SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* KYLE DAVID L (Last) (First) (Middle) ONEOK INC 100 WEST FIFTH STREET (Street) TULSA OK 74103 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ONEOK INC /NEW/ [ OKE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) X Other (specify below) Chairman of the Board & Chairman of the Board &
	3. Date of Earliest Transaction (Month/Day/Year) 01/19/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.0.01(1)								72,127	D
Common Stock, par value $.0.01								143,721	I	Restricted(2)
Common Stock, par value $.0.01								69,833	I	by Thrift Plan(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Units	(4)	01/15/2004		A		41,332		(4)	01/15/2007	Common Stock, par value $.0.01	41,332	$0	41,332	D
Restricted Stock Incentive Units	(5)	01/15/2004		A		41,332		(5)	01/15/2007	Common Stock, par value $.0.01	41,332	$0	41,332	D
Non-Qualified Stock Option (right to buy)	$14.58							10/21/2000(6)	10/21/2009	Common Stock, par value $.0.01	8,900		8,900	D
Non-Qualified Stock Option (right to buy)	$16.88							(7)	02/20/2013	Common Stock, par value $.0.01	50,000		50,000	D
Non-Qualified Stock Option (right to buy)	$17.045							01/17/2003(8)	01/17/2012	Common Stock, par value $.0.01	71,250		71,250	D
Non-Qualified Stock Option (right to buy)	$17.88							01/27/1999	11/16/2005	Common Stock, par value $.0.01	11,838		11,838	D
Non-Qualified Stock Option (right to buy)	$20.78							12/06/2003(9)	11/16/2005	Common Stock, par value $.0.01	2,355		2,355	D
Non-Qualified Stock Option (right to buy)	$20.78							12/06/2003(9)	10/10/2006	Common Stock, par value $.0.01	10,344		10,344	D
Non-Qualified Stock Option (right to buy)	$20.78							12/06/2003(9)	10/15/2008	Common Stock, par value $.0.01	20,592		20,592	D
Non-Qualified Stock Option (right to buy)	$20.78							12/06/2003(9)	10/21/2009	Common Stock, par value $.0.01	6,243		6,243	D
Non-Qualified Stock Option (right to buy)	$20.78							12/06/2003(9)	01/17/2012	Common Stock, par value $.0.01	19,481		19,481	D
Non-Qualified Stock Option (right to buy)	$20.885							(9)	10/16/2007	Common Stock, par value $.0.01	9,542		9,542	D
Non-Qualified Stock Option (right to buy)	$20.885							(9)	10/15/2008	Common Stock, par value $.0.01	14,923		14,923	D
Non-Qualified Stock Option (right to buy)	$20.885							(9)	10/21/2009	Common Stock, par value $.0.01	6,212		6,212	D
Non-Qualified Stock Option (right to buy)	$21.23							(9)	10/16/2007	Common Stock, par value $.0.01	17,320		17,320	D
Non-Qualified Stock Option (right to buy)	$21.23							(9)	10/21/2009	Common Stock, par value $.0.01	6,110		6,110	D
Non-Qualified Stock Option (right to buy)	$22.31							(10)	01/18/2011	Common Stock, par value $.0.01	80,000		80,000	D
Performance Shares	(11)							(11)	(11)	Common Stock, par value $.0.01	50,000		50,000	D

Explanation of Responses:

1. In addition to the common stock reflected in Column 5, the reporting person owns 140,044 shares of ONEOK restricted common stock and 68,467 shares of ONEOK common stock held for his account by the ONEOK Thrift Plan.

2. Restricted stock awarded under the Issuer's Long-Term Incentive Plan. Restricted stock awards vest in full 36 months from the date of grant or the participant is vested as to the number of whole months that have elapsed during the restricted period at the date of the participant's retirement, disability or death.

3. Held by the Trustee of the Thrift Plan for Employees of ONEOK, Inc. and Subsidiaries.

4. Performance share units awarded under the Issuer's Long-Term Incentive Plan. The award vests on January 15, 2007, for a percentage (0% to 200%) of the performance shares awarded upon the Company's total stockholder return compared to total stockholder return of a selected peer group. Performance share units are payable one third in cash and two thirds in shares of the Issuer's common stock. The amount set forth in Column 5 represents the 2/3 portion of the grant payable in shares of the Issuer's common stock.

5. Restricted stock incentive units awarded under the Issuer's Long-Term Incentive Plan. The award vests on January 15, 2007, and is payable one third in cash and two thirds in shares of the Issuer's common stock. The amount set forth in Column 5 represents the 2/3 portion of the grant payable in shares of the Issuer's common stock.

6. This option vests in four equal annual installments beginning on October 21, 2000.

7. Annual option grant under the Issuer's Long-Term Incentive Plan. This option vests in three equal annual installments beginning 02/20/04.

8. Annual option grant under the Issuer's Long-Term Incentive Plan. This option vests in four equal annual installments beginning 01/17/03.

9. This is a reload option having the same terms as the original option and exercisable in six months from the date of grant.

10. Annual option grant under the Issuer's Long-Term Incentive Plan. This option vests in four equal annual installments beginning 01/18/02.

11. Performance shares awarded under the Issuer's Long-Term Incentive Plan. The award vests for a percentage (0% to 200%) of the performance shares awarded 36 months from the date of grant based upon the Company's total stockholder return compared to total stockholder return of a selected peer group.

	By: Eric Grimshaw, Attorney in Fact For: David L. Kyle	01/19/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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