content: <PAGE>   1
  
                                                      Registration No. 333-  ____
  --------------------------------------------------------------------------------
  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 1997.
  --------------------------------------------------------------------------------
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC  20549
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                --------------------
  
              Thrift Plan for Employees of ONEOK Inc. and Subsidiaries
  
                                --------------------
  
                                     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.)
  
                  J.D. NEAL                          DONALD A. KIHLE
       Vice President, Chief Financial   Gable Gotwals Mock Schwabe Kihle Gaberino
             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(1)       Registered(2)            Per Unit (3)     Price (4)                 Fee
  ----------------------------------------------------------------------------------------------------------
  
  ----------------------------------------------------------------------------------------------------------
  <S>                       <C>                      <C>              <C>                       <C>
  Common stock with
  $0.01 par value          $3,000,000                  $ 36.656         $ 109,968,000             $ 37,920
  ----------------------------------------------------------------------------------------------------------
  </TABLE>
  
  Exhibits Index on Page 5.
  <PAGE>   2
  
  (1)      In addition, pursuant to Rule 416(c) under the Securities Act of
           1933, this Registration Statement also covers an indeterminate amount
           of interests in the Plan to be offered or sold pursuant to the employee
           benefit plan described herein.
          
  (2)      Represents the estimated maximum amount of common stock of ONEOK, Inc.
           (hereinafter referred to as "Common Stock") which could be contributed
           or acquired under the Thrift Plan for Employees of ONEOK Inc. and
           Subsidiaries  (hereinafter referred to as the "Plan") either directly
           from ONEOK, Inc. (herein after referred to as the "Company"), or from
           purchases in the open market during the years of operation of the Plan.
  
  (3)      Based on price of $ 36.656 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 Transactions for
           November 25, 1997.
  
  (4)      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. (predecessor by
                   merger to the Company, herein after referred to as "Old
                   ONEOK") for the year ended August 31, 1997.
  
           (2)     Form 8-K reporting the consummation of the merger of ONEOK
                   Inc. with and into WAI filed November 26, 1997.
  
           (3)     Old ONEOK's Proxy Statement dated August 6, 1997 in connection
                   with its Special Meeting of Shareholders held September 25,
                   1997.
  
           (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 securities offered.
  
  Holders of ONEOK, Inc. Common Stock are entitled to (1) vote for each share
  held of record.  The holders of Common Stock are entitled to receive any
  dividends that may be declared by the Corporation's Board of Directors from
  funds legally available therefor and to share pro rata in the net assets of the
  Corporation upon liquidation.  Holders of Common Stock have no preemptive
  rights and no rights to convert their Common Stock into any other securities of
  the Corporation.  All outstanding shares of Common Stock are fully paid and are
  not subject to calls or assessments.  Each share of Common Stock includes an
  associated right, each right (the Right) entitling the holder to purchase one
  one-hundredth (1/100) of a share of Series C Participating Preference 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.
  
  
  
  
  
                                         3
  <PAGE>   4
                                       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 Mock  Schwabe Kihle Gaberino, 100 West
  Fifth Street, Suite 1000, Tulsa, Oklahoma 74103, counsel for the Company.  The
  firm of  Gable Gotwals Mock  Schwabe Kihle Gaberino, 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>                                                  <C>
  
  (4)(a)   Certificate of  Incorporation                  
           ONEOK, Inc.                                       Exhibit (3.1) to Form
                                                             S-4 Registration
                                                             Statement No.
                                                             333-27467
                                                          
  (4)(b)   Bylaws of ONEOK, Inc., as Amended                 Exhibit (3.2) to Form
                                                             S-4 Registration
                                                             Statement No.
                                                             333-27467
                                                          
  (4)(c)   Certificate of Description,                       Exhibit A to Exhibit (3.4)
           Preference of Rights of Series C                  To Form S-4 Registration
           Participating Preferred Stock of                  Statement No. 333-27467
           the Corporation                                
                                                          
  (5)      Opinion of Gable Gotwals Mock Schwabe          
           Kihle Gaberino                                 
                                                          
  (23)(a)  Consent of Gable Gotwals Mock Schwabe          
           Kihle Gaberino (See Item 5)                    
                                                          
  (23)(b)  Independent Auditors' Consent                  
                                                          
  (23)(c)  Independent Auditors' Consent                  
                                                          
  (24)     Powers of Attorney (Included on pages 8,       
           9, and 10)                                     
                                                          
  (99)     Thrift Plan for Employees of ONEOK, Inc.          12 - 138
           and Subsidiaries, as Amended and Restated      
           January 10, 1997.                              
  </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 26th day of
  November, 1997.
  
  
                                    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 J. D. Neal, 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 26th day of November, 1997.
  
  
  LARRY BRUMMETT                           J. D. NEAL                           
  -----------------------------------      ------------------------------------
  Larry Brummett                           J. D. Neal
  Chairman of the Board,                   Vice President,
  Chief Executive                          Chief Financial Officer, and
  Officer, and Director                    Treasurer
                                        
  E. G. ANDERSON                           STEVEN L. KITCHEN        
  -----------------------------------      ------------------------------------
  E. G. Anderson                           Steven L. Kitchen
  Director                                 Director
                                        
  W. M. BELL                               D. L. KYLE                          
  -----------------------------------      ------------------------------------
  W. M. Bell                               D. L. Kyle
  Director                                 Director
                                        
  D. R. CUMMINGS                           B. H. MACKIE                     
  -----------------------------------      ------------------------------------
  D. R. Cummings                           B. H. Mackie
  Director                                 Director
                                        
  W. L. FORD                               D. A. NEWSOM                  
  -----------------------------------      ------------------------------------
  W. L. Ford                               D. A. Newsom
  Director                                 Director
                                        
  HOWARD R. FRICKE                         G. D. PARKER                    
  -----------------------------------      ------------------------------------
  Howard R. Fricke                         G. D. Parker
  Director                                 Director
                                        
  J. M. GRAVES                             J. D. SCOTT                        
  -----------------------------------      ------------------------------------
  J. M. Graves                             J. D. Scott
  Director                                 Director
                                        
  S. J. JATRAS                             S. L. YOUNG                       
  -----------------------------------      ------------------------------------
  S. J. Jatras                             S. L. Young
  Director                                 Director
                                      
  
  
  
  
                                         9
  <PAGE>   10
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Plan has caused
  this registration statement to be signed on its behalf by the undersigned in
  their capacity as members of the registrant's Thrift Plan Committee, the
  administrator of the Plan, duly authorized, in the City of  Tulsa and the State
  of Oklahoma, on this 26th day of November, 1997.
  
                            THRIFT PLAN FOR EMPLOYEES OF
                            ONEOK INC. AND SUBSIDIARIES
  
  
  
  LARRY W. BRUMMETT                 
  -----------------------------------   
  Larry W. Brummett, Chairman
  
  
  DAVID L. KYLE                     
  -----------------------------------   
  David L. Kyle, Member
  
  
  BARRY D. EPPERSON                 
  -----------------------------------   
  Barry D. Epperson, Member
  
  
  JAMES C. KNEALE                   
  -----------------------------------   
  James C. Kneale, Member
  
  
  JERRY D. NEAL                     
  -----------------------------------   
  Jerry D. Neal, Member
  
  
  DEBORAH B. BARNES                 
  -----------------------------------   
  Deborah B. Barnes, Secretary
  
  
  LEROY F. FORE                     
  -----------------------------------   
  LeRoy F. Fore, Authorized
  Representative and Fiduciary
  
  
  
  This Plan does not have any officers or directors or persons performing similar
  functions other than the committee members whose signatures appear above.
  
  
  
  
  
                                         10
  <PAGE>   11
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>                                                  Page Number or
                                                             Incorporation
  Exhibit                   Description                      by Reference to
  -------                   -----------                      ---------------
  <S>      <C>                                               <C>
  
  (4)(a)   Certificate of  Incorporation                  
           ONEOK, Inc.                                       Exhibit (3.1) to Form
                                                             S-4 Registration
                                                             Statement No.
                                                             333-27467
                                                          
  (4)(b)   Bylaws of ONEOK, Inc., as Amended                 Exhibit (3.2) to Form
                                                             S-4 Registration
                                                             Statement No.
                                                             333-27467
                                                          
  (4)(c)   Certificate of Description,                       Exhibit A to Exhibit (3.4)
           Preference of Rights of Series C                  To Form S-4 Registration
           Participating Preferred Stock of                  Statement No. 333-27467
           the Corporation                                
                                                          
  (5)      Opinion of Gable Gotwals Mock Schwabe          
           Kihle Gaberino                                 
                                                          
  (23)(a)  Consent of Gable Gotwals Mock Schwabe          
           Kihle Gaberino (See Item 5)                    
                                                          
  (23)(b)  Independent Auditors' Consent                  
                                                          
  (23)(c)  Independent Auditors' Consent                  
                                                          
  (24)     Powers of Attorney (Included on pages 8,       
           9, and 10)                                     
                                                          
  (99)     Thrift Plan for Employees of ONEOK, Inc.          12 - 138
           and Subsidiaries, as Amended and Restated      
           January 10, 1997.                              
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR 11/28/97", "secsgml_size_bytes": 28616}]
metadata_filer: {"company-data": {"conformed-name": "WAI INC", "cik": "0001039684", "assigned-sic": "4923", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41267", "film-number": "97730192"}, "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 NOVEMBER 28, 1997.
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC  20549
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                --------------------
  
              Thrift Plan for Employees of ONEOK Inc. and Subsidiaries
  
                                --------------------
  
                                     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.)
  
                  J.D. NEAL                          DONALD A. KIHLE
       Vice President, Chief Financial   Gable Gotwals Mock Schwabe Kihle Gaberino
             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(1)       Registered(2)            Per Unit (3)     Price (4)                 Fee
  ----------------------------------------------------------------------------------------------------------
  
  ----------------------------------------------------------------------------------------------------------
  Common stock with
  $0.01 par value          $3,000,000                  $ 36.656         $ 109,968,000             $ 37,920
  ----------------------------------------------------------------------------------------------------------
  Exhibits Index on Page 5.
  2
  
  (1)      In addition, pursuant to Rule 416(c) under the Securities Act of
           1933, this Registration Statement also covers an indeterminate amount
           of interests in the Plan to be offered or sold pursuant to the employee
           benefit plan described herein.
          
  (2)      Represents the estimated maximum amount of common stock of ONEOK, Inc.
           (hereinafter referred to as "Common Stock") which could be contributed
           or acquired under the Thrift Plan for Employees of ONEOK Inc. and
           Subsidiaries  (hereinafter referred to as the "Plan") either directly
           from ONEOK, Inc. (herein after referred to as the "Company"), or from
           purchases in the open market during the years of operation of the Plan.
  
  (3)      Based on price of $ 36.656 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 Transactions for
           November 25, 1997.
  
  (4)      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. (predecessor by
                   merger to the Company, herein after referred to as "Old
                   ONEOK") for the year ended August 31, 1997.
  
           (2)     Form 8-K reporting the consummation of the merger of ONEOK
                   Inc. with and into WAI filed November 26, 1997.
  
           (3)     Old ONEOK's Proxy Statement dated August 6, 1997 in connection
                   with its Special Meeting of Shareholders held September 25,
                   1997.
  
           (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 securities offered.
  
  Holders of ONEOK, Inc. Common Stock are entitled to (1) vote for each share
  held of record.  The holders of Common Stock are entitled to receive any
  dividends that may be declared by the Corporation's Board of Directors from
  funds legally available therefor and to share pro rata in the net assets of the
  Corporation upon liquidation.  Holders of Common Stock have no preemptive
  rights and no rights to convert their Common Stock into any other securities of
  the Corporation.  All outstanding shares of Common Stock are fully paid and are
  not subject to calls or assessments.  Each share of Common Stock includes an
  associated right, each right (the Right) entitling the holder to purchase one
  one-hundredth (1/100) of a share of Series C Participating Preference 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.
  
                                         3
  4
                                       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 Mock  Schwabe Kihle Gaberino, 100 West
  Fifth Street, Suite 1000, Tulsa, Oklahoma 74103, counsel for the Company.  The
  firm of  Gable Gotwals Mock  Schwabe Kihle Gaberino, 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)   Certificate of  Incorporation                  
           ONEOK, Inc.                                       Exhibit (3.1) to Form
                                                             S-4 Registration
                                                             Statement No.
                                                             333-27467
                                                          
  (4)(b)   Bylaws of ONEOK, Inc., as Amended                 Exhibit (3.2) to Form
                                                             S-4 Registration
                                                             Statement No.
                                                             333-27467
                                                          
  (4)(c)   Certificate of Description,                       Exhibit A to Exhibit (3.4)
           Preference of Rights of Series C                  To Form S-4 Registration
           Participating Preferred Stock of                  Statement No. 333-27467
           the Corporation                                
                                                          
  (5)      Opinion of Gable Gotwals Mock Schwabe          
           Kihle Gaberino                                 
                                                          
  (23)(a)  Consent of Gable Gotwals Mock Schwabe          
           Kihle Gaberino (See Item 5)                    
                                                          
  (23)(b)  Independent Auditors' Consent                  
                                                          
  (23)(c)  Independent Auditors' Consent                  
                                                          
  (24)     Powers of Attorney (Included on pages 8,       
           9, and 10)                                     
                                                          
  (99)     Thrift Plan for Employees of ONEOK, Inc.          12 - 138
           and Subsidiaries, as Amended and Restated      
           January 10, 1997.
  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 26th day of
  November, 1997.
  
                                    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 J. D. Neal, 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 26th day of November, 1997.
  
  LARRY BRUMMETT                           J. D. NEAL                           
  -----------------------------------      ------------------------------------
  Larry Brummett                           J. D. Neal
  Chairman of the Board,                   Vice President,
  Chief Executive                          Chief Financial Officer, and
  Officer, and Director                    Treasurer
                                        
  E. G. ANDERSON                           STEVEN L. KITCHEN        
  -----------------------------------      ------------------------------------
  E. G. Anderson                           Steven L. Kitchen
  Director                                 Director
                                        
  W. M. BELL                               D. L. KYLE                          
  -----------------------------------      ------------------------------------
  W. M. Bell                               D. L. Kyle
  Director                                 Director
                                        
  D. R. CUMMINGS                           B. H. MACKIE                     
  -----------------------------------      ------------------------------------
  D. R. Cummings                           B. H. Mackie
  Director                                 Director
                                        
  W. L. FORD                               D. A. NEWSOM                  
  -----------------------------------      ------------------------------------
  W. L. Ford                               D. A. Newsom
  Director                                 Director
                                        
  HOWARD R. FRICKE                         G. D. PARKER                    
  -----------------------------------      ------------------------------------
  Howard R. Fricke                         G. D. Parker
  Director                                 Director
                                        
  J. M. GRAVES                             J. D. SCOTT                        
  -----------------------------------      ------------------------------------
  J. M. Graves                             J. D. Scott
  Director                                 Director
                                        
  S. J. JATRAS                             S. L. YOUNG                       
  -----------------------------------      ------------------------------------
  S. J. Jatras                             S. L. Young
  Director                                 Director
                                      
  
                                         9
  10
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Plan has caused
  this registration statement to be signed on its behalf by the undersigned in
  their capacity as members of the registrant's Thrift Plan Committee, the
  administrator of the Plan, duly authorized, in the City of  Tulsa and the State
  of Oklahoma, on this 26th day of November, 1997.
  
                            THRIFT PLAN FOR EMPLOYEES OF
                            ONEOK INC. AND SUBSIDIARIES
  
  LARRY W. BRUMMETT                 
  -----------------------------------   
  Larry W. Brummett, Chairman
  
  DAVID L. KYLE                     
  -----------------------------------   
  David L. Kyle, Member
  
  BARRY D. EPPERSON                 
  -----------------------------------   
  Barry D. Epperson, Member
  
  JAMES C. KNEALE                   
  -----------------------------------   
  James C. Kneale, Member
  
  JERRY D. NEAL                     
  -----------------------------------   
  Jerry D. Neal, Member
  
  DEBORAH B. BARNES                 
  -----------------------------------   
  Deborah B. Barnes, Secretary
  
  LEROY F. FORE                     
  -----------------------------------   
  LeRoy F. Fore, Authorized
  Representative and Fiduciary
  
  This Plan does not have any officers or directors or persons performing similar
  functions other than the committee members whose signatures appear above.
  
                                         10
  11
                                   EXHIBIT INDEX
  Page Number or
                                                             Incorporation
  Exhibit                   Description                      by Reference to
  -------                   -----------                      ---------------
  (4)(a)   Certificate of  Incorporation                  
           ONEOK, Inc.                                       Exhibit (3.1) to Form
                                                             S-4 Registration
                                                             Statement No.
                                                             333-27467
                                                          
  (4)(b)   Bylaws of ONEOK, Inc., as Amended                 Exhibit (3.2) to Form
                                                             S-4 Registration
                                                             Statement No.
                                                             333-27467
                                                          
  (4)(c)   Certificate of Description,                       Exhibit A to Exhibit (3.4)
           Preference of Rights of Series C                  To Form S-4 Registration
           Participating Preferred Stock of                  Statement No. 333-27467
           the Corporation                                
                                                          
  (5)      Opinion of Gable Gotwals Mock Schwabe          
           Kihle Gaberino                                 
                                                          
  (23)(a)  Consent of Gable Gotwals Mock Schwabe          
           Kihle Gaberino (See Item 5)                    
                                                          
  (23)(b)  Independent Auditors' Consent                  
                                                          
  (23)(c)  Independent Auditors' Consent                  
                                                          
  (24)     Powers of Attorney (Included on pages 8,       
           9, and 10)                                     
                                                          
  (99)     Thrift Plan for Employees of ONEOK, Inc.          12 - 138
           and Subsidiaries, as Amended and Restated      
           January 10, 1997.