Exhibit
99.1












February
      22, 2010
              
              Analyst
      Contact:
              Andrew
      Ziola918-588-7163Media
      Contact:
              Brad
      Borror918-588-7582




ONEOK
Partners Announces


Solid
Fourth-quarter and Full-year 2009 Results





TULSA,
Okla. – Feb. 22, 2010 – ONEOK Partners, L.P. (NYSE: OKS) today announced 2009
earnings of $3.60 per unit, compared with $6.01 per unit in 2008.  Net
income attributable to ONEOK Partners was $434.4 million in 2009, compared with
$625.6 million in 2008.





Fourth-quarter
2009 net income attributable to ONEOK Partners was $115.7 million, or 93 cents
per unit, compared with $122.2 million, or $1.09 per unit, in the same period in
2008.





“The partnership turned in solid
results in a challenging industry and economic environment, demonstrating the
strength of our assets, the soundness of our strategy and the perseverance of
our employees,” said John W. Gibson, chairman, president and chief executive
officer of ONEOK Partners.





“Throughout the year, substantially
higher natural gas liquids throughput and increased natural gas volumes
processed helped reduce the impact of lower commodity prices and narrower
natural gas liquids product price differentials, compared with 2008,” Gibson
said.





“During 2009, we completed our $2
billion-plus capital investment program that significantly expanded the strength
and reach of our natural gas and natural gas liquids businesses,” Gibson
said.  “These recently completed growth projects are performing well,
and their positive impact is reflected in our fourth-quarter and year-end
earnings.”





ONEOK Partners has identified
additional potential growth projects.  “Depending on market needs and
producer commitments, these investments could average approximately $300 million
to $500 million per year between 2010 and 2015 – creating additional value for
our customers and investors,” Gibson stated.





Earnings
before interest, taxes, depreciation and amortization (EBITDA) was $213.3
million in the fourth quarter 2009, compared with $190.5 million in the fourth
quarter 2008.  In 2009, EBITDA was $791.0 million, compared with
$863.3 million in 2008.




-more-





ONEOK Partners Announces
 Solid Fourth-quarter and Full-year 2009
Results
  February 22, 2010
 Page 2





Distributable
cash flow (DCF) in the fourth quarter 2009 was $148.6 million, or $1.27 per
unit, compared with $110.0 million, or 96 cents per unit, in the fourth quarter
2008.  DCF in 2009 was $558.2 million, or $4.91 per unit, compared
with $636.8 million, or $6.17 per unit, in 2008.





Operating
income in the fourth quarter 2009 was $152.3 million, compared with $133.0
million in the fourth quarter 2008.  In 2009, operating income was
$546.6 million, compared with $644.8 million in 2008.





Fourth-quarter
operating income increased due primarily to substantially higher natural gas
liquids (NGL) throughput in the natural gas liquids segment, primarily
associated with the completion of the Overland Pass Pipeline and related
expansion projects and the Arbuckle Pipeline, as well as new NGL supply
connections; higher natural gas transportation margins, as a result of the
completion of the Guardian Pipeline expansion and extension and an increase in
contracted volumes on Midwestern Gas Transmission as the result of a new
interconnection with the Rockies Express Pipeline in the natural gas pipelines
segment; the natural gas gathering and processing segment selling the Lehman
Brothers bankruptcy claims; and increased natural gas volumes processed and sold
in the natural gas gathering and processing segment. This performance was offset
partially by lower realized commodity prices in the natural gas gathering and
processing segment.




2009
operating income decreased due primarily to lower realized commodity prices in
the natural gas gathering and processing segment; narrower NGL product price
differentials and a prior-year operational measurement gain in the natural gas
liquids segment.  These decreases were offset partially by
substantially higher NGL throughput in the natural gas liquids segment,
primarily associated with the completion of the Overland Pass Pipeline and
related expansion projects and the Arbuckle Pipeline, as well as new NGL supply
connections; higher natural gas transportation margins as a result of the
completion of the Guardian Pipeline expansion and extension; an increase in
contracted volumes on Midwestern Gas Transmission as the result of a new
interconnection with the Rockies Express Pipeline in the natural gas pipelines
segment; and higher natural gas volumes processed and sold in the natural gas
gathering and processing segment.





Fourth-quarter
2009 operating costs were $116.2 million, compared with $99.1 million in the
same period in 2008.  2009 operating costs were $411.3 million,
compared with $371.8 million in 2008.  The increases in both the
fourth-quarter and full-year 2009 periods were due primarily to higher
employee-related costs and incremental costs associated with the operation of
the Overland Pass Pipeline and the Arbuckle Pipeline, the expanded Bushton
fractionator and incremental general taxes.





Depreciation
and amortization expense increased in both the fourth-quarter and full-year 2009
periods, compared with 2008, primarily as the result of the completed capital
projects.




-more-





ONEOK Partners Announces
 Solid Fourth-quarter and Full-year 2009
Results
  February 22, 2010
 Page
3





Equity
earnings from investments were $17.3 million in the fourth quarter 2009,
compared with $26.6 million in the same period last year.  In 2009,
equity earnings from investments were $72.7 million, compared with $101.4
million in 2008.  Equity earnings from investments decreased in both
the fourth-quarter and full-year 2009 periods, as a result of lower subscription
volumes and rates on Northern Border Pipeline, in which the partnership has a 50
percent interest, and lower natural gas volumes gathered at various natural gas
gathering and processing investments in the Powder River Basin of
Wyoming.  2008 results included an $8.3 million gain on the sale of
Bison Pipeline LLC by Northern Border Pipeline.





At Dec.
31, 2009, ONEOK Partners had $523.0 million outstanding and $367.1 million
available under its revolving credit facility.





View
earnings tables (link)





2009 SUMMARY AND ADDITIONAL
UPDATES:





·
            Operating
      income of $546.6 million, compared with $644.8 million in
      2008;


·
            Equity
      earnings from investments were $72.7 million, compared with $101.4 million
      in 2008;


·
            Increasing
      quarterly cash distributions twice, resulting in an annualized
      distribution rate of $4.40 per
unit;


·
            Completing
      more than $2 billion in internal growth projects that were first announced
      in 2006, which included the Arbuckle Pipeline, the Piceance Lateral
      Pipeline and the D-J Basin Lateral Pipeline in the natural gas liquids
      segment; the Guardian Pipeline expansion and extension, and the Fargo
      Lateral expansion of the Viking Pipeline in the natural gas pipelines
      segment; and the expansion of the Grasslands natural gas processing
      facility in the natural gas gathering and processing
    segment;


·
            Increasing
      significantly natural gas liquids throughput as a result of completing
      major NGL expansion projects during the
year;


·
            Processing
      higher natural gas volumes, despite significantly lower commodity prices
      and reduced drilling activity;


·
            Signing
      a definitive 10-year firm-space fractionation agreement with Targa
      Resources Partners for 60,000 barrels per day of fractionation capacity at
      its Cedar Bayou fractionator in Mont Belvieu,
  Texas;


·
            Completing
      a $500 million public offering of 10-year senior notes at a coupon rate of
      8.625 percent in March 2009;


·
            Completing
      a public offering of approximately 5.5 million common units, generating
      net proceeds of approximately $241.6 million in July
  2009;


·
            Completing
      a public offering of approximately 5.5 million common units, generating
      net proceeds of approximately $322.6 million in February
    2010;




-more-


ONEOK Partners Announces Solid Fourth-quarter and Full-year 2009
Results
  February 22, 2010
 Page
4





·
            Electing
      Julie H. Edwards, Jim W. Mogg, Shelby E. Odell and Craig F. Strehl to the
      board of directors, increasing the number of those serving on the board of
      directors to 10 from six, and the number of independent directors to seven
      from three; and


·
            Electing
      Chairman and Chief Executive Officer John W. Gibson to the additional role
      of president and Terry K. Spencer to the board of directors and as chief
      operating officer, associated with the retirement of James C.
      Kneale.





2009 BUSINESS-UNIT
RESULTS





Natural Gas Gathering and
Processing Segment





The natural
gas gathering and processing segment’s operating income in the fourth quarter
2009 was $47.5 million, compared with $48.3 million in the fourth quarter
2008.





Fourth-quarter
2009 results were slightly lower due to a $10.8 million impact from lower
realized commodity prices, offset partially by a $6.5 million gain, after
expenses, from selling its Lehman Brothers bankruptcy claims; and a $4.1 million
increase as the result of higher natural gas volumes processed and
sold.  Operating costs in the fourth quarter 2009 were $35.7 million,
compared with $36.7 million in the same period last year.





2009 operating income was $168.4
million, compared with $247.1 million in 2008.





2009 results decreased primarily as the
result of $106.0 million in lower realized commodity prices, offset partially by
a $22.3 million increase from higher natural gas volumes processed and
sold.  Segment operating costs decreased to $135.1 million in 2009
from $138.2 million in 2008.





Depreciation and amortization expense
increased in both the fourth-quarter and full-year 2009 periods, compared with
2008, primarily as the result of the completed capital projects.





Equity
earnings from investments decreased in both the fourth-quarter and full-year
2009 periods, compared with the prior year, primarily as a result of lower
volumes in various natural gas gathering system investments in the Powder River
Basin of Wyoming.





NGL
shrink, plant fuel and condensate shrink discussed in the table below refer to
the Btus that are removed from natural gas through the gathering and processing
operation and does not include volumes from the partnership’s equity
investments.  The following table contains margin information for the
periods indicated:




-more-





ONEOK Partners Announces Solid Fourth-quarter and Full-year 2009
Results
  February 22, 2010
 Page
5




Three
      Months Ended
            
            
            Years
      EndedDecember
      31,
            
            
            December
      31,(Unaudited)
            
            2009
            
            
            2008
            
            
            2009
            
            
            2008Percent
      of proceedsWellhead
      purchases(MMBtu/d)
            
            
            47,753
            
            
            
            65,197
            
            
            
            53,581
            
            
            
            67,718NGL
      sales (Bbl/d)
            
            
            6,024
            
            
            
            4,401
            
            
            
            5,472
            
            
            
            4,578Residue
      gas sales (MMBtu/d)
            
            
            41,566
            
            
            
            43,161
            
            
            
            41,768
            
            
            
            39,724Condensate
      sales(Bbl/d)
            
            
            1,617
            
            
            
            1,637
            
            
            
            1,735
            
            
            
            1,693Percentage
      of total net margin
            
            
            53%
            
            
            
            54%
            
            
            
            50%
            
            
            
            62%Fee-basedWellhead
      volumes (MMBtu/d)
            
            
            1,098,656
            
            
            
            1,135,617
            
            
            
            1,122,861
            
            
            
            1,164,273Average
      rate ($/MMBtu)
            
            $
            0.30
            
            
            $
            0.28
            
            
            $
            0.30
            
            
            $
            0.26Percentage
      of total net margin
            
            
            33%
            
            
            
            28%
            
            
            
            35%
            
            
            
            23%Keep-wholeNGL
      shrink (MMBtu/d)
            
            
            16,227
            
            
            
            19,496
            
            
            
            17,400
            
            
            
            21,354Plant
      fuel (MMBtu/d)
            
            
            1,826
            
            
            
            2,251
            
            
            
            2,031
            
            
            
            2,288Condensate
      shrink(MMBtu/d)
            
            
            1,265
            
            
            
            1,480
            
            
            
            1,727
            
            
            
            1,825Condensate
      sales (Bbl/d)
            
            
            256
            
            
            
            299
            
            
            
            349
            
            
            
            369Percentage
      of total net margin
            
            
            14%
            
            
            
            18%
            
            
            
            15%
            
            
            
            15%





The
natural gas gathering and processing segment is exposed to commodity price risk
as a result of receiving commodities in exchange for services.  The
following tables provide hedging information in the natural gas gathering and
processing segment for 2010 and for 2011:


Year
      Ending December 31, 2010Volumes
                Hedged
              
              Average
      Price
              
              Percentage
                HedgedNGLs
      (Bbl/d)(a)
              
              
              5,304
              
              
              $
              1.03
              
              /
      gallon
              
              
              75%Condensate
      (Bbl/d)(a)
              
              
              1,696
              
              
              $
              1.80
              
              /
      gallon
              
              
              75%Total
      (Bbl/d)
              
              
              7,000
              
              
              $
              1.21
              
              /
      gallon
              
              
              75%Natural
      gas(MMBtu/d)
              
              
              25,225
              
              
              $
              5.55
              
              /
      MMBtu
              
              
              75%(a)
      - Hedged with fixed-price swaps.




Year
      Ending December 31, 2011Volumes
              Hedged
            
            Average
      Price
            
            Percentage
              HedgedNGLs
      (Bbl/d)(a)
            
            
            902
            
            
            $
            1.34
            
            /
      gallon
            
            
            13%Condensate
      (Bbl/d)(a)
            
            
            596
            
            
            $
            2.12
            
            /
      gallon
            
            
            25%Total
      (Bbl/d)
            
            
            1,498
            
            
            $
            1.65
            
            /
      gallon
            
            
            16%Natural
      gas(MMBtu/d)
            
            
            16,616
            
            
            $
            6.29
            
            /
      MMBtu
            
            
            43%(a)
      - Hedged with fixed-price swaps.




The
partnership currently estimates that a 1 cent per gallon change in the composite
price of NGLs would change annual net margin by approximately $1.0
million.  A $1.00 per barrel change in the price of crude oil would
change annual net margin by approximately $1.1 million.




-more-


ONEOK Partners Announces Solid Fourth-quarter and Full-year 2009
Results
  February 22, 2010
 Page
6





Also, a 10 cent per
MMBtu change in the price of natural gas would change annual net margin by
approximately $1.2 million.  All of these sensitivities exclude the
effects of hedging and assume normal operating conditions.
  Natural Gas Pipelines
Segment





The
natural gas pipelines segment reported fourth-quarter 2009 operating income of
$39.2 million, compared with $30.5 million in the fourth quarter
2008.





Fourth-quarter
2009 results increased due to $15.5 million in higher transportation margins,
primarily as the result of the Guardian Pipeline expansion and extension that
was completed in February 2009 and an increase in contracted volumes on
Midwestern Gas Transmission as a result of a new interconnection with the
Rockies Express Pipeline that was placed in service in June 2009; and a $4.2
million increase in storage margins as a result of contract
renegotiations.





2009
operating income was $145.3 million, compared with $133.2 million in
2008.





2009
results reflect a $38.8 million increase in transportation margins, primarily as
the result of the completion of the Guardian Pipeline expansion and extension
project and an increase in volumes contracted on Midwestern Gas Transmission as
a result of a new interconnection with the Rockies Express Pipeline; an $8.6
million increase in storage margins as a result of contract renegotiations;
offset partially by an $18.6 million net decrease from the effect of lower
natural gas prices on retained fuel, offset partially by higher natural gas
sales volumes.





Fourth-quarter
2009 operating costs were $28.6 million, compared with $22.0 million in the
fourth quarter 2008.  Full-year 2009 operating costs were $96.1
million, compared with $89.9 million in 2008.  The increases were due
to higher employee-related costs and higher general taxes resulting from the
completed capital projects.





Fourth-quarter
2009 equity earnings from investments were $9.1 million, compared with $17.2
million in the fourth quarter 2008.  2009 equity earnings from
investments were $41.9 million, compared with $66.7 million in
2008.  The decreases were primarily due to lower subscription volumes
and rates on Northern Border Pipeline, in which the partnership has a 50 percent
interest.  2008 results included an $8.3 million gain on the sale of
Bison Pipeline LLC by Northern Border Pipeline.





Natural Gas Liquids
Segment





As
previously announced, beginning in the third quarter 2009, the natural gas
liquids gathering and fractionation segment and the natural gas liquids
pipelines segment were




-more-


ONEOK Partners Announces Solid Fourth-quarter and Full-year 2009
Results
  February 22, 2010
 Page
7




consolidated into
one reporting segment – natural gas liquids.  Prior reporting periods
have been recast to reflect the consolidation.





The
natural gas liquids segment reported fourth-quarter 2009 operating income of
$64.9 million, compared with $53.1 million in the fourth quarter
2008.





Fourth-quarter
2009 results increased $30.9 million, primarily as the result of higher NGL
volumes gathered, fractionated and transported, associated primarily with the
completion of the Overland Pass Pipeline and related expansion projects and the
Arbuckle Pipeline, as well as new NGL supply connections, and an increase in NGL
storage margins as a result of contract renegotiations.





Fourth-quarter
2009 results include $18.5 million in higher operating costs and depreciation
expense, resulting primarily from the operation of the Overland Pass Pipeline,
the Arbuckle Pipeline and the recently expanded Bushton fractionator, as well as
increased outside-service expenses, incremental general taxes and higher
employee-related costs.





2009
operating income was $232.8 million, compared with $265.0 million in
2008.





2009
operating results were lower, due primarily to a $41.7 million decrease from
narrower NGL product price differentials and a $4.3 million decrease from
prior-year operational measurement gains.  These decreases were offset
by a $68.7 million increase from higher NGL volumes gathered, fractionated and
transported, primarily associated with the completion of the Overland Pass
Pipeline and related expansion projects and the Arbuckle Pipeline, as well as
new NGL supply connections; and a $5.0 million increase due to higher storage
margins as a result of contract renegotiations.





2009
results included $59.7 million in higher operating costs and depreciation
expense, resulting primarily from the operation of the Overland Pass Pipeline,
the Arbuckle Pipeline and the recently expanded Bushton fractionator, as well as
increased outside-service expenses, incremental general taxes and higher
employee-related costs.





The
Conway-to-Mont Belvieu average ethane price differential in the fourth quarter
2009, based on Oil Price Information Service (OPIS) pricing, was 9 cents per
gallon, compared with 12 cents per gallon in the same period last
year.  During 2009, the average ethane price differential was 11 cents
per gallon, compared with 15 cents per gallon in 2008.





GROWTH
ACTIVITIES





ONEOK
Partners has identified additional potential growth
projects.  Depending on market needs and producer commitments, the
partnership estimates it could invest an average of approximately $300 million
to $500 million per year between 2010 and 2015.  These projects are
expected to be built primarily around the partnership’s existing operating
footprint, including the




-more-


ONEOK Partners Announces Solid Fourth-quarter and Full-year 2009
Results
  February 22, 2010
 Page
8





Bakken
Shale in the Williston Basin of North Dakota and the Woodford Shale in
Oklahoma.  The partnership is also developing opportunities outside
its current operating footprint, which are not included in the estimates
provided.





In 2010,
the partnership has forecasted capital expenditures of approximately $362
million, comprised of $278 million in growth capital and $84 million in
maintenance capital.  2010 growth capital expenditures include
approximately $32 million for new well connections in the natural gas gathering
and processing segment.





The
partnership recently completed more than $2 billion of internally generated
growth projects.  Following is a review of the large growth projects
(all cost estimates exclude allowance for funds used during construction, or
AFUDC):





·
            In
      October 2009, the partnership placed into service the Piceance Lateral
      Pipeline, a 150-mile pipeline connecting the Piceance Basin with the
      Overland Pass Pipeline.  The pipeline has the capacity to
      transport as much as 100,000 barrels per day (bpd) of unfractionated
      NGLs.  The project cost approximately $135
    million.





·
            In
      August 2009, the Arbuckle Pipeline was placed into service.  The
      440-mile NGL pipeline extends from southern Oklahoma through the Barnett
      Shale of north Texas and on to the partnership’s fractionation and storage
      facilities at Mont Belvieu on the Texas Gulf Coast.  The
      pipeline has the capacity to transport 160,000 bpd of unfractionated NGLs,
      expandable to 240,000 bpd with additional pump facilities.  The
      cost for the current pipeline capacity is approximately $490
      million.  Supply commitments from producers are expected to be
      sufficient to transport in excess of 210,000 bpd on the pipeline over the
      next three to five years.





·
            In
      March 2009, the $70 million D-J Basin Lateral Pipeline, a 125-mile
      pipeline connecting the Denver-Julesburg Basin with the Overland Pass
      Pipeline, was placed into service.  The pipeline has the
      capacity to transport as much as 55,000 bpd of unfractionated
      NGLs.  Discussions with producers continue, as opportunities
      from new drilling and plant upgrades are expected to add additional
      volumes over the next two years.





·
            In
      February 2009, the 119-mile Guardian expansion and extension project was
      placed into service.  The capacity on the natural gas pipeline
      extension is close to being fully subscribed under 15-year agreements with
      two Wisconsin utilities.  The project cost approximately $320
      million.





·
            In
      March 2009, the expansion of the partnership’s Grasslands natural gas
      processing facility in North Dakota was placed into service.  The
      expansion increased natural gas processing capacity to approximately 100
      million cubic feet per day (MMcf/d) from
its




-more-


ONEOK Partners Announces Solid Fourth-quarter and Full-year 2009
Results
  February 22, 2010
 Page
9





prior
      capacity of 63 MMcf/d and increased NGL fractionation capacity to
      approximately 12,000 bpd from 8,000 bpd.  The project cost
      approximately $46 million.





·
            In
      November 2008, the Overland Pass Pipeline – the $575 million, 760-mile NGL
      pipeline extending from Opal, Wyo., to Conway, Kan. – was placed into
      service with the capacity to transport approximately 110,000 bpd of
      unfractionated NGLs.  The Overland Pass Pipeline Company is a
      joint venture with a subsidiary of The Williams Companies, Inc., which
      owns 1 percent.  The pipeline’s capacity can be increased to
      approximately 255,000 bpd with the addition of pump
      facilities.  Supply commitments in place are sufficient to
      transport in excess of 200,000 bpd to the Overland Pass Pipeline over the
      next three to five years. Associated with the development of the Overland
      Pass Pipeline, the partnership also invested $239 million to increase
      existing NGL fractionation and distribution pipeline
    capacity.





CONFERENCE CALL AND
WEBCAST





ONEOK and
ONEOK Partners management will conduct a joint conference call on Tuesday, Feb.
23, 2010, at 11 a.m. Eastern Standard Time (10 a.m. Central Standard
Time).  The call will also be carried live on ONEOK’s and ONEOK
Partners’ Web sites.





To
participate in the telephone conference call, dial 866-814-1913, pass code
1427228, or log on to www.oneok.com or
www.oneokpartners.com.





If you
are unable to participate in the conference call or the webcast, the replay will
be available on ONEOK’s Web site, www.oneok.com, and
ONEOK Partners’ Web site, www.oneokpartners.com,
for 30 days. A recording will be available by phone for seven
days.   The playback call may be accessed at 866-837-8032, pass
code 224735.





LINK TO EARNINGS
TABLES





http://www.oneokpartners.com/~/media/ONEOKPartners/EarningsTables/OKS_Q4_2009_Earnings_Release_TABLES_ONLY.ashx





NON-GAAP FINANCIAL
MEASURES





ONEOK
Partners has disclosed in this news release EBITDA and Distributable Cash Flow
(DCF) amounts that are non-GAAP financial measures.  We use EBITDA and
DCF as measures of our financial performance.  We define EBITDA as net
income adjusted for interest expense, depreciation and amortization, income
taxes and allowance equity funds used during construction.  We define
DCF as EBITDA, computed as described above, less interest expense, maintenance
capital expenditures and equity earnings from investments, adjusted for cash and
certain other items.




-more-


ONEOK Partners Announces Solid Fourth-quarter and Full-year 2009
Results
  February 22, 2010
 Page
10





We
believe that the non-GAAP financial measures described above are useful to
investors because these measurements are used by many companies in our industry
as a measurement of financial performance and are commonly employed by financial
analysts and others to evaluate the financial performance of the partnership and
to compare the financial performance of the partnership with the performance of
other publicly traded partnerships within our industry.





EBITDA
and DCF should not be considered an alternative to net income, earnings per unit
or any other measure of financial performance presented in accordance with
GAAP.





These
non-GAAP financial measures exclude some, but not all, items that affect net
income.  Additionally, these calculations may not be comparable to
similarly titled measures of other companies.  Furthermore, these
non-GAAP measures should not be viewed as indicative of the actual amount of
cash that we have available for distributions or that we plan to distribute for
a given period, nor do they equate to available cash as defined in our
partnership agreement.




Reconciliations
of these non-GAAP financial measures to net income are included in the financial
tables.





ONEOK
Partners, L.P. (NYSE: OKS) is one of the largest publicly traded master limited
partnerships and is a leader in the gathering, processing, storage and
transportation of natural gas in the U.S. and owns one of the nation’s premier
natural gas liquids (NGL) systems, connecting NGL supply in the Mid-Continent
and Rocky Mountain regions with key market centers.  Its general partner is
a wholly owned subsidiary of ONEOK, Inc. (NYSE: OKE), a diversified energy
company, which owns 42.8 percent of the partnership.  ONEOK is one of the
largest natural gas distributors in the United States, and its energy services
operation focuses primarily on marketing natural gas and related services
throughout the U.S.





For more
information, visit the Web site at www.oneokpartners.com.





Some of
the statements contained and incorporated in this news release are
forward-looking statements within the meaning of Section 27A of the Securities
Act, and Section 21E of the Exchange Act, as amended.  The
forward-looking statements relate to our anticipated financial performance,
management’s plans and objectives for our future operations, our business
prospects, the outcome of regulatory and legal proceedings, market conditions
and other matters.  We make these forward-looking statements in
reliance on the safe harbor protections provided under the Private Securities
Litigation Reform Act of 1995.  The following discussion is intended
to identify important factors that could cause future outcomes to differ
materially from those set forth in the forward-looking statements.





Forward-looking
statements include the items identified in the preceding paragraph, the
information concerning possible or assumed future results of our operations and
other statements contained or incorporated in this news release identified by
words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,”
“believe,” “should,” “goal,” “forecast,” “guidance,” “could,” “may,” “continue,”
“might,” “potential,” “scheduled” and other words and terms of similar
meaning.





One
should not place undue reliance on forward-looking statements, which are
applicable only as of the date of this news release.  Known and
unknown risks, uncertainties and other factors may cause our actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by forward-looking
statements.  Those factors may affect our operations, markets,
products, services and prices.  In addition to any assumptions and
other factors referred to specifically in connection with the forward-looking
statements, factors that could cause our actual results to differ materially
from those contemplated in any forward-looking statement include, among others,
the following:




-more-


ONEOK Partners Announces Solid Fourth-quarter and Full-year 2009
Results
  February 22, 2010
 Page
11




·
              the
      effects of weather and other natural phenomena on our operations, demand
      for our services and energy
prices;


·
            competition
      from other United States and foreign energy suppliers and transporters, as
      well as alternative forms of energy, including, but not limited to, solar
      power, wind power, geothermal energy and biofuels such as ethanol and
      biodiesel;


·
            the
      capital intensive nature of our
businesses;


·
            the
      profitability of assets or businesses acquired or constructed by
      us;


·
            our
      ability to make cost-saving changes in
  operations;


·
            risks
      of marketing, trading and hedging activities, including the risks of
      changes in energy prices or the financial condition of our
      counterparties;


·
            the
      uncertainty of estimates, including accruals and costs of environmental
      remediation;


·
            the
      timing and extent of changes in energy commodity
  prices;


·
            the
      effects of changes in governmental policies and regulatory actions,
      including changes with respect to income and other taxes, environmental
      compliance, climate change initiatives, authorized rates of recovery of
      gas and gas transportation costs;


·
            the
      impact on drilling and production by factors beyond our control, including
      the demand for natural gas and crude oil; producers’ desire and ability to
      obtain necessary permits; reserve performance; and capacity constraints on
      the pipelines that transport crude oil, natural gas and NGLs from
      producing areas and our facilities;


·
            difficulties
      or delays experienced by trucks or pipelines in delivering products to or
      from our terminals or pipelines;


·
            changes
      in demand for the use of natural gas because of market conditions caused
      by concerns about global warming;


·
            conflicts
      of interest between us, our general partner, ONEOK Partners GP, and
      related parties of ONEOK Partners
GP;


·
            the
      impact of unforeseen changes in interest rates, equity markets, inflation
      rates, economic recession and other external factors over which we have no
      control;


·
            our
      indebtedness could make us vulnerable to general adverse economic and
      industry conditions, limit our ability to borrow additional funds and/or
      place us at competitive disadvantages compared with our competitors that
      have less debt or have other adverse
  consequences;


·
            actions
      by rating agencies concerning the credit ratings of us or our general
      partner;


·
            the
      results of administrative proceedings and litigation, regulatory actions
      and receipt of expected clearances involving the Oklahoma Corporation
      Commission (OCC), Kansas Corporation Commission (KCC), Texas regulatory
      authorities or any other local, state or federal regulatory body,
      including the Federal Energy Regulatory Commission
  (FERC);


·
            our
      ability to access capital at competitive rates or on terms acceptable to
      us;


·
            risks
      associated with adequate supply to our gathering, processing,
      fractionation and pipeline facilities, including production declines that
      outpace new drilling;


·
            the
      risk that material weaknesses or significant deficiencies in our internal
      control over financial reporting could emerge or that minor problems could
      become significant;


·
            the
      impact and outcome of pending and future
  litigation;


·
            the
      ability to market pipeline capacity on favorable terms, including the
      effects of:


-
            future
      demand for and prices of natural gas and
NGLs;


-
            competitive
      conditions in the overall energy
market;


-
            availability
      of supplies of Canadian and United States natural gas;
  and


-
            availability
      of additional storage capacity;


·
            performance
      of contractual obligations by our customers, service providers,
      contractors and shippers;


·
            the
      timely receipt of approval by applicable governmental entities for
      construction and operation of our pipelines and other projects and
      required regulatory clearances;


·
            our
      ability to acquire all necessary permits, consents and other approvals in
      a timely manner, to promptly obtain all necessary materials and supplies
      required for construction, and to construct gathering, processing,
      storage, fractionation and transportation facilities without labor or
      contractor problems;


·
            the
      mechanical integrity of facilities
operated;


·
            demand
      for our services in the proximity of our
  facilities;


·
            our
      ability to control operating costs;






-more-


ONEOK Partners Announces Solid Fourth-quarter and Full-year 2009
Results
  February 22, 2010
 Page
12




·
              acts
      of nature, sabotage, terrorism or other similar acts that cause damage to
      our facilities or our suppliers’ or shippers’
      facilities;


·
            economic
      climate and growth in the geographic areas in which we do
      business;


·
            the
      risk of a prolonged slowdown in growth or decline in the U.S. economy or
      the risk of delay in growth recovery in the U.S. economy, including
      liquidity risks in U.S. credit
markets;


·
            the
      impact of recently issued and future accounting updates and other changes
      in accounting policies;


·
            the
      possibility of future terrorist attacks or the possibility or occurrence
      of an outbreak of, or changes in, hostilities or changes in the political
      conditions in the Middle East and
elsewhere;


·
            the
      risk of increased costs for insurance premiums, security or other items as
      a consequence of terrorist attacks;


·
            risks
      associated with pending or possible acquisitions and dispositions,
      including our ability to finance or integrate any such acquisitions and
      any regulatory delay or conditions imposed by regulatory bodies in
      connection with any such acquisitions and
  dispositions;


·
            the
      impact of unsold pipeline capacity being greater or less than
      expected;


·
            the
      ability to recover operating costs and amounts equivalent to income taxes,
      costs of property, plant and equipment and regulatory assets in our state
      and FERC-regulated rates;


·
            the
      composition and quality of the natural gas and NGLs we gather and process
      in our plants and transport on our
pipelines;


·
            the
      efficiency of our plants in processing natural gas and extracting and
      fractionating NGLs;


·
            the
      impact of potential impairment
charges;


·
            the
      risk inherent in the use of information systems in our respective
      businesses, implementation of new software and hardware, and the impact on
      the timeliness of information for financial
  reporting;


·
            our
      ability to control construction costs and completion schedules of our
      pipelines and other projects; and


·
            the
      risk factors listed in the reports we have filed and may file with the
      Securities and Exchange Commission (SEC), which are incorporated by
      reference.





These
factors are not necessarily all of the important factors that could cause actual
results to differ materially from those expressed in any of our forward-looking
statements.  Other factors could also have material adverse effects on
our future results.  These and other risks are described in greater
detail in Part I, Item 1A, “Risk Factors”, in this Annual Report.  All
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by these factors.  Other
than as required under securities laws, we undertake no obligation to update
publicly any forward-looking statement whether as a result of new information,
subsequent events or change in circumstances, expectations or otherwise.OKS-FE
OKE-FE











###