Oklahoma

001-13643

73-1520922

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

Item 1.02

Termination of a Material Definitive Agreement

Effective December 21, 2006, David L. Kyle, currently our chairman of the board, president and chief executive officer, irrevocably waived any and all of his current and future rights and benefits, and irrevocably released our company and its divisions, subsidiaries and affiliates from any and all obligations, under the Amended and Restated Termination Agreement between Mr. Kyle and our company, and agreed that the Amended Restated Termination Agreement was terminated and of no further force or effect.

Item 5.02

We announced the following management changes on December 21, 2006.

Curtis L. Dinan, 39, will become senior vice president chief financial officer and treasurer of ONEOK, Inc. and senior vice president chief financial officer and treasurer of ONEOK Partners GP, L.L.C., the sole general partner of ONEOK Partners, L.P., effective January 1, 2007. Mr. Dinan has served as senior vice president and chief accounting officer of ONEOK, Inc. since August 2004 and served as vice president and chief accounting officer of ONEOK, Inc. from February 2004 to August 2004. Prior to joining ONEOK, Inc., Mr. Dinan served as an assurance and business advisory partner at Grant Thornton, LLP from 2002 to 2004. He served as an assurance and business advisory partner at Arthur Andersen, LLP from 2001 to 2002.

Caron A. Lawhorn, 45, will become senior vice president and chief accounting officer for ONEOK, Inc. on January 1, 2007. Ms. Lawhorn has served as senior vice president of financial services and treasurer since January 2005. Prior to her current position, Ms. Lawhorn served our company in the following capacities:

• vice president and controller from August 2004 to January 2005;
• vice president of audit and risk control from May 2003 to August 2004; and
• manager of audit services from September 1998 to May 2003.

We do not have employment agreements with either Mr. Dinan or Ms. Lawhorn. However, both of these officers have previously entered into a Termination Agreement with ONEOK, Inc. Under the Termination Agreement, severance payments and benefits are payable if the officer's employment is terminated by ONEOK, Inc. for "just cause" or by the officer for "good reason" at any time within three years of a change in control of ONEOK, Inc. Severance payments and benefits include a lump sum payment equal to a multiple of the officer's annual compensation, which includes annual base salary and the greater of the officer's bonus for the last year preceding a change in control or his target bonus for the year in which the change in control occurs. The officer would also be entitled to a prorated portion of the officer's targeted short-term incentive compensation and accelerated vesting of retirement and other benefits, as well as continuation of welfare benefits for a certain number of months.

Item 9.01

Financial Statements and Exhibits

Exhibits

ONEOK, Inc.

Date:

December 22, 2006

By:

/s/ Jim Kneale

Jim Kneale

Executive Vice President --

Finance and Administration

and Chief Financial Officer

(Principal Financial Officer)