<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>               <C>             <C>                <C>
                                                                  Reg. No.  333-
===============================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             Registration Statement
                                      under
                     The Securities Act of 1933, as amended

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

                                OGE ENERGY CORP.
               (Exact name of registrant as specified in charter)
         OKLAHOMA                                                73-1481638
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

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

       321 North Harvey, P.O. Box 321, Oklahoma City, Oklahoma 73101-0321
                            Telephone: (405) 553-3000

                    (Address of principal executive offices)

                      OGE ENERGY CORP. STOCK INCENTIVE PLAN
                              (Full title of plan)

         PETER D. CLARKE                     STEVEN E. MOORE
         Gardner, Carton & Douglas           Chairman of the Board and President
         321 North Clark Street              Oklahoma Gas and Electric Company
         Suite 3100                          321 North Harvey Avenue
         Chicago, Illinois  60610            Oklahoma City, Oklahoma  73102
         (312) 245-8685                      (405) 553-3000

                    (Name and address of agents for service)

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------
                                                                   Proposed          Proposed
   Title of each                   Amount          maximum          maximum         Amount of
class of securities                 to be       offering price     aggregate       registration
 being registered               registered(1)    per share(2)   offering price(2)     fee(2)
-----------------------------------------------------------------------------------------------
Common Stock, Par Value
$.01 per share                4,000,000 shs.       $26.4688       $105,855,000       $29,434
Rights to Purchase            2,000,000 rights
 Series A Preferred Stock (3)
-----------------------------------------------------------------------------------------------

     (1) In addition,  pursuant to Rule 416 promulgated under the Securities Act of 1933,  this
registration statement also covers an indeterminate amount of additional securities in order to
adjust the  number of securities  reserved for  issuance pursuant  to the plan as a result of a
stock split, stock dividend or similar transaction affecting the Common stock.

     (2) Estimated  solely for the purpose of  calculating the  amount of the registration fee,
pursuant to  Rule 475(c) and (h), based  upon the  average of the  high and  low prices  of the
Common Stock  reported in the "NYSE-Composite  Transactions" Section of  the Midwest Edition of
the Wall Street Journal for January 25, 1999.

     (3) One-half  of a Right to Purchase  Series A Preferred  Stock automatically  trades with
each share of the Common Stock.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents,  as  filed  with  the  Securities  and  Exchange
Commission, are incorporated herein by reference:
     <S>    <C>
     (i)    the  Registrant's Annual  Report on Form  10-K for  the fiscal  year
            ended December 31, 1997;

     (ii)   the Registrant's  Quarterly  Reports on Form 10-Q  for the  quarters
            ended March 31,  1998, June 30, 1998 and September 30, 1998;

     (iii)  the Registrant's  Current Reports on Form 8-K filed January 1, 1998,
            May 21, 1998,  June 12, 1998,  November  20, 1998  and  December 28,
            1998; and

     (iv)   the  description  of the Registrant's  Common Stock,  including  the
            Rights to  Purchase  Series A  Preferred Stock  which  automatically
            trade at this time with the Common Stock, contained in Exhibit 99.02
            to the Registrant's Annual  Report on Form 10-K for  the fiscal year
            ended December 31, 1996.
</TABLE>
     In addition,  each document  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act")  after  the date  hereof,  and  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which  deregisters all securities then remaining  unsold under
this  registration  statement,  shall be deemed to be  incorporated by reference
herein and to be part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

     The  Registrant's  Common  Stock  is  registered  under  Section  12 of the
Exchange  Act.  The  Registrant  also has Rights to Purchase  Series A Preferred
Stock which are  registered  under  Section 12 of the  Exchange  Act,  and which
automatically trade at this time with the Common Stock.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The  consolidated  financial  statements  and   schedule of the  Registrant
included in the Registrant's Annual Report for the year ended December 31, 1997,
have been audited by Arthur Andersen LLP,  independent  public  accountants,  as
indicated in their report with respect thereto,  and are incorporated  herein by
reference in reliance  upon the authority of said firm as experts in giving said
reports.


                                       1

<PAGE>
<TABLE>
<CAPTION>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Provisions of the Annotated  Oklahoma  Statutes provide that the Registrant
may, and in some circumstances must, indemnify the directors and officers of the
Registrant  against  liabilities  and  expenses  incurred  by any such person by
reason of the fact that such  person  was  serving in such  capacity  subject to
certain  limitations and conditions set forth in the statutes.  The Registrant's
Restated Certificate of Incorporation  contains substantially similar provisions
that require such indemnification.  The Restated Certificate of Incorporation is
filed as Exhibit  3.01 to the  Registrant's  Form 10-K for the Fiscal Year ended
December 31, 1996, File No. 001-12579 and incorporated herein by this reference.
The Registrant's  Restated Certificate of Incorporation also contains provisions
limiting the liability of the Registrant's  directors in certain instances.  The
Registrant has an insurance  policy covering its directors and officers  against
certain personal  liability,  which may include liabilities under the Securities
Act of 1933, as amended (the "Act").

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


ITEM 8. CONSULTANTS AND ADVISORS

     Not applicable.


ITEM 9. EXHIBITS

     <S>   <C>
     4(a)  Restated Certificate of  Incorporation, filed  as Exhibit 3.01 to the
           Registrant's 10-K for the fiscal year ended December 31, 1996,  (File
           Number 001-12579).

     4(b)  By-laws,  filed as  Exhibit 3.02  to the  Registrant's  10-K for  the
           fiscal year ended December 31, 1996, (File Number 001-12579).

     4(c)  Rights Agreement  dated August 7, 1995  between OGE Energy Corp.  and
           ChaseMellon  Shareholder  Services  LLC, as  successor  Rights  Agent
           (filed as Exhibit 4.06 to  the Registrant's Post-Effective  Amendment
           No. 2-A to  Registration Statement  No. 33-61699 and  incorporated by
           reference herein).
</TABLE>
     5.01  Opinion of counsel regarding legality of securities.

     23.01 Consent of Arthur Andersen LLP.

     24.01 Power of attorney.


                                       2

<PAGE>

ITEM 10. UNDERTAKINGS.

A. UPDATING DISCLOSURE

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:

          (i) To include any prospectus required by Section 10(a)(3) of the Act;

          (ii) 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.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration Fee" table in the effective  registration
          statement;

          (iii) 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  (1)(i) and (1)(ii) of this section do
     not apply if the  information  required to be included in a  post-effective
     amendment by those  paragraphs is contained in periodic  reports filed with
     or furnished to the Commission by the registrant  pursuant to section 13 or
     section 15(d) of the Exchange Act that are incorporated by reference in the
     registration statement.

     (2) That, for the purpose of determining  any liability under the Act, each
     such  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 that time shall be deemed to be the initial  bona fide
     offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
     of the securities  being  registered which remain unsold at the termination
     of the offering.


                                       3

<PAGE>

B.   SUBSEQUENT EXCHANGE ACT DOCUMENTS.

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining any liability under the Act, each filing of the Registrant's  Annual
Report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act that is
incorporated by reference in this 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.   INDEMNIFICATION

     Insofar as  indemnification  for  liabilities  arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant  to the  provisions  described  in  Item 6  above,  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 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.


                                       4

<PAGE>


                                   SIGNATURES

THE REGISTRANT
--------------

     Pursuant  to the  requirements  of the  Act,  as  amended,  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 Oklahoma City, and State of  Oklahoma on the 22nd day
of January, 1999.

                                OGE ENERGY CORP.
                                  (Registrant)



                      By:     /s/  A. M. Strecker
                         --------------------------------
                                   A. M. Strecker
                          Executive Vice President and
                             Chief Operating Officer


                                       5

<PAGE>
<TABLE>
<CAPTION>

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.
<S>                     <C>                                <C>
Signatures              Title                              Date

Steven E. Moore         Chairman, President and Chief
                          Executive Officer

/s/ James R. Hatfield   Principal Financial Officer        January 22, 1999
---------------------
James R. Hatfield

/s/ Donald R. Rowlett   Principal Accounting Officer       January 22, 1999
---------------------
Donald R. Rowlett

Herbert H. Champlin     Director

Luke R. Corbett         Director

William E. Durrett      Director

Martha W. Griffin       Director

H.L. Hembree, III       Director

Robert Kelley           Director

Bill Swisher            Director

Ronald H. White, M.D.   Director



By: /s/ A. M. Strecker                                     January 22, 1999
   ------------------------
A. M. Strecker
(Attorney-in-Fact)
</TABLE>

                                       6

<PAGE>
<TABLE>
<CAPTION>


                                  EXHIBIT INDEX

     <S>   <C>
     4(a)  Restated  Certificate of Incorporation,  filed as Exhibit 3.01 to the
           Registrant's 10-K for the fiscal year ended  December 31, 1996, (File
           Number 001-12579).

     4(b)  By-laws,  filed as  Exhibit 3.02 to  the  Registrant's  10-K for  the
           fiscal year ended December 31, 1996, (File Number 001-12579).

     4(c)  Rights Agreement dated  August 7, 1995  between  OGE Energy Corp. and
           ChaseMellon  Shareholder  Services  LLC, as  successor  Rights  Agent
           (filed as  Exhibit 4.06 to the Registrant's  Post-Effective Amendment
           No. 2-A to Registration  Statement No. 33-61699  and incorporated  by
           reference herein).

     5.01  Opinion of counsel regarding legality of securities.

     23.01 Consent of Arthur Andersen LLP.

     24.01 Power of attorney.
</TABLE>


                                       7

<PAGE>
<TABLE>
<CAPTION>
                                                                   EXHIBIT INDEX

EXHIBIT INDEX     DESCRIPTION
-------------     -----------
<S>               <C>
5.01              Opinion of counsel regarding legality of securities.

23.01             Consent of Arthur Andersen LLP.

24.01             Power of attorney

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "OGE ENERGY CORP. SHARES - STOCK INCENTIVE PLAN", "secsgml_size_bytes": 16303}]
{"company-data": {"conformed-name": "OGE ENERGY CORP", "cik": "0001021635", "assigned-sic": "4911", "irs-number": "731481638", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71327", "film-number": "99515343"}, "business-address": {"street1": "321 N HARVEY", "street2": "P O BOX 321", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73101-0321", "phone": "4052723000"}, "mail-address": {"street1": "321 N HARVEY", "street2": "P O BOX 321", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73101"}}
Reg. No.  333-
===============================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             Registration Statement
                                      under
                     The Securities Act of 1933, as amended

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

                                OGE ENERGY CORP.
               (Exact name of registrant as specified in charter)
         OKLAHOMA                                                73-1481638
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

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

       321 North Harvey, P.O. Box 321, Oklahoma City, Oklahoma 73101-0321
                            Telephone: (405) 553-3000

                    (Address of principal executive offices)

                      OGE ENERGY CORP. STOCK INCENTIVE PLAN
                              (Full title of plan)

         PETER D. CLARKE                     STEVEN E. MOORE
         Gardner, Carton & Douglas           Chairman of the Board and President
         321 North Clark Street              Oklahoma Gas and Electric Company
         Suite 3100                          321 North Harvey Avenue
         Chicago, Illinois  60610            Oklahoma City, Oklahoma  73102
         (312) 245-8685                      (405) 553-3000

                    (Name and address of agents for service)

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------
                                                                   Proposed          Proposed
   Title of each                   Amount          maximum          maximum         Amount of
class of securities                 to be       offering price     aggregate       registration
 being registered               registered(1)    per share(2)   offering price(2)     fee(2)
-----------------------------------------------------------------------------------------------
Common Stock, Par Value
$.01 per share                4,000,000 shs.       $26.4688       $105,855,000       $29,434
Rights to Purchase            2,000,000 rights
 Series A Preferred Stock (3)
-----------------------------------------------------------------------------------------------

     (1) In addition,  pursuant to Rule 416 promulgated under the Securities Act of 1933,  this
registration statement also covers an indeterminate amount of additional securities in order to
adjust the  number of securities  reserved for  issuance pursuant  to the plan as a result of a
stock split, stock dividend or similar transaction affecting the Common stock.

     (2) Estimated  solely for the purpose of  calculating the  amount of the registration fee,
pursuant to  Rule 475(c) and (h), based  upon the  average of the  high and  low prices  of the
Common Stock  reported in the "NYSE-Composite  Transactions" Section of  the Midwest Edition of
the Wall Street Journal for January 25, 1999.

     (3) One-half  of a Right to Purchase  Series A Preferred  Stock automatically  trades with
each share of the Common Stock.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents,  as  filed  with  the  Securities  and  Exchange
Commission, are incorporated herein by reference:
(i)    the  Registrant's Annual  Report on Form  10-K for  the fiscal  year
            ended December 31, 1997;

     (ii)   the Registrant's  Quarterly  Reports on Form 10-Q  for the  quarters
            ended March 31,  1998, June 30, 1998 and September 30, 1998;

     (iii)  the Registrant's  Current Reports on Form 8-K filed January 1, 1998,
            May 21, 1998,  June 12, 1998,  November  20, 1998  and  December 28,
            1998; and

     (iv)   the  description  of the Registrant's  Common Stock,  including  the
            Rights to  Purchase  Series A  Preferred Stock  which  automatically
            trade at this time with the Common Stock, contained in Exhibit 99.02
            to the Registrant's Annual  Report on Form 10-K for  the fiscal year
            ended December 31, 1996.
In addition,  each document  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act")  after  the date  hereof,  and  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which  deregisters all securities then remaining  unsold under
this  registration  statement,  shall be deemed to be  incorporated by reference
herein and to be part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

     The  Registrant's  Common  Stock  is  registered  under  Section  12 of the
Exchange  Act.  The  Registrant  also has Rights to Purchase  Series A Preferred
Stock which are  registered  under  Section 12 of the  Exchange  Act,  and which
automatically trade at this time with the Common Stock.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The  consolidated  financial  statements  and   schedule of the  Registrant
included in the Registrant's Annual Report for the year ended December 31, 1997,
have been audited by Arthur Andersen LLP,  independent  public  accountants,  as
indicated in their report with respect thereto,  and are incorporated  herein by
reference in reliance  upon the authority of said firm as experts in giving said
reports.

                                       1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Provisions of the Annotated  Oklahoma  Statutes provide that the Registrant
may, and in some circumstances must, indemnify the directors and officers of the
Registrant  against  liabilities  and  expenses  incurred  by any such person by
reason of the fact that such  person  was  serving in such  capacity  subject to
certain  limitations and conditions set forth in the statutes.  The Registrant's
Restated Certificate of Incorporation  contains substantially similar provisions
that require such indemnification.  The Restated Certificate of Incorporation is
filed as Exhibit  3.01 to the  Registrant's  Form 10-K for the Fiscal Year ended
December 31, 1996, File No. 001-12579 and incorporated herein by this reference.
The Registrant's  Restated Certificate of Incorporation also contains provisions
limiting the liability of the Registrant's  directors in certain instances.  The
Registrant has an insurance  policy covering its directors and officers  against
certain personal  liability,  which may include liabilities under the Securities
Act of 1933, as amended (the "Act").

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. CONSULTANTS AND ADVISORS

     Not applicable.

ITEM 9. EXHIBITS
4(a)  Restated Certificate of  Incorporation, filed  as Exhibit 3.01 to the
           Registrant's 10-K for the fiscal year ended December 31, 1996,  (File
           Number 001-12579).

     4(b)  By-laws,  filed as  Exhibit 3.02  to the  Registrant's  10-K for  the
           fiscal year ended December 31, 1996, (File Number 001-12579).

     4(c)  Rights Agreement  dated August 7, 1995  between OGE Energy Corp.  and
           ChaseMellon  Shareholder  Services  LLC, as  successor  Rights  Agent
           (filed as Exhibit 4.06 to  the Registrant's Post-Effective  Amendment
           No. 2-A to  Registration Statement  No. 33-61699 and  incorporated by
           reference herein).
5.01  Opinion of counsel regarding legality of securities.

     23.01 Consent of Arthur Andersen LLP.

     24.01 Power of attorney.

                                       2
ITEM 10. UNDERTAKINGS.

A. UPDATING DISCLOSURE

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:

          (i) To include any prospectus required by Section 10(a)(3) of the Act;

          (ii) 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.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration Fee" table in the effective  registration
          statement;

          (iii) 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  (1)(i) and (1)(ii) of this section do
     not apply if the  information  required to be included in a  post-effective
     amendment by those  paragraphs is contained in periodic  reports filed with
     or furnished to the Commission by the registrant  pursuant to section 13 or
     section 15(d) of the Exchange Act that are incorporated by reference in the
     registration statement.

     (2) That, for the purpose of determining  any liability under the Act, each
     such  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 that time shall be deemed to be the initial  bona fide
     offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
     of the securities  being  registered which remain unsold at the termination
     of the offering.

                                       3
B.   SUBSEQUENT EXCHANGE ACT DOCUMENTS.

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining any liability under the Act, each filing of the Registrant's  Annual
Report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act that is
incorporated by reference in this 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.   INDEMNIFICATION

     Insofar as  indemnification  for  liabilities  arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant  to the  provisions  described  in  Item 6  above,  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 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.

                                       4
SIGNATURES

THE REGISTRANT
--------------

     Pursuant  to the  requirements  of the  Act,  as  amended,  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 Oklahoma City, and State of  Oklahoma on the 22nd day
of January, 1999.

                                OGE ENERGY CORP.
                                  (Registrant)

                      By:     /s/  A. M. Strecker
                         --------------------------------
                                   A. M. Strecker
                          Executive Vice President and
                             Chief Operating Officer

                                       5
Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.
Signatures              Title                              Date

Steven E. Moore         Chairman, President and Chief
                          Executive Officer

/s/ James R. Hatfield   Principal Financial Officer        January 22, 1999
---------------------
James R. Hatfield

/s/ Donald R. Rowlett   Principal Accounting Officer       January 22, 1999
---------------------
Donald R. Rowlett

Herbert H. Champlin     Director

Luke R. Corbett         Director

William E. Durrett      Director

Martha W. Griffin       Director

H.L. Hembree, III       Director

Robert Kelley           Director

Bill Swisher            Director

Ronald H. White, M.D.   Director

By: /s/ A. M. Strecker                                     January 22, 1999
   ------------------------
A. M. Strecker
(Attorney-in-Fact)
6
EXHIBIT INDEX
4(a)  Restated  Certificate of Incorporation,  filed as Exhibit 3.01 to the
           Registrant's 10-K for the fiscal year ended  December 31, 1996, (File
           Number 001-12579).

     4(b)  By-laws,  filed as  Exhibit 3.02 to  the  Registrant's  10-K for  the
           fiscal year ended December 31, 1996, (File Number 001-12579).

     4(c)  Rights Agreement dated  August 7, 1995  between  OGE Energy Corp. and
           ChaseMellon  Shareholder  Services  LLC, as  successor  Rights  Agent
           (filed as  Exhibit 4.06 to the Registrant's  Post-Effective Amendment
           No. 2-A to Registration  Statement No. 33-61699  and incorporated  by
           reference herein).

     5.01  Opinion of counsel regarding legality of securities.

     23.01 Consent of Arthur Andersen LLP.

     24.01 Power of attorney.
7
EXHIBIT INDEX

EXHIBIT INDEX     DESCRIPTION
-------------     -----------
5.01              Opinion of counsel regarding legality of securities.

23.01             Consent of Arthur Andersen LLP.

24.01             Power of attorney