<PAGE>

                                                      Registration No. 333-_____
--------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on January 25, 2001
--------------------------------------------------------------------------------

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                  __________

                                  ONEOK, Inc.
            (Exact Name of Registrant as Specified in its charter)

           OKLAHOMA                                       73-1520922
(State or other jurisdiction of                         (IRS Employer
 incorporation or organization)                       Identification No.)

                             100 West Fifth Street
                             Tulsa, Oklahoma 74103
                                (918) 588-7000
    (Address, including Zip Code, and Telephone Number, including Area Code
                 of Registrant's Principal Executive Offices)

        ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors
                           (Full title of the Plan)


                  JIM KNEALE                           JOHN R. BARKER
        Vice President, Chief Financial                Gable & Gotwals
            Officer, and Treasurer            100 West Fifth Street, Suite 1100
             100 West Fifth Street                  Tulsa, Oklahoma  74103
             Tulsa, Oklahoma  74103                     (918) 595-4800
                (918) 588-7000

                  (Names, Addresses, including Zip Code, and
                    Telephone Numbers, including Area Code,
                            of Agents for Service)
                                _______________
<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE

                                                  Proposed Maximum       Proposed Maximum
 Title of Securities       Amount to be          Offering Price Per     Aggregate Offering         Amount of
  to be Registered         Registered (1)            Share (2)               Price (3)           Registration Fee
  ----------------         --------------         ------------------     ------------------      ----------------
<S>                        <C>                     <C>                     <C>                     <C>
Common stock,                 350,000                  $46.31                $16,208,500                $4,052
$0.01 par value
-----------------------------------------------------------------------------------------------------------------
</TABLE>

Exhibits Index on Page 9.

                                       1
<PAGE>

(1)  Represents the estimated maximum amount of common stock of ONEOK, Inc.
     (hereinafter referred to as "Common Stock") which could be acquired under
     the ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors
     (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.  Includes an
     indeterminate number of additional shares that may be issued to the number
     of shares transferred pursuant to the Plan as a result of any future stock
     split, stock dividend or similar adjustment of ONEOK, Inc.'s outstanding
     Common Stock.

(2)  Based on price of $46.31 per share of the Common Stock, the average sales
     price of the Common Stock published in the Wall Street Journal reports of
     the New York Stock Exchange Composite Transaction for January 23, 2001.

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

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
              ----------------------------------------------------

The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to Non-Employee Directors as specified in Rule 428(b)(1).
These documents (and the documents incorporated by reference pursuant to Item 3
of Part II of this Registration Statement) taken together, constitute the
prospectus for purpose of Section 10(a) of the Securities Act of 1933, as
amended.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

The following documents are hereby incorporated into this registration statement
by reference:

(1)  The Company's Annual Report on Form 10-K for the year ended August 31,
     1999.

(2)  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,
     1999, which includes the Company's Reports on Form 10-Q for the quarterly
     period ended November 30, 1999, the transition period from  September 1,
     1999 to December 31, 1999, the quarterly period ended March 31, 2000, the
     quarterly period ended June 30, 2000, and the quarterly period ended
     September 30, 2000; and Current Reports on Form 8-K and 8-K/A dated October
     14, 1999, October 21, 1999, November 8, 1999, December 15, 1999, January 7,
     2000, January 24, 2000, January 27, 2000, February 1, 2000, February 9,
     2000, February 22, 2000, March 21, 2000, March 28, 2000, April 4, 2000,
     April 4, 2000, April 6, 2000, April 26, 2000, May 30, 2000, June 19, 2000,
     July 10, 2000, August 29, 2000, August 29, 2000, November 7, 2000, December
     21, 2000, and January 19, 2001.

(3)  The description of ONEOK, Inc.'s Common Stock, which is contained in a
     registration statement filed on Form S-3, dated May 12, 2000, registration
     number 333-36928, filed with the Commission on May 12, 2000.

(4)  In addition, 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, shall be deemed to
     be incorporated by reference into this registration statement and to be a
     part hereof from the date of filing of such documents.

                                       2
<PAGE>

Item 4.  Description of Securities
         -------------------------

Not Applicable.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

The legality of the securities which may be purchased under the Plan has been
passed upon by the firm of Gable & Gotwals, 100 West Fifth Street, Suite 1100,
Tulsa, Oklahoma 74103-4217, counsel for the Company.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

ONEOK, Inc. (the "Company"), as an Oklahoma corporation, is empowered by section
1031 of the Oklahoma General Corporation Act, subject to the procedures and
limitations stated therein, to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending or
completed action, suit or proceeding in which such person is made or threatened
to be made a party by reason of his being or having been a director, officer,
employee or agent of the Company.  The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any bylaw, agreement, vote of
shareholders, or disinterested directors, or otherwise.  Article VIII of the by-
laws of the Company provides that directors and officers of the Company shall be
indemnified by the Company to the fullest extent permitted by Oklahoma law as
now or hereafter enforced, including the advance of related expenses.  In
addition, indemnification agreements, the form of which has been previously
approved by the shareholders of the Company, have been entered into between the
Company and each of its directors and executive officers.

The certificate of incorporation of the Company provides that a director of the
corporation shall not be personally liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to the
corporation or its shareholders, (ii) acts or omissions not in good faith or
which would involve intentional misconduct or a knowing violation of law, (iii)
payment of unlawful dividends or unlawful stock purchases or redemptions or (iv)
any transaction from which the director derived an improper personal benefit.

Pursuant to Article VIII of the by-laws of the Company, upon authorization and
determination (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 shareholders, 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.

The indemnification agreements referred to above provide that the Company is
obligated to indemnify the specified director or executive officer to the
fullest extent permitted by law.  The agreements provide that, upon request by a
director or executive officer, the Company is obligated to advance expenses for
defense of a claim made against the director or executive officer.  The
obligation of the Company to indemnify the director or executive officer is
subject to applicable law and the determination by a "reviewing party" selected
by the board of directors that the director or executive officer is entitled to
indemnification.  In addition, the agreements obligate the Company to indemnify
the specified executive officer or director to the extent of the Company's
recoveries under insurance policies regardless of whether the director or
executive officer is ultimately determined to be entitled to indemnification.
The agreements also provide for partial indemnification if a portion of a claim
for indemnification is not allowed by the reviewing party appointed by the board
of directors.

                                       3
<PAGE>

Under an insurance policy 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.  Additional coverage is provided to the Company for
claims arising from any such conduct in connection with any purchase or sale of,
or any offer to purchase or sell, securities issued by the Company.  Such
coverage is provided in the amount of $100,000,000, with a retained limit by the
Company of $250,000.  The insurance company is obligated to pay any covered loss
in excess of the $250,000 retained limit and covered defense costs from the
first dollar, up to the policy limit of $100,000,000.  Among the policy
exclusions are those which exclude coverage for accounting for profits made
within the meaning of Section 16(b) of the Securities Exchange 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.

It is recognized that the above-summarized provisions of the Company's by-laws,
the indemnification agreements and the applicable provisions of the Oklahoma
General Corporation Act may be sufficiently broad to indemnify officers,
directors, and controlling persons of the Company against liabilities arising
under such Act.

The Company and Western Resources, Inc. ("WRI") have entered into a Registration
Rights Agreement that provides for indemnification of the Company's directors,
officers, employees and controlling persons, if any, in any offering or sale of
shares of common stock, obtainable upon conversion of the Series A Convertible
Preferred Stock or Series B Convertible Preferred Stock, against any claims
(including amounts paid in settlement), or actions or proceedings in respect
thereof, arising out of or based upon an untrue statement or alleged untrue
statement of a material fact contained in such registration statement or
prospectus contained therein, or any document incorporated by reference therein,
or arising out of or based upon any omission or alleged omission to state
therein a material fact required to be stated or necessary to make the
statements therein not misleading, in each case only to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written information furnished to
the Company by WRI or an agent or underwriter thereof expressly for use therein.

Item 7.  Exemption from Registration Claimed
         -----------------------------------
Not Applicable.

Item 8.  Exhibits
         --------
<TABLE>
<CAPTION>
  Ex. No.                                                 Description
  -------                                                 -----------
<S>          <C>
4(a)         Certificate of Incorporation of the Company, filed May 16, 1997 (incorporated by reference to
             Exhibit 3.1 to the Company's Registration Statement on Form S-4, as amended (Commission File No.
             333-27467)).
4(b)         Certificate of Merger of the Company, filed November 26, 1997 (incorporated by reference to Exhibit
             (1)(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1998).
4(c)         Amended Certificate of Incorporation of the Company, filed January 16, 1998 (incorporated by
             reference to Exhibit (1)(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended May
             31, 1998).
4(d)         By-laws of the Company, as amended (incorporated by reference to Exhibit (3)(d) to the Company's
             Annual Report on Form 10-K for the year ended August 31, 1999).
4(e)         Article "Fourth" of the Certificate of Incorporation of the Company (Preferred Stock and Common
             Stock), Incorporated by reference from Exhibit 3.1 to the Company's Registration Statement on Form
             S-4, as amended (Commission File No. 333-27467)).
</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>
  Ex. No.                                                 Description
  -------                                                 -----------
<S>          <C>

4(f)         Certificate of Designation for Convertible Preferred Stock of the Company filed November 26, 1997
             (Incorporated by reference from Exhibit 3.3 to the Company's Registration Statement on Form S-4, as
             amended (Commission File No. 333-27467)).

4(g)         Certificate of Designation for Series C Participating Preferred Stock of the Company, filed November
             26, 1997 (incorporated by reference to Exhibit 1 to the Company's Form 8-A Registration Statement
             filed with the Commission on November 26, 1997).

4(h)         Form of Common Stock Certificate (incorporated by reference to Exhibit 1 to Form 8-A, filed November
             21, 1997).

4(i)         Rights Agreement, dated November 26, 1997, between the Company and Liberty Bank and Trust Company of
             Oklahoma City, N.A., as Rights Agent (incorporated by reference to Exhibit 2.3 to the Company's
             Registration Statement on Form S-4, as amended (Commission File No. 333-27467)).

4(j)         Shareholder Agreement, dated November 26, 1997, between Western Resources, Inc. and the Company
             (incorporated by reference to Exhibit 2.2 to the Company's Registration Statement on Form S-4, as
             amended (Commission File No. 333-27467)).

4(k)         Form of Registration Rights Agreement, dated November 26, 1997, between Western Resources, Inc. and
             the Company (incorporated by reference to Exhibit 3.4 to the Company's Registration Statement on
             Form S-4, as amended (Commission File No. 333-27467)).

(5)          Opinion of Gable & Gotwals

(23)(a)      Consent of Gable & Gotwals (See Item 5)

(23)(b)      Consent of KPMG LLP

(23)(c)      Consent of PricewaterhouseCoopers LLC

(24)         Powers of Attorney (included on the signature page hereof)

(99)         ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors
</TABLE>
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.

                                       5
<PAGE>

   (2)  That, for the purpose of determining any liability under the Securities
        Act of 1933, each post-effective amendment shall be deemed to be a new
        registration statement relating to the securities offered therein, and
        the offering of such securities at the time of shall be deemed to be the
        initial bona fide offering thereof.

   (3)  To remove from registration by means of post-effective amendment any of
        the securities being registered which remain unsold at the termination
        of the offering.
b. The undersigned registrant hereby undertakes that, for purpose of determining
   any liability under the Securities Act of 1933, each filing of the
   registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
   Securities Exchange Act of 1934 (and, where applicable, each filing of an
   employee benefit plan's annual report pursuant to Section 15(d) of the
   Securities Exchange Act of 1934) that is incorporated by reference in the
   registration statement shall be deemed to be a new registration statement
   relating to the securities offered herein, and the offering of such
   securities at that time shall be deemed to be the initial bona fide offering
   thereof.

c. The undersigned registrant hereby undertakes to deliver or cause to be
   delivered with the prospectus to each employee to whom the prospectus is sent
   or given, the latest Annual Report to Shareholders unless such employee
   otherwise has received a copy of such report, in which case the registrant
   shall state in the prospectus that it will promptly furnish, without charge,
   a copy of such report on written request of the employee. If the last fiscal
   year of the registrant has ended within 120 days prior to the use of the
   prospectus, the Annual Report of the registrant of the preceding fiscal year
   may be delivered, but within such 120-day period the Annual Report for the
   last fiscal year will be furnished to each such employee.

   The undersigned registrant hereby undertakes to transmit or cause to be
   transmitted to all employees participating in the Plan who do not otherwise
   receive such material as stockholders or the registrant, at the time and in
   the manner such material is sent to its stockholders, copies of all reports,
   proxy statements, and other communications distributed to its stockholders
   generally.

d. Insofar as indemnification for liabilities arising under the Securities Act
   of 1933 may be permitted to directors, officers and controlling persons of
   the registrant pursuant to the foregoing provisions, or otherwise, the
   registrant has been advised that in the opinion of the Securities and
   Exchange Commission such indemnification is against public policy as
   expressed in the Act and is, therefore, unenforceable. In 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.

                                       6
<PAGE>

                                   SIGNATURE
                                   ---------

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa and the State of Oklahoma, on the 18th day of
January, 2001.

                                 ONEOK, Inc.


                                 By: /s/ David L. Kyle
                                     ----------------------------------
                                     David L. Kyle,
                                     Chairman of the Board, President and
                                     Chief Executive Officer

                                       7
<PAGE>

                               POWER OF ATTORNEY
                               -----------------

Each person whose individual signature appears below hereby authorizes David L.
Kyle and Jim Kneale, or either of them, as attorney-in-fact with full power of
substitution, to execute in the name and on behalf of each person, individually
and in each capacity stated below, and to file any and all amendments to this
registration statement, including any and all post-effective amendments and all
instruments necessary or incidental in connection therewith.

                                   SIGNATURES
                                   ----------

Pursuant to the requirements of the Securities Act of 1933, the undersigned
certify that to the best of their knowledge and belief, the registrant meets all
the requirements for filing on Form S-8.  This registration statement has been
signed below by the following persons in the capacities indicated in the City of
Tulsa and the State of Oklahoma, on this 18th day of January, 2001.

<TABLE>
<CAPTION>
<S>                                                      <C>
/s/ David L. Kyle                                        /s/ Jim Kneale
-------------------------------------------------------  ---------------------------------------------------------
David L. Kyle                                            Jim Kneale
Chairman of the Board, President,                        Vice President, Chief Financial Officer,
and Chief Executive Officer, and Director                and Treasurer

                                                         /s/ Barry D. Epperson
-------------------------------------------------------  ---------------------------------------------------------
Edwyna G. Anderson                                       Barry D. Epperson
Director                                                 Vice President, Controller, and Chief
                                                         Accounting Officer

/s/ William M. Bell                                      /s/ Bert H. Mackie
-------------------------------------------------------  ---------------------------------------------------------
William M. Bell                                          Bert H. Mackie
Director                                                 Director

/s/ Douglas R. Cummings
-------------------------------------------------------  ---------------------------------------------------------
Douglas R. Cummings                                      Douglas A. Newsom
Director                                                 Director

/s/ William L. Ford                                      /s/ Gary D. Parker
-------------------------------------------------------  ---------------------------------------------------------
William L. Ford                                          Gary D. Parker
Director                                                 Director

                                                         /s/ J.D. Scott
-------------------------------------------------------  ---------------------------------------------------------
Howard R. Fricke                                         J.D. Scott
Director                                                 Director

/s/ Douglas T. Lake
-------------------------------------------------------
Douglas T. Lake
Director
</TABLE>

                                       8
<PAGE>

                                 EXHIBIT INDEX
                                 -------------

<TABLE>
<CAPTION>
  Ex. No.                                                 Description
  -------                                                 -----------
<S>          <C>
4(a)         Certificate of Incorporation of the Company, filed May 16, 1997 (incorporated by reference to
             Exhibit 3.1 to the Company's Registration Statement on Form S-4, as amended (Commission File No.
             333-27467)).

4(b)         Certificate of Merger of the Company, filed November 26, 1997 (incorporated by reference to Exhibit
             (1)(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1998).

4(c)         Amended Certificate of Incorporation of the Company, filed January 16, 1998 (incorporated by
             reference to Exhibit (1)(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended May
             31, 1998).

4(d)         By-laws of the Company, as amended (incorporated by reference to Exhibit (3)(d) to the Company's
             Annual Report on Form 10-K for the year ended August 31, 1999).

4(e)         Article "Fourth" of the Certificate of Incorporation of the Company (Preferred Stock and Common
             Stock), (incorporated by reference from Exhibit 3.1 to the Company's Registration Statement on Form
             S-4, as amended (Commission File No. 333-27467)).

4(f)         Certificate of Designation for Convertible Preferred Stock of the Company filed November 26, 1997
             (Incorporated by reference from Exhibit 3.3 to the Company's Registration Statement on Form S-4, as
             amended (Commission File No. 333-27467)).

4(g)         Certificate of Designation for Series C Participating Preferred Stock of the Company, filed November
             26, 1997 (incorporated by reference to Exhibit 1 to the Company's Form 8-A Registration Statement
             filed with the Commission on November 26, 1997).

4(h)         Form of Common Stock Certificate (incorporated by reference to Exhibit 1 to Form 8-A, filed November
             21, 1997).

4(i)         Rights Agreement, dated November 26, 1997, between the Company and Liberty Bank and Trust Company of
             Oklahoma City, N.A., as Rights Agent (incorporated by reference to Exhibit 2.3 to the Company's
             Registration Statement on Form S-4, as amended (Commission File No. 333-27467)).

4(j)         Shareholder Agreement, dated November 26, 1997, between Western Resources, Inc. and the Company
             (incorporated by reference to Exhibit 2.2 to the Company's Registration Statement on Form S-4, as
             amended (Commission File No. 333-27467)).

4(k)         Form of Registration Rights Agreement, dated November 26, 1997, between Western Resources, Inc. and
             the Company (incorporated by reference to Exhibit 3.4 to the Company's Registration Statement on
             Form S-4, as amended (Commission File No. 333-27467)).

(5)          Opinion of Gable & Gotwals

(23)(a)      Consent of Gable & Gotwals (See Item 5)

(23)(b)      Consent of KPMG LLP

(23)(c)      Consent of PricewaterhouseCoopers LLC

(24)         Powers of Attorney (included on the signature page hereof)
</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>
  Ex. No.                                                 Description
  -------                                                 -----------
<S>          <C>
(99)         ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors
</TABLE>

                                       10
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{"company-data": {"conformed-name": "ONEOK INC /NEW/", "cik": "0001039684", "assigned-sic": "4923", "irs-number": "731520922", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54274", "film-number": "1514918"}, "business-address": {"street1": "100 WEST 5TH ST", "city": "TULSA", "state": "OK", "zip": "74103", "phone": "9185887000"}, "mail-address": {"street1": "100 WEST 5TH ST", "city": "TULSA", "state": "OK", "zip": "74103"}, "former-company": {"former-conformed-name": "WAI INC", "date-changed": "19970519"}}
Registration No. 333-_____
--------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on January 25, 2001
--------------------------------------------------------------------------------

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                  __________

                                  ONEOK, Inc.
            (Exact Name of Registrant as Specified in its charter)

           OKLAHOMA                                       73-1520922
(State or other jurisdiction of                         (IRS Employer
 incorporation or organization)                       Identification No.)

                             100 West Fifth Street
                             Tulsa, Oklahoma 74103
                                (918) 588-7000
    (Address, including Zip Code, and Telephone Number, including Area Code
                 of Registrant's Principal Executive Offices)

        ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors
                           (Full title of the Plan)

                  JIM KNEALE                           JOHN R. BARKER
        Vice President, Chief Financial                Gable & Gotwals
            Officer, and Treasurer            100 West Fifth Street, Suite 1100
             100 West Fifth Street                  Tulsa, Oklahoma  74103
             Tulsa, Oklahoma  74103                     (918) 595-4800
                (918) 588-7000

                  (Names, Addresses, including Zip Code, and
                    Telephone Numbers, including Area Code,
                            of Agents for Service)
                                _______________
CALCULATION OF REGISTRATION FEE

                                                  Proposed Maximum       Proposed Maximum
 Title of Securities       Amount to be          Offering Price Per     Aggregate Offering         Amount of
  to be Registered         Registered (1)            Share (2)               Price (3)           Registration Fee
  ----------------         --------------         ------------------     ------------------      ----------------
Common stock,                 350,000                  $46.31                $16,208,500                $4,052
$0.01 par value
-----------------------------------------------------------------------------------------------------------------
Exhibits Index on Page 9.

                                       1
(1)  Represents the estimated maximum amount of common stock of ONEOK, Inc.
     (hereinafter referred to as "Common Stock") which could be acquired under
     the ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors
     (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.  Includes an
     indeterminate number of additional shares that may be issued to the number
     of shares transferred pursuant to the Plan as a result of any future stock
     split, stock dividend or similar adjustment of ONEOK, Inc.'s outstanding
     Common Stock.

(2)  Based on price of $46.31 per share of the Common Stock, the average sales
     price of the Common Stock published in the Wall Street Journal reports of
     the New York Stock Exchange Composite Transaction for January 23, 2001.

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

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
              ----------------------------------------------------

The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to Non-Employee Directors as specified in Rule 428(b)(1).
These documents (and the documents incorporated by reference pursuant to Item 3
of Part II of this Registration Statement) taken together, constitute the
prospectus for purpose of Section 10(a) of the Securities Act of 1933, as
amended.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

The following documents are hereby incorporated into this registration statement
by reference:

(1)  The Company's Annual Report on Form 10-K for the year ended August 31,
     1999.

(2)  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,
     1999, which includes the Company's Reports on Form 10-Q for the quarterly
     period ended November 30, 1999, the transition period from  September 1,
     1999 to December 31, 1999, the quarterly period ended March 31, 2000, the
     quarterly period ended June 30, 2000, and the quarterly period ended
     September 30, 2000; and Current Reports on Form 8-K and 8-K/A dated October
     14, 1999, October 21, 1999, November 8, 1999, December 15, 1999, January 7,
     2000, January 24, 2000, January 27, 2000, February 1, 2000, February 9,
     2000, February 22, 2000, March 21, 2000, March 28, 2000, April 4, 2000,
     April 4, 2000, April 6, 2000, April 26, 2000, May 30, 2000, June 19, 2000,
     July 10, 2000, August 29, 2000, August 29, 2000, November 7, 2000, December
     21, 2000, and January 19, 2001.

(3)  The description of ONEOK, Inc.'s Common Stock, which is contained in a
     registration statement filed on Form S-3, dated May 12, 2000, registration
     number 333-36928, filed with the Commission on May 12, 2000.

(4)  In addition, 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, shall be deemed to
     be incorporated by reference into this registration statement and to be a
     part hereof from the date of filing of such documents.

                                       2
Item 4.  Description of Securities
         -------------------------

Not Applicable.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

The legality of the securities which may be purchased under the Plan has been
passed upon by the firm of Gable & Gotwals, 100 West Fifth Street, Suite 1100,
Tulsa, Oklahoma 74103-4217, counsel for the Company.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

ONEOK, Inc. (the "Company"), as an Oklahoma corporation, is empowered by section
1031 of the Oklahoma General Corporation Act, subject to the procedures and
limitations stated therein, to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending or
completed action, suit or proceeding in which such person is made or threatened
to be made a party by reason of his being or having been a director, officer,
employee or agent of the Company.  The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any bylaw, agreement, vote of
shareholders, or disinterested directors, or otherwise.  Article VIII of the by-
laws of the Company provides that directors and officers of the Company shall be
indemnified by the Company to the fullest extent permitted by Oklahoma law as
now or hereafter enforced, including the advance of related expenses.  In
addition, indemnification agreements, the form of which has been previously
approved by the shareholders of the Company, have been entered into between the
Company and each of its directors and executive officers.

The certificate of incorporation of the Company provides that a director of the
corporation shall not be personally liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to the
corporation or its shareholders, (ii) acts or omissions not in good faith or
which would involve intentional misconduct or a knowing violation of law, (iii)
payment of unlawful dividends or unlawful stock purchases or redemptions or (iv)
any transaction from which the director derived an improper personal benefit.

Pursuant to Article VIII of the by-laws of the Company, upon authorization and
determination (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 shareholders, 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.

The indemnification agreements referred to above provide that the Company is
obligated to indemnify the specified director or executive officer to the
fullest extent permitted by law.  The agreements provide that, upon request by a
director or executive officer, the Company is obligated to advance expenses for
defense of a claim made against the director or executive officer.  The
obligation of the Company to indemnify the director or executive officer is
subject to applicable law and the determination by a "reviewing party" selected
by the board of directors that the director or executive officer is entitled to
indemnification.  In addition, the agreements obligate the Company to indemnify
the specified executive officer or director to the extent of the Company's
recoveries under insurance policies regardless of whether the director or
executive officer is ultimately determined to be entitled to indemnification.
The agreements also provide for partial indemnification if a portion of a claim
for indemnification is not allowed by the reviewing party appointed by the board
of directors.

                                       3
Under an insurance policy 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.  Additional coverage is provided to the Company for
claims arising from any such conduct in connection with any purchase or sale of,
or any offer to purchase or sell, securities issued by the Company.  Such
coverage is provided in the amount of $100,000,000, with a retained limit by the
Company of $250,000.  The insurance company is obligated to pay any covered loss
in excess of the $250,000 retained limit and covered defense costs from the
first dollar, up to the policy limit of $100,000,000.  Among the policy
exclusions are those which exclude coverage for accounting for profits made
within the meaning of Section 16(b) of the Securities Exchange 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.

It is recognized that the above-summarized provisions of the Company's by-laws,
the indemnification agreements and the applicable provisions of the Oklahoma
General Corporation Act may be sufficiently broad to indemnify officers,
directors, and controlling persons of the Company against liabilities arising
under such Act.

The Company and Western Resources, Inc. ("WRI") have entered into a Registration
Rights Agreement that provides for indemnification of the Company's directors,
officers, employees and controlling persons, if any, in any offering or sale of
shares of common stock, obtainable upon conversion of the Series A Convertible
Preferred Stock or Series B Convertible Preferred Stock, against any claims
(including amounts paid in settlement), or actions or proceedings in respect
thereof, arising out of or based upon an untrue statement or alleged untrue
statement of a material fact contained in such registration statement or
prospectus contained therein, or any document incorporated by reference therein,
or arising out of or based upon any omission or alleged omission to state
therein a material fact required to be stated or necessary to make the
statements therein not misleading, in each case only to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written information furnished to
the Company by WRI or an agent or underwriter thereof expressly for use therein.

Item 7.  Exemption from Registration Claimed
         -----------------------------------
Not Applicable.

Item 8.  Exhibits
         --------
Ex. No.                                                 Description
  -------                                                 -----------
4(a)         Certificate of Incorporation of the Company, filed May 16, 1997 (incorporated by reference to
             Exhibit 3.1 to the Company's Registration Statement on Form S-4, as amended (Commission File No.
             333-27467)).
4(b)         Certificate of Merger of the Company, filed November 26, 1997 (incorporated by reference to Exhibit
             (1)(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1998).
4(c)         Amended Certificate of Incorporation of the Company, filed January 16, 1998 (incorporated by
             reference to Exhibit (1)(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended May
             31, 1998).
4(d)         By-laws of the Company, as amended (incorporated by reference to Exhibit (3)(d) to the Company's
             Annual Report on Form 10-K for the year ended August 31, 1999).
4(e)         Article "Fourth" of the Certificate of Incorporation of the Company (Preferred Stock and Common
             Stock), Incorporated by reference from Exhibit 3.1 to the Company's Registration Statement on Form
             S-4, as amended (Commission File No. 333-27467)).
4
Ex. No.                                                 Description
  -------                                                 -----------
4(f)         Certificate of Designation for Convertible Preferred Stock of the Company filed November 26, 1997
             (Incorporated by reference from Exhibit 3.3 to the Company's Registration Statement on Form S-4, as
             amended (Commission File No. 333-27467)).

4(g)         Certificate of Designation for Series C Participating Preferred Stock of the Company, filed November
             26, 1997 (incorporated by reference to Exhibit 1 to the Company's Form 8-A Registration Statement
             filed with the Commission on November 26, 1997).

4(h)         Form of Common Stock Certificate (incorporated by reference to Exhibit 1 to Form 8-A, filed November
             21, 1997).

4(i)         Rights Agreement, dated November 26, 1997, between the Company and Liberty Bank and Trust Company of
             Oklahoma City, N.A., as Rights Agent (incorporated by reference to Exhibit 2.3 to the Company's
             Registration Statement on Form S-4, as amended (Commission File No. 333-27467)).

4(j)         Shareholder Agreement, dated November 26, 1997, between Western Resources, Inc. and the Company
             (incorporated by reference to Exhibit 2.2 to the Company's Registration Statement on Form S-4, as
             amended (Commission File No. 333-27467)).

4(k)         Form of Registration Rights Agreement, dated November 26, 1997, between Western Resources, Inc. and
             the Company (incorporated by reference to Exhibit 3.4 to the Company's Registration Statement on
             Form S-4, as amended (Commission File No. 333-27467)).

(5)          Opinion of Gable & Gotwals

(23)(a)      Consent of Gable & Gotwals (See Item 5)

(23)(b)      Consent of KPMG LLP

(23)(c)      Consent of PricewaterhouseCoopers LLC

(24)         Powers of Attorney (included on the signature page hereof)

(99)         ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors
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.

                                       5
(2)  That, for the purpose of determining any liability under the Securities
        Act of 1933, each post-effective amendment shall be deemed to be a new
        registration statement relating to the securities offered therein, and
        the offering of such securities at the time of shall be deemed to be the
        initial bona fide offering thereof.

   (3)  To remove from registration by means of post-effective amendment any of
        the securities being registered which remain unsold at the termination
        of the offering.
b. The undersigned registrant hereby undertakes that, for purpose of determining
   any liability under the Securities Act of 1933, each filing of the
   registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
   Securities Exchange Act of 1934 (and, where applicable, each filing of an
   employee benefit plan's annual report pursuant to Section 15(d) of the
   Securities Exchange Act of 1934) that is incorporated by reference in the
   registration statement shall be deemed to be a new registration statement
   relating to the securities offered herein, and the offering of such
   securities at that time shall be deemed to be the initial bona fide offering
   thereof.

c. The undersigned registrant hereby undertakes to deliver or cause to be
   delivered with the prospectus to each employee to whom the prospectus is sent
   or given, the latest Annual Report to Shareholders unless such employee
   otherwise has received a copy of such report, in which case the registrant
   shall state in the prospectus that it will promptly furnish, without charge,
   a copy of such report on written request of the employee. If the last fiscal
   year of the registrant has ended within 120 days prior to the use of the
   prospectus, the Annual Report of the registrant of the preceding fiscal year
   may be delivered, but within such 120-day period the Annual Report for the
   last fiscal year will be furnished to each such employee.

   The undersigned registrant hereby undertakes to transmit or cause to be
   transmitted to all employees participating in the Plan who do not otherwise
   receive such material as stockholders or the registrant, at the time and in
   the manner such material is sent to its stockholders, copies of all reports,
   proxy statements, and other communications distributed to its stockholders
   generally.

d. Insofar as indemnification for liabilities arising under the Securities Act
   of 1933 may be permitted to directors, officers and controlling persons of
   the registrant pursuant to the foregoing provisions, or otherwise, the
   registrant has been advised that in the opinion of the Securities and
   Exchange Commission such indemnification is against public policy as
   expressed in the Act and is, therefore, unenforceable. In 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.

                                       6
SIGNATURE
                                   ---------

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa and the State of Oklahoma, on the 18th day of
January, 2001.

                                 ONEOK, Inc.

                                 By: /s/ David L. Kyle
                                     ----------------------------------
                                     David L. Kyle,
                                     Chairman of the Board, President and
                                     Chief Executive Officer

                                       7
POWER OF ATTORNEY
                               -----------------

Each person whose individual signature appears below hereby authorizes David L.
Kyle and Jim Kneale, or either of them, as attorney-in-fact with full power of
substitution, to execute in the name and on behalf of each person, individually
and in each capacity stated below, and to file any and all amendments to this
registration statement, including any and all post-effective amendments and all
instruments necessary or incidental in connection therewith.

                                   SIGNATURES
                                   ----------

Pursuant to the requirements of the Securities Act of 1933, the undersigned
certify that to the best of their knowledge and belief, the registrant meets all
the requirements for filing on Form S-8.  This registration statement has been
signed below by the following persons in the capacities indicated in the City of
Tulsa and the State of Oklahoma, on this 18th day of January, 2001.
/s/ David L. Kyle                                        /s/ Jim Kneale
-------------------------------------------------------  ---------------------------------------------------------
David L. Kyle                                            Jim Kneale
Chairman of the Board, President,                        Vice President, Chief Financial Officer,
and Chief Executive Officer, and Director                and Treasurer

                                                         /s/ Barry D. Epperson
-------------------------------------------------------  ---------------------------------------------------------
Edwyna G. Anderson                                       Barry D. Epperson
Director                                                 Vice President, Controller, and Chief
                                                         Accounting Officer

/s/ William M. Bell                                      /s/ Bert H. Mackie
-------------------------------------------------------  ---------------------------------------------------------
William M. Bell                                          Bert H. Mackie
Director                                                 Director

/s/ Douglas R. Cummings
-------------------------------------------------------  ---------------------------------------------------------
Douglas R. Cummings                                      Douglas A. Newsom
Director                                                 Director

/s/ William L. Ford                                      /s/ Gary D. Parker
-------------------------------------------------------  ---------------------------------------------------------
William L. Ford                                          Gary D. Parker
Director                                                 Director

                                                         /s/ J.D. Scott
-------------------------------------------------------  ---------------------------------------------------------
Howard R. Fricke                                         J.D. Scott
Director                                                 Director

/s/ Douglas T. Lake
-------------------------------------------------------
Douglas T. Lake
Director
8
EXHIBIT INDEX
                                 -------------
Ex. No.                                                 Description
  -------                                                 -----------
4(a)         Certificate of Incorporation of the Company, filed May 16, 1997 (incorporated by reference to
             Exhibit 3.1 to the Company's Registration Statement on Form S-4, as amended (Commission File No.
             333-27467)).

4(b)         Certificate of Merger of the Company, filed November 26, 1997 (incorporated by reference to Exhibit
             (1)(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1998).

4(c)         Amended Certificate of Incorporation of the Company, filed January 16, 1998 (incorporated by
             reference to Exhibit (1)(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended May
             31, 1998).

4(d)         By-laws of the Company, as amended (incorporated by reference to Exhibit (3)(d) to the Company's
             Annual Report on Form 10-K for the year ended August 31, 1999).

4(e)         Article "Fourth" of the Certificate of Incorporation of the Company (Preferred Stock and Common
             Stock), (incorporated by reference from Exhibit 3.1 to the Company's Registration Statement on Form
             S-4, as amended (Commission File No. 333-27467)).

4(f)         Certificate of Designation for Convertible Preferred Stock of the Company filed November 26, 1997
             (Incorporated by reference from Exhibit 3.3 to the Company's Registration Statement on Form S-4, as
             amended (Commission File No. 333-27467)).

4(g)         Certificate of Designation for Series C Participating Preferred Stock of the Company, filed November
             26, 1997 (incorporated by reference to Exhibit 1 to the Company's Form 8-A Registration Statement
             filed with the Commission on November 26, 1997).

4(h)         Form of Common Stock Certificate (incorporated by reference to Exhibit 1 to Form 8-A, filed November
             21, 1997).

4(i)         Rights Agreement, dated November 26, 1997, between the Company and Liberty Bank and Trust Company of
             Oklahoma City, N.A., as Rights Agent (incorporated by reference to Exhibit 2.3 to the Company's
             Registration Statement on Form S-4, as amended (Commission File No. 333-27467)).

4(j)         Shareholder Agreement, dated November 26, 1997, between Western Resources, Inc. and the Company
             (incorporated by reference to Exhibit 2.2 to the Company's Registration Statement on Form S-4, as
             amended (Commission File No. 333-27467)).

4(k)         Form of Registration Rights Agreement, dated November 26, 1997, between Western Resources, Inc. and
             the Company (incorporated by reference to Exhibit 3.4 to the Company's Registration Statement on
             Form S-4, as amended (Commission File No. 333-27467)).

(5)          Opinion of Gable & Gotwals

(23)(a)      Consent of Gable & Gotwals (See Item 5)

(23)(b)      Consent of KPMG LLP

(23)(c)      Consent of PricewaterhouseCoopers LLC

(24)         Powers of Attorney (included on the signature page hereof)
9
Ex. No.                                                 Description
  -------                                                 -----------
(99)         ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors
10