SEC FORM 4

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

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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^*

COMBS SAMUEL III

(Last)

(First)

(Middle)

100 WEST FIFTH STREET

(Street)

TULSA

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)

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	President - Oklahoma Natural		President - Oklahoma Natural

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.0.01								12,280	D
Common Stock, par value $.0.01								6,158	I	Restricted
Common Stock, par value $.0.01								23,347	I	by Thrift Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Share Units	⁽¹⁾	01/15/2004		A		4,000		⁽¹⁾	01/15/2007	Common Stock, par value $.0.01	4,000	$0	4,000	D
Restricted Stock Incentive Units	⁽²⁾	01/15/2004		A		4,000		⁽²⁾	01/15/2007	Common Stock, par value $.0.01	4,000	$0	4,000	D
Non-Qualified Stock Option (right to buy)	$16.88							02/20/2004	02/20/2013	Common Stock, par value $.0.01	6,000		6,000	D
Non-Qualified Stock Option (right to buy)	$17.045							⁽³⁾	01/17/2012	Common Stock, par value $.0.01	18,750		18,750	D
Non-Qualified Stock Option (right to buy)	$21.53							⁽⁴⁾	11/16/2005	Common Stock, par value $.0.01	1,100		1,100	D
Non-Qualified Stock Option (right to buy)	$21.53							⁽⁴⁾	10/10/2006	Common Stock, par value $.0.01	1,964		1,964	D
Non-Qualified Stock Option (right to buy)	$22.185							⁽⁴⁾	10/15/2008	Common Stock, par value $.0.01	2,619		2,619	D
Non-Qualified Stock Option (right to buy)	$22.185							⁽⁴⁾	10/21/2009	Common Stock, par value $.0.01	1,577		1,577	D
Non-Qualified Stock Option (right to buy)	$22.19							07/02/2004	10/15/2008	Common Stock, par value $.0.01	872		872	D
Non-Qualified Stock Option (right to buy)	$22.19							07/02/2004	10/21/2009	Common Stock, par value $.0.01	1,576		1,576	D
Non-Qualified Stock Option (right to buy)	$22.19							07/02/2004	01/17/2012	Common Stock, par value $.0.01	4,800		4,800	D
Non-Qualified Stock Option (right to buy)	$22.31							⁽⁵⁾	01/18/2011	Common Stock, par value $.0.01	8,000		8,000	D
Performance Shares	$0							02/21/2003	02/21/2006	Common Stock, par value $.0.01	6,000		6,000	D

Explanation of Responses:

1. 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.

2. 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.

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

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

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

	By: Eric Grimshaw, Attorney in Fact For: Samuel Combs, III	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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