<PAGE>   1
                                                       Registration No. 33-
                                                                           -----
- --------------------------------------------------------------------------------
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MAY 21, 1996
- --------------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933

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

                     ONEOK Inc. Key Employee Stock 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.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
                                                   Proposed               Proposed
                                                   Maximum                Maximum
                                                   Offering               Aggregate           Amount of
Title of Securities  Amount to be                  Price                  Offering            Registration
to be Registered     Registered(1)                 Per Unit(2)            Price(3)            Fee
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
<S>                  <C>                           <C>                    <C>                 <C>
Common stock,
without par value    1,000,000 Shares              $26.375                $26,375,000         $9,095

- -----------------------------------------------------------------------------------------------------------
</TABLE>
Exhibits Index on Page 5.
<PAGE>   2
(1)      Represents the estimated maximum amount of common stock of ONEOK Inc.
         (hereinafter referred to as "Common Stock") which could be contributed
         or acquired under the ONEOK Inc. Key Employee Stock Plan (hereinafter
         referred to as the "Plan") either directly from ONEOK Inc.
         (hereinafter referred to as the "Company"), or from purchases in the
         open market during the years of operation of the Plan.

(2)      Based on price of $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.

(3)      Estimated pursuant to Rule 457(c) solely for the purpose of
         calculating the registration fee.





                                       2
<PAGE>   3
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will
be sent or given 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.


                                     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





                                       3
<PAGE>   4
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. Key Employee Stock Plan                                       Exhibit B 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
                          (b), above, 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 key employee to whom the
         prospectus is sent or given, the latest Annual Report to Shareholders
         unless such key 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 key 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.


<TABLE>
<S>                                                                 <C>
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
</TABLE>





                                       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

                              INDEX TO EXHIBITS


<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. Key Employee Stock Plan                                       Exhibit B to 1995
                                                                                        definitive Proxy
                                                                                        Statement
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR KEY EMPLOYEE STOCK PLAN", "secsgml_size_bytes": 28970}]
{"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": "333-04177", "film-number": "96570548"}, "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"}}
1
                                                       Registration No. 33-
                                                                           -----
- --------------------------------------------------------------------------------
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MAY 21, 1996
- --------------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933

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

                     ONEOK Inc. Key Employee Stock 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     Registered(1)                 Per Unit(2)            Price(3)            Fee
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Common stock,
without par value    1,000,000 Shares              $26.375                $26,375,000         $9,095

- -----------------------------------------------------------------------------------------------------------
Exhibits Index on Page 5.
2
(1)      Represents the estimated maximum amount of common stock of ONEOK Inc.
         (hereinafter referred to as "Common Stock") which could be contributed
         or acquired under the ONEOK Inc. Key Employee Stock Plan (hereinafter
         referred to as the "Plan") either directly from ONEOK Inc.
         (hereinafter referred to as the "Company"), or from purchases in the
         open market during the years of operation of the Plan.

(2)      Based on price of $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.

(3)      Estimated pursuant to Rule 457(c) solely for the purpose of
         calculating the registration fee.

                                       2
3
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will
be sent or given 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.

                                     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

                                       3
4
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. Key Employee Stock Plan                                       Exhibit B 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
                          (b), above, 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 key employee to whom the
         prospectus is sent or given, the latest Annual Report to Shareholders
         unless such key 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 key 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

                              INDEX TO EXHIBITS
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. Key Employee Stock Plan                                       Exhibit B to 1995
                                                                                        definitive Proxy
                                                                                        Statement