content: <PAGE>   1
  
  
  
  
  
                                                         Registration No. 33-_____
  ________________________________________________________________________________
  
  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 1996
  ________________________________________________________________________________
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                               ______________________
  
                      ONEOK Inc. Employee Stock Purchase 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)
  
              DELAWARE                                    73-0383100
    (State or other jurisdiction of                     (IRS Employer
    incorporation or organization)                   Identification No.)
  
              J. D. NEAL                                DONALD. A. KIHLE
    Vice President, Chief Financial                  100 West Fifth Street  
        Officer and Treasurer                             Suite 1000
        100 West Fifth Street                         Tulsa, Oklahoma 74103
        Tulsa, Oklahoma 74103                            (918) 585-8141
           (918) 588-7000
  
         (Names, 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,                         
  without par value    350,000 Shares    $26.375         $9,231,250   $3,183
                                        
  ________________________________________________________________________________
                                        
  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 Plan as
           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 ONEOK Inc. Employee Stock Purchase 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.
  
  (3)      Based on price of $26.375 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 May
           15, 1996.
  
  (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 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 purposes
  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:
  
    (a)    The Company's Annual Report on Form 10-K for the year ended August 31,
           1995.
  
    (b)    All other reports filed by the Company or the Plan pursuant to Section
           13(a) or 15(d) of the Securities Exchange Act of 1934 since August 31,
           1995, which includes the Company's Quarterly Reports on Form 10-Q
           dated November 30, 1995, and February 29, 1996; and Current Reports on
           Form 8-K dated April 22, 1996.
  
    (c)    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.
  
  Holders of ONEOK Inc. Common Stock are entitled to (1) vote for each share held
  of record.  Subject to the preferential rights of the holders of the
  Corporation's Preferred Stock and Preference Stock, 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 preference stock purchase right (the Right)
  under the Corporation's Shareholder Rights Plan, (the Rights Plan), which
  entitles the holder of the Right, under certain circumstances specified in the
  Rights Plan, to purchase one one-hundredth (1/100) of a share of Series A
  Participating Preference Stock of the Corporation for each Right.  Of the
  Series A Preference Stock, a total of 200,000 shares have been reserved for
  this purpose.  The designation of the Rights is incorporated by reference into
  this Prospectus.
  
  
  
  
  
                                         3
  <PAGE>   4
  
                                       ITEM 5
                       INTERESTS OF NAMED EXPERTS AND COUNSEL
  
  
  The consolidated financial statements of ONEOK Inc., as of August 31, 1995 and
  1994, and for each of the years in the three-year period ended August 31, 1995,
  have been incorporated by reference herein and in the Registration Statement, 
  in reliance upon the report of KPMG Peat Marwick LLP, independent certified
  public accountants, incorporated by reference herein, and upon the authority of
  said firm as experts in accounting and auditing.
  
  The legality of the securities which may be purchased under the Plan has been
  passed upon by the firm of Arrington Kihle Gaberino & Dunn, Inc., 100 West
  Fifth Street, Suite 1000, Tulsa, Oklahoma 74103, counsel for the Company.  The
  firm of Arrington Kihle Gaberino & Dunn, Inc., 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 the Company, upon authorization and
  determination either (1) by the board of directors by a majority of a quorum
  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 interests 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 contracts obtained by the Company, coverage of Company officers
  and directors against liability for neglect, errors, omissions, 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 a
  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
  Delaware 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 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)         Third Restated Certificate of                                   
                 Incorporation of ONEOK Inc.                    Exhibit (3)(a) to
                                                                Annual Report on 
                                                                Form 10-K dated  
                                                                August 31, 1994. 
                                                                                 
  (4)(b)         Bylaws of ONEOK Inc., as Amended               Exhibit (3)(b) to
                                                                Annual Report  on
                                                                Form 10-K dated  
                                                                August 31, 1994. 
                                                                                 
  (5)            Opinion and consent of                                          
                 Arrington Kihle Gaberino & Dunn, Inc.          11-12            
                                                                                 
  (23)(b)        Independent Auditors' Consent                  13               
                                                                                 
  (24)           Powers of Attorney  (Included on                                
                 pages 8,  9, and 10)                                            
                                                                                 
  (99)           ONEOK Inc. Employee Stock Purchase Plan        Exhibit A to 1995
                                                                definitive Proxy 
                                                                Statement        
  </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.
  
                            Provided, however, that paragraphs a. (1) (a) and a.
                            (1) (b) do not apply if the information required to
                            be included in a post-effective amendment by those
                            paragraphs is contained in periodic reports filed by
                            the registrant pursuant to Section 13 or Section
                            15(d) of the Securities Exchange Act of 1934 that are
                            incorporated by reference 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 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 purposes 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 so 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 of 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 the event that a claim for indemnification against
           such liabilities (other than the payment by the registrant of expenses
           incurred or paid by
  
  
  
  
  
                                         6
  <PAGE>   7
           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 this 16th day of
  May 1996.
  
  
  
                                        ONEOK Inc.
  
  
  
                                        By: LARRY BRUMMETT                 
                                            --------------------------------------
                                            Larry Brummett, Chairman of the
                                            Board, President, and Chief Executive
                                            Officer
  
  
  
  
  
                                         8
  <PAGE>   9
                                 POWER OF ATTORNEY
  
  Each person whose individual signature appears below hereby authorizes Larry
  Brummett, J. D. Neal, and D. P. Baumann, or any of them, as attorneys-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 16th day of May 1996.
  
  
  
  LARRY BRUMMETT                               J.  D. NEAL                  
  - -----------------------------                -----------------------------
  Larry Brummett                               J. D. Neal                        
  Chairman of the Board,                       Vice President,                   
  President, Chief Executive                   Chief Financial Officer, and      
  Officer, and Director                        Treasurer                         
                                                                                 
                                                                                 
  E. G. ANDERSON                               B. H. MACKIE                      
  - -----------------------------                -----------------------------     
  E. G. Anderson                               B. H. Mackie                 
  Director                                     Director
                                                                                 
                                                                                 
  W. M. BELL                                   D. A. NEWSOM                      
  - -----------------------------                -----------------------------     
  W. M. Bell                                   D. A. Newsom                      
  Director                                     Director                          
                                                                                 
                                                                                 
  D. R. CUMMINGS                               G. D. PARKER                      
  - -----------------------------                -----------------------------     
  D. R. Cummings                               G. D. Parker                      
  Director                                     Director                          
                                                                                 
                                                                                 
  W. L. FORD                                   J.D. SCOTT                
  - -----------------------------                ----------------------------- 
  W. L. Ford                                   J. D. Scott                       
  Director                                     Director                          
                                                                                 
                                                                                 
  J. M. GRAVES                                 G. R. WILLIAMS, M.D.              
  - -----------------------------                -----------------------------     
  J. M. Graves                                 G. R. Williams, M.D.              
  Director                                     Director                          
                                                                                 
                                                                                 
  S. J. JATRAS                                 S. L. YOUNG                        
  - -----------------------------                ----------------------------- 
  S. J. Jatras                                 S. L. Young
  Director                                     Director
                                          
                                          
  D. L. KYLE                              
  - -----------------------------           
  D. L. Kyle                              
  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 Executive Compensation Committee, thereunto
  duly authorized, in the City of Tulsa and the State of Oklahoma, on this 16th
  day of May 1996.
  
  
  G. R. WILLIAMS, M.D.              
  - ----------------------------------         
  G. R. Williams, M.D.                       
  Chairman                                   
  Executive Compensation Committee           
                                             
                                             
  D. R. CUMMINGS                             
  - ----------------------------------         
  D. R. Cummings                             
  Member                                     
  Executive Compensation Committee           
                                             
                                             
  W. L. FORD                                 
  - ----------------------------------         
  W. L. Ford                                 
  Member                                     
  Executive Compensation Committee           
                                             
                                             
  J. M. GRAVES                               
  - ----------------------------------         
  J. M. Graves                               
  Member                                     
  Executive Compensation Committee           
                                             
                                             
  G. D. PARKER                               
  - ----------------------------------         
  G. D. Parker                               
  Member                                     
  Executive Compensation Committee
  
  
  
  The 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   
  Exhibit                                                       Incorporation by 
  Number                   Description                          Reference to     
  - --------                 -----------                          ---------------- 
  <S>            <C>                                            <C>              
                                                                                 
  (4)(a)         Third Restated Certificate of                                   
                 Incorporation of ONEOK Inc.                    Exhibit (3)(a) to
                                                                Annual Report on 
                                                                Form 10-K dated  
                                                                August 31, 1994. 
                                                                                 
  (4)(b)         Bylaws of ONEOK Inc., as Amended               Exhibit (3)(b) to
                                                                Annual Report  on
                                                                Form 10-K dated  
                                                                August 31, 1994. 
                                                                                 
  (5)            Opinion and consent of                                          
                 Arrington Kihle Gaberino & Dunn, Inc.          11-12            
                                                                                 
  (23)(b)        Independent Auditors' Consent                  13               
                                                                                 
  (24)           Powers of Attorney  (Included on                                
                 pages 8,  9, and 10)                                            
                                                                                 
  (99)           ONEOK Inc. Employee Stock Purchase Plan        Exhibit A to 1995
                                                                definitive Proxy 
                                                                Statement        
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 30601}]
metadata_filer: {"company-data": {"conformed-name": "ONEOK INC", "cik": "0000074154", "assigned-sic": "4923", "irs-number": "730383100", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04179", "film-number": "96570551"}, "business-address": {"street1": "100 W FIFTH ST", "city": "TULSA", "state": "OK", "zip": "74103", "phone": "9185887000"}, "former-company": {"former-conformed-name": "OKLAHOMA NATURAL GAS CO", "date-changed": "19810111"}}
text: 1
  
                                                         Registration No. 33-_____
  ________________________________________________________________________________
  
  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 1996
  ________________________________________________________________________________
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                               ______________________
  
                      ONEOK Inc. Employee Stock Purchase 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)
  
              DELAWARE                                    73-0383100
    (State or other jurisdiction of                     (IRS Employer
    incorporation or organization)                   Identification No.)
  
              J. D. NEAL                                DONALD. A. KIHLE
    Vice President, Chief Financial                  100 West Fifth Street  
        Officer and Treasurer                             Suite 1000
        100 West Fifth Street                         Tulsa, Oklahoma 74103
        Tulsa, Oklahoma 74103                            (918) 585-8141
           (918) 588-7000
  
         (Names, 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,                         
  without par value    350,000 Shares    $26.375         $9,231,250   $3,183
                                        
  ________________________________________________________________________________
                                        
  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 Plan as
           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 ONEOK Inc. Employee Stock Purchase 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.
  
  (3)      Based on price of $26.375 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 May
           15, 1996.
  
  (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 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 purposes
  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:
  
    (a)    The Company's Annual Report on Form 10-K for the year ended August 31,
           1995.
  
    (b)    All other reports filed by the Company or the Plan pursuant to Section
           13(a) or 15(d) of the Securities Exchange Act of 1934 since August 31,
           1995, which includes the Company's Quarterly Reports on Form 10-Q
           dated November 30, 1995, and February 29, 1996; and Current Reports on
           Form 8-K dated April 22, 1996.
  
    (c)    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.
  
  Holders of ONEOK Inc. Common Stock are entitled to (1) vote for each share held
  of record.  Subject to the preferential rights of the holders of the
  Corporation's Preferred Stock and Preference Stock, 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 preference stock purchase right (the Right)
  under the Corporation's Shareholder Rights Plan, (the Rights Plan), which
  entitles the holder of the Right, under certain circumstances specified in the
  Rights Plan, to purchase one one-hundredth (1/100) of a share of Series A
  Participating Preference Stock of the Corporation for each Right.  Of the
  Series A Preference Stock, a total of 200,000 shares have been reserved for
  this purpose.  The designation of the Rights is incorporated by reference into
  this Prospectus.
  
                                         3
  4
  
                                       ITEM 5
                       INTERESTS OF NAMED EXPERTS AND COUNSEL
  
  The consolidated financial statements of ONEOK Inc., as of August 31, 1995 and
  1994, and for each of the years in the three-year period ended August 31, 1995,
  have been incorporated by reference herein and in the Registration Statement, 
  in reliance upon the report of KPMG Peat Marwick LLP, independent certified
  public accountants, incorporated by reference herein, and upon the authority of
  said firm as experts in accounting and auditing.
  
  The legality of the securities which may be purchased under the Plan has been
  passed upon by the firm of Arrington Kihle Gaberino & Dunn, Inc., 100 West
  Fifth Street, Suite 1000, Tulsa, Oklahoma 74103, counsel for the Company.  The
  firm of Arrington Kihle Gaberino & Dunn, Inc., 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 the Company, upon authorization and
  determination either (1) by the board of directors by a majority of a quorum
  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 interests 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 contracts obtained by the Company, coverage of Company officers
  and directors against liability for neglect, errors, omissions, 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 a
  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
  Delaware 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 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)         Third Restated Certificate of                                   
                 Incorporation of ONEOK Inc.                    Exhibit (3)(a) to
                                                                Annual Report on 
                                                                Form 10-K dated  
                                                                August 31, 1994. 
                                                                                 
  (4)(b)         Bylaws of ONEOK Inc., as Amended               Exhibit (3)(b) to
                                                                Annual Report  on
                                                                Form 10-K dated  
                                                                August 31, 1994. 
                                                                                 
  (5)            Opinion and consent of                                          
                 Arrington Kihle Gaberino & Dunn, Inc.          11-12            
                                                                                 
  (23)(b)        Independent Auditors' Consent                  13               
                                                                                 
  (24)           Powers of Attorney  (Included on                                
                 pages 8,  9, and 10)                                            
                                                                                 
  (99)           ONEOK Inc. Employee Stock Purchase Plan        Exhibit A to 1995
                                                                definitive Proxy 
                                                                Statement
  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.
  
                            Provided, however, that paragraphs a. (1) (a) and a.
                            (1) (b) do not apply if the information required to
                            be included in a post-effective amendment by those
                            paragraphs is contained in periodic reports filed by
                            the registrant pursuant to Section 13 or Section
                            15(d) of the Securities Exchange Act of 1934 that are
                            incorporated by reference 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 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 purposes 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 so 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 of 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 the event that a claim for indemnification against
           such liabilities (other than the payment by the registrant of expenses
           incurred or paid by
  
                                         6
  7
           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 this 16th day of
  May 1996.
  
                                        ONEOK Inc.
  
                                        By: LARRY BRUMMETT                 
                                            --------------------------------------
                                            Larry Brummett, Chairman of the
                                            Board, President, and Chief Executive
                                            Officer
  
                                         8
  9
                                 POWER OF ATTORNEY
  
  Each person whose individual signature appears below hereby authorizes Larry
  Brummett, J. D. Neal, and D. P. Baumann, or any of them, as attorneys-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 16th day of May 1996.
  
  LARRY BRUMMETT                               J.  D. NEAL                  
  - -----------------------------                -----------------------------
  Larry Brummett                               J. D. Neal                        
  Chairman of the Board,                       Vice President,                   
  President, Chief Executive                   Chief Financial Officer, and      
  Officer, and Director                        Treasurer                         
                                                                                 
                                                                                 
  E. G. ANDERSON                               B. H. MACKIE                      
  - -----------------------------                -----------------------------     
  E. G. Anderson                               B. H. Mackie                 
  Director                                     Director
                                                                                 
                                                                                 
  W. M. BELL                                   D. A. NEWSOM                      
  - -----------------------------                -----------------------------     
  W. M. Bell                                   D. A. Newsom                      
  Director                                     Director                          
                                                                                 
                                                                                 
  D. R. CUMMINGS                               G. D. PARKER                      
  - -----------------------------                -----------------------------     
  D. R. Cummings                               G. D. Parker                      
  Director                                     Director                          
                                                                                 
                                                                                 
  W. L. FORD                                   J.D. SCOTT                
  - -----------------------------                ----------------------------- 
  W. L. Ford                                   J. D. Scott                       
  Director                                     Director                          
                                                                                 
                                                                                 
  J. M. GRAVES                                 G. R. WILLIAMS, M.D.              
  - -----------------------------                -----------------------------     
  J. M. Graves                                 G. R. Williams, M.D.              
  Director                                     Director                          
                                                                                 
                                                                                 
  S. J. JATRAS                                 S. L. YOUNG                        
  - -----------------------------                ----------------------------- 
  S. J. Jatras                                 S. L. Young
  Director                                     Director
                                          
                                          
  D. L. KYLE                              
  - -----------------------------           
  D. L. Kyle                              
  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 Executive Compensation Committee, thereunto
  duly authorized, in the City of Tulsa and the State of Oklahoma, on this 16th
  day of May 1996.
  
  G. R. WILLIAMS, M.D.              
  - ----------------------------------         
  G. R. Williams, M.D.                       
  Chairman                                   
  Executive Compensation Committee           
                                             
                                             
  D. R. CUMMINGS                             
  - ----------------------------------         
  D. R. Cummings                             
  Member                                     
  Executive Compensation Committee           
                                             
                                             
  W. L. FORD                                 
  - ----------------------------------         
  W. L. Ford                                 
  Member                                     
  Executive Compensation Committee           
                                             
                                             
  J. M. GRAVES                               
  - ----------------------------------         
  J. M. Graves                               
  Member                                     
  Executive Compensation Committee           
                                             
                                             
  G. D. PARKER                               
  - ----------------------------------         
  G. D. Parker                               
  Member                                     
  Executive Compensation Committee
  
  The 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   
  Exhibit                                                       Incorporation by 
  Number                   Description                          Reference to     
  - --------                 -----------                          ----------------
  (4)(a)         Third Restated Certificate of                                   
                 Incorporation of ONEOK Inc.                    Exhibit (3)(a) to
                                                                Annual Report on 
                                                                Form 10-K dated  
                                                                August 31, 1994. 
                                                                                 
  (4)(b)         Bylaws of ONEOK Inc., as Amended               Exhibit (3)(b) to
                                                                Annual Report  on
                                                                Form 10-K dated  
                                                                August 31, 1994. 
                                                                                 
  (5)            Opinion and consent of                                          
                 Arrington Kihle Gaberino & Dunn, Inc.          11-12            
                                                                                 
  (23)(b)        Independent Auditors' Consent                  13               
                                                                                 
  (24)           Powers of Attorney  (Included on                                
                 pages 8,  9, and 10)                                            
                                                                                 
  (99)           ONEOK Inc. Employee Stock Purchase Plan        Exhibit A to 1995
                                                                definitive Proxy 
                                                                Statement