneale, or either of them, as attorney-in-fact with full power
  of substitution, to execute in the name and on behalf of each person,
  individually and in each capacity stated below, and to file any and all
  amendments to this registration statement, including any and all post-effective
  amendments and all instruments necessary or incidental in connection therewith.
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the undersigned
  certify that to the best of their knowledge and belief, the registrant meets all
  the requirements for filing on Form S-8. This registration statement has been
  signed below by the following persons in the capacities indicated in the City of
  Tulsa and the State of Oklahoma, on this 17th day of June, 1999.
  
  Larry W. Brummett                          Jim Kneale
  -------------------------------            ---------------------------------
  Larry W. Brummett                          Jim Kneale
  Chairman of the Board,                     Vice President,
  Chief Executive                            Chief Financial Officer, and
  Officer, and Director                      Treasurer
  
  David L. Kyle                              Barry D. Epperson
  -------------------------------            ---------------------------------
  David L. Kyle                              Barry D. Epperson
  President, Chief Operating                 Vice President, Controller, and
  Officer, and Director                      Chief Accounting Officer
  
  Edwyna G. Anderson                         Douglas T. Lake
  -------------------------------            ---------------------------------
  Edwyna G. Anderson                         Douglas T. Lake
  Director                                   Director
  
  William M. Bell                            Bert H. Mackie
  -------------------------------            ---------------------------------
  William M. Bell                            Bert H. Mackie
  Director                                   Director
  
  Douglas R. Cummings
  -------------------------------            ---------------------------------
  Douglas R. Cummings                        Douglas Ann Newsom
  Director                                   Director
  
  William L. Ford                            Gary D. Parker
  -------------------------------            ---------------------------------
  William L. Ford                            Gary D. Parker
  Director                                   Director
  
  Howard R. Fricke
  -------------------------------            ---------------------------------
  Howard R. Fricke                           J. D. Scott
  Director                                   Director
  
                                             Stanton L. Young
                                             ---------------------------------
                                             Stanton L. Young
                                             Director
  
                                          9
  10
  
                                    EXHIBIT INDEX
  PAGE NUMBER OR
  EXHIBIT                                                                                 INCORPORATION BY
  NUMBER            DESCRIPTION                                                           REFERENCE TO
  -------           -----------                                                           ----------------
  (4)(a)            Article "Fourth" of the Certificate of Incorporation                  Incorporated by reference
                    of ONEOK, Inc. (Preferred Stock and Common Stock)                     from Exhibit 3.1 to
                                                                                          Amendment No. 3 to
                                                                                          Registration Statement on
                                                                                          Form S-4 filed August 31,
                                                                                          1997
  
  (4)(b)            Certificate of Designation for Convertible Preferred                  Incorporated by reference
                    stock of WAI, Inc. (Now ONEOK, Inc.) filed November 26, 1997          from Exhibit 3.3 to
                                                                                          Amendment No. 3 to
                                                                                          Registration Statement on
                                                                                          Form S-4 filed August 31,
                                                                                          1997
  
  (4)(c)            Certificate of Designation for Series C Participating                 Incorporated by reference
                    Preferred Stock of ONEOK, Inc., filed November 26, 1998               from Exhibit No. 1 to
                                                                                          Form 8-A, filed November
                                                                                          26, 1997
  
  (5)               Opinion of Gable & Gotwals                                            11
  
  (23)(a)           Consent of Gable & Gotwals (See Item 5)
  
  (23)(b)           Consent of KPMG LLP                                                   13
  
  (24)              Powers of Attorney (Included on pages 8 and 9)
  
  (99)              ONEOK, Inc. Long-Term Incentive Plan                                  14
  10