Exhibit
99.1










February
      23, 2009
            
            Analyst
      Contact:
            Christy
      Williamson918-588-7163Media
      Contact:
            MeganWashbourne918-588-7572




ONEOK
Partners Reports Record 2008 Earnings;


Announces
Strong Fourth-quarter Results





TULSA,
Okla. – Feb. 23, 2009 – ONEOK Partners, L.P. (NYSE: OKS) today reported record
net income of $625.6 million, or $6.01 per unit, compared with $407.7 million,
or $4.21 per unit, for 2007.





Fourth-quarter
2008 net income was $122.2 million, or $1.09 per unit, compared with net income
of $121.5 million, or $1.27 per unit, for the fourth quarter 2007.





“The
partnership had a record year in 2008, driven by continued volume growth, as
well as high commodity prices and wider NGL product price differentials,” said
John W. Gibson, chairman and chief executive officer of ONEOK
Partners.  “In the first nine months of 2008, we saw unprecedented
commodity price levels, which began falling in the fourth
quarter.  The high commodity price levels significantly benefited our
natural gas gathering and processing segment and natural gas liquids gathering
and fractionation segment during 2008.  However, we anticipate
significantly lower prices and differentials in 2009.





“All four
of our business segments turned in a solid fourth-quarter performance, despite
challenges in the energy and financial markets,” Gibson added.  “We
also saw benefits from our $2 billion capital growth program, as Overland Pass
Pipeline, related natural gas liquids infrastructure upgrades and other growth
projects came on line in 2008.”





Cash
flow, as measured by earnings before interest, taxes, depreciation and
amortization (EBITDA), was $190.5 million in the fourth quarter 2008, compared
with $186.5 million in the fourth quarter 2007.  For 2008, EBITDA was
$863.3 million, compared with $657.1 million for 2007.





Distributable
cash flow (DCF) in the fourth quarter 2008 was $110.0 million, or 96 cents per
unit, compared with $120.0 million, or $1.25 per unit, in the fourth quarter
2007.  DCF for 2008 rose 37 percent to $636.8 million, or $6.17 per
unit, compared with $466.0 million, or $4.92 per unit, in 2007.




Operating
income for the fourth quarter 2008 was $133.0 million, compared with $129.7
million in the fourth quarter 2007.  The operating income increases
come primarily from the natural gas liquids pipelines segment, which increased
volumes from new supply connections




-more-
 
 ONEOK
Partners Reports Record 2008 Earnings;
 Announces
Strong Fourth-quarter Results
 
 Feb.
23, 2009
 
 Page
2




and
expanding volumes on existing connections, as well as the startup of Overland
Pass Pipeline, which became fully operational during the fourth
quarter.  In addition, the natural gas liquids gathering and
fractionation segment benefited from wider NGL product price
differentials.  These increases were partially offset by reduced
earnings in the natural gas gathering and processing segment as a result of
lower commodity prices and the impact of a one-time favorable contract
settlement in 2007.




2008
operating income increased 44 percent to $644.8 million, compared with $446.8
million in 2007.  The 12-month 2008 period reflects significantly
wider NGL product price differentials and increased volumes in the natural gas
liquids gathering and fractionation segment, and higher realized commodity
prices and improved contract terms in the natural gas gathering and processing
segment.  In addition, the natural gas liquids pipelines segment
earned incremental income from the North System, an interstate natural gas
liquids and refined petroleum products pipeline system that was acquired in
October 2007, as well as increased volumes and the startup of Overland Pass
Pipeline.  The impact of Hurricane Ike reduced earnings by an
estimated $7.8 million during the third quarter 2008.




In the
fourth quarter 2008, the partnership’s operating costs were $99.1 million,
compared with $100.0 million in the same period last year.  For the
year, operating costs were $371.8 million, compared with $337.4 million in
2007.  The increase for the year is primarily due to incremental
expenses associated with the October 2007 acquisition of the North System, as
well as higher operating costs at fractionation facilities.




At Dec.
31, 2008, the partnership had $870.0 million outstanding and $130.0 million
available under its revolving credit facility, and approximately $177.6 million
in available cash and cash equivalents.  These additional funds
­and remaining borrowing capacity, as well as operating cash flow, would be
sufficient to fund the partnership’s capital requirements well into
2009.




2008SUMMARYINCLUDES:





·
            Operating
      income of $644.8 million, compared with $446.8 million in
      2007;


·
            Increasing
      the partnership’s distribution 7 percent during the
  year;


·
            Completing
      a public offering of 2.5 million common units and a private placement with
      ONEOK, Inc. of 5.4 million common units, generating proceeds of
      approximately $460.4 million;


·
            Capital
      expenditures of $1.3 billion, compared with $709.9 million in 2007,
      increasing as a result of internal growth
  projects;


·
            Commissioning
      the Overland Pass Pipeline to transport unfractionated NGLs from the
      Rockies to the Mid-Continent;


·
            Completing
      expansions on NGL fractionation, storage and pipeline facilities
      associated with Overland Pass
Pipeline;





-more-
 
 ONEOK
Partners Reports Record 2008 Earnings;
 Announces
Strong Fourth-quarter Results
 
 Feb.
23, 2009
 
 Page
3





·
            Beginning
      construction of the D-J Basin and Piceance Basin Lateral
      Pipeline projects to connect additional NGL supplies to the Overland
      Pass Pipeline;


·
            Beginning
      construction of the Arbuckle Pipeline to transport unfractionated NGLs
      from southern Oklahoma through the Barnett Shale natural gas play in north
      Texas to the
Texas Gulf Coast;


·
            Completing
      the NGL pipeline extension into the Woodford Shale of
      Oklahoma;


·
            Beginning
      partial operations of the Guardian Pipeline extension and expansion into
      the Green Bay, Wis., area;


·
            Completing
      the expansion of Fort Union Gas Gathering, which doubles the capacity of
      the system, located in the Powder River Basin that gathers coal bed
      methane natural gas;


·
            Commissioning
      the Midwestern Gas Transmission extension into the Nashville, Tenn.,
      market;


·
            Being
      named the Natural Gas STAR Gathering and Processing Partner of the Year by
      the U.S. Environmental Protection Agency;
and


·
            Receiving
      an award from the Occupational Safety and Health Administration (OSHA) for
      achieving three years of excellence in employee health and safety at the
      partnership’s Mont Belvieu fractionator, and being recognized by OSHA
      as a STAR Status Site at the partnership’s Maysville, Okla., natural gas
      processing facility.





2008 BUSINESS UNIT
RESULTS





Natural GasGathering and Processing
Segment





The
natural gas gathering and processing segment reported fourth-quarter 2008
operating income of $48.4 million, compared with $66.5 million in the fourth
quarter 2007.




The
decrease in fourth-quarter 2008 operating income is primarily due to $7.8
million from lower realized commodity prices in the fourth quarter of 2008 and
an $8.6 million one-time favorable contract settlement that occurred during the
fourth quarter of 2007.  During the fourth quarter 2008, operational
and weather-related disruptions primarily in the Rocky Mountain region lowered
volumes and earnings by approximately $4.8 million.




Operating
costs for the fourth quarter 2008 were $36.7 million, compared with $39.0
million in 2007, primarily due to lower employee-related costs.





For 2008,
the natural gas gathering and processing segment contributed operating income of
$247.1 million, compared with $187.8 million in 2007.




Full-year
2008 operating income benefited from $58.4 million in higher realized prices for
NGLs, natural gas and condensate sold; $11.9 million from improved contract
terms; and $7.0 million in higher volumes processed and sold; partially offset
by an $8.6 million one-time contract settlement that occurred in the fourth
quarter 2007.  During the third quarter 2008,




-more-
 
 ONEOK
Partners Reports Record 2008 Earnings;
 Announces
Strong Fourth-quarter Results
 
 Feb.
23, 2009
 
 Page
4




Hurricane
Ike caused operational disruptions that lowered the segment’s earnings by an
estimated $1.8 million in the Mid-Continent region.




Operating
costs for the year increased to $138.2 million, compared with $135.4 million in
the same period last year, primarily due to higher costs for chemicals and
maintenance parts.





Equity
earnings from investments increased to $8.8 million in the fourth quarter 2008,
compared with $6.9 million in the same period last year.  Full-year
2008 equity earnings from investments were $32.8 million, compared with $26.4
million in 2007.  The increases for both the three- and 12-month
periods are primarily due to increased gathering revenues in the partnership’s
interest in Fort Union Gas Gathering, as a result of an expansion project
completed in mid-2008.





The
following table contains margin information for the periods
indicated.  NGL shrink, plant fuel and condensate shrink refer to the
Btus that are removed from natural gas through the gathering and processing
operation.





Three
      Months Ended
                    
                    
                    Years
      EndedDecember
      31,
                    
                    
                    December
      31,2008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007Percent
      of proceedsWellhead
      purchases(MMBtu/d)
                    
                    
                    65,197
                    
                    
                    
                    73,706
                    
                    
                    
                    67,718
                    
                    
                    
                    83,993NGL
      sales (Bbl/d)
                    
                    
                    6,729
                    
                    
                    
                    6,244
                    
                    
                    
                    6,223
                    
                    
                    
                    5,959Residue
      gas sales (MMBtu/d)
                    
                    
                    43,161
                    
                    
                    
                    39,373
                    
                    
                    
                    39,724
                    
                    
                    
                    34,010Condensate
      sales(Bbl/d)
                    
                    
                    821
                    
                    
                    
                    810
                    
                    
                    
                    928
                    
                    
                    
                    719Percentage
      of total net margin
                    
                    
                    54%
                    
                    
                    
                    58%
                    
                    
                    
                    62%
                    
                    
                    
                    56%Fee-basedWellhead
      volumes (MMBtu/d)
                    
                    
                    1,135,617
                    
                    
                    
                    1,176,929
                    
                    
                    
                    1,164,273
                    
                    
                    
                    1,170,502Average
      rate ($/MMBtu)
                    
                    $
                    0.28
                    
                    
                    $
                    0.24
                    
                    
                    $
                    0.26
                    
                    
                    $
                    0.25Percentage
      of total net margin
                    
                    
                    28%
                    
                    
                    
                    23%
                    
                    
                    
                    23%
                    
                    
                    
                    30%Keep
      wholeNGL
      shrink (MMBtu/d)
                    
                    
                    19,496
                    
                    
                    
                    23,563
                    
                    
                    
                    21,354
                    
                    
                    
                    23,636Plant
      fuel (MMBtu/d)
                    
                    
                    2,251
                    
                    
                    
                    2,822
                    
                    
                    
                    2,288
                    
                    
                    
                    2,846Condensate
      shrink(MMBtu/d)
                    
                    
                    1,480
                    
                    
                    
                    2,820
                    
                    
                    
                    1,825
                    
                    
                    
                    2,490Condensate
      sales (Bbl/d)
                    
                    
                    299
                    
                    
                    
                    571
                    
                    
                    
                    369
                    
                    
                    
                    504Percentage
      of total net margin
                    
                    
                    18%
                    
                    
                    
                    19%
                    
                    
                    
                    15%
                    
                    
                    
                    14%





The
natural gas gathering and processing segment is exposed to commodity price risk,
primarily NGLs, as a result of receiving commodities in exchange for its
services.  The following table provides 2009 hedging information for the
natural gas gathering and processing segment.





-more-
 
 ONEOK
Partners Reports Record 2008 Earnings;
 Announces
Strong Fourth-quarter Results
 
 Feb.
23, 2009
 
 Page
5





Year
      Ending December 31, 2009Volumes
                              Hedged
                            
                            
                            Average
      Price
                            
                            Percentage
                              HedgedNGLs
      (Bbl/d)(a)
                            
                            
                            5,010
                            
                            
                            $
                            1.18 
      / gallon
                            
                            
                            
                            57%Condensate
      (Bbl/d)(a)
                            
                            
                            666
                            
                            
                            $
                            3.23 
      / gallon
                            
                            
                            
                            32%Total
      sales hedged (Bbl/d)
                            
                            
                            5,676
                            
                            
                            $
                            1.42 
      / gallon
                            
                            
                            
                            52%(a)
      - Hedged with fixed-price swaps.





The
partnership currently estimates that in its natural gas gathering and processing
segment a 1 cent per gallon decrease in the composite price of natural gas
liquids would decrease annual net margin by approximately $1.2
million.  A $1.00 per barrel decrease in the price of crude oil would
decrease annual net margin by approximately $1.0 million.  Also, a 10
cent per MMBtu decrease in the price of natural gas would decrease annual net
margin by approximately $0.6 million.  All of these sensitivities
exclude the effects of hedging and assume normal operating
conditions.





Natural Gas Pipelines
Segment





For the
fourth quarter 2008, the natural gas pipelines segment contributed operating
income of $30.5 million, compared with $26.7 million in the same period in
2007.  Margins for the quarter were relatively unchanged compared with
the same period last year, and operating costs decreased $4.6 million in the
fourth quarter 2008, primarily due to lower employee-related costs.





For 2008,
the natural gas pipelines segment contributed operating income of $133.2
million, compared with $112.2 million in 2007.





2008
operating income increased as a result of $6.3 million in improved
transportation margins, primarily due to the higher natural gas price impact on
retained fuel; $5.4 million from improved storage margins, primarily related to
new and renegotiated contracts and the higher natural gas price impact on
retained fuel; and $3.8 million from increased natural gas sales from
inventory.  Operating costs decreased to $89.9 million for the year,
compared with $96.6 million in 2007, primarily due to lower general taxes and
employee-related costs.





Equity
earnings from investments were $17.2 million in the fourth quarter 2008,
unchanged from the same period last year.  Equity earnings from
investments in 2008 increased to $66.7 million, compared with $62.5 million in
2007, primarily as a result of the partnership’s share, or $8.3 million, of a
third-quarter 2008 gain on the sale of Bison Pipeline LLC by Northern Border
Pipeline, partially offset by lower volumes on Northern Border
Pipeline.  ONEOK Partners owns a 50 percent equity interest in
Northern Border Pipeline.




-more-
 
 ONEOK
Partners Reports Record 2008 Earnings;
 Announces
Strong Fourth-quarter Results
 
 Feb.
23, 2009
 
 Page
6




Natural Gas Liquids
Gathering and Fractionation Segment


In the
fourth quarter 2008, the natural gas liquids gathering and fractionation segment
reported operating income of $27.7 million, compared with $23.6 million in the
same period last year.




Fourth-quarter
2008 operating income benefited from $11.4 million of improved optimization
margins due to wider NGL product price differentials between the market centers
in Conway, Kan., and Mont Belvieu, Texas; and $2.0 million from higher
isomerization volumes driven by wider price differentials between isobutane and
normal butane.  Fourth-quarter 2008 fractionation volumes were lower
than the prior quarter and year, primarily due to a planned maintenance shutdown
at the partnership’s Mont Belvieu fractionator, as well as ethane rejection in
December 2008.  This decrease was mostly offset by new volumes from
Overland Pass Pipeline that were fractionated at the partnership’s Bushton
facility.




Operating
costs in the fourth quarter 2008 were $28.3 million, compared with $21.3 million
in the same period last year, primarily due to expenses associated with the
planned maintenance shutdown at the Mont Belvieu fractionator and incremental
expenses associated with the recently expanded Bushton
fractionator.




The
natural gas liquids gathering and fractionation segment contributed operating
income of $204.4 million in 2008, compared with $112.0 million in
2007.




The
segment’s 2008 results reflect $70.8 million in increased optimization margins
from significantly wider NGL product price differentials between the market
centers in Conway and Mont Belvieu; a $32.1 million increase due to increased
gathering and fractionation volumes; $8.4 million in operational measurement
gains, primarily at NGL storage caverns; and $3.6 million from higher storage
margins.  During the third quarter 2008, Hurricane Ike caused
operational disruptions that lowered the segment’s earnings an estimated $3.8
million in the Mid-Continent and Gulf Coast regions.




Operating
costs for the segment in 2008 were $89.8 million, compared with $70.7 million in
the same period last year.  Operating costs increased primarily as a
result of increased operating costs at our fractionation facilities, including
costs associated with the startup of the recently expanded Bushton fractionator
and costs related to a planned maintenance shutdown at the Mont Belvieu
fractionator.




The
Conway-to-Mont Belvieu average price differential for ethane in the fourth
quarter 2008, based on Oil Price Information Service (OPIS) pricing, increased
to 12 cents per gallon, compared with 7 cents per gallon in the same period in
2007.  For the year, the average price differential was 15 cents per
gallon, compared with 6 cents per gallon in 2007.  The prior
three-year average Conway-to-Mont Belvieu price differential for ethane was 5
cents per gallon.




-more-
 
 ONEOK
Partners Reports Record 2008 Earnings;
 Announces
Strong Fourth-quarter Results
 
 Feb.
23, 2009
 
 Page
7





Natural
Gas Liquids Pipelines Segment




The natural gas liquids pipelines
segment reported operating income of $25.4 million in the fourth quarter 2008,
compared with $13.1 million in the same period last year.





Fourth-quarter 2008 operating income
benefited from $12.1 million of increased volumes, which included $10.3 million
from higher volumes on the North System.  The complete startup of
Overland Pass Pipeline in the fourth quarter contributed $2.6 million to 2008
earnings.  Operating costs for the segment were $12.9 million in the
fourth quarter 2008, compared with $12.4 million in the same period in
2007.





The natural gas liquids pipelines
segment contributed operating income of $60.6 million in 2008, compared with
$39.5 million in 2007.




Results
for 2008 benefited primarily from $44.3 million of incremental margins from the
acquired North System, which included $10.3 million from higher fourth-quarter
volumes.  In addition, results included $2.6 million of incremental
margins from Overland Pass Pipeline and $4.3 million from increased volumes on
other pipelines.  During the third quarter 2008, Hurricane Ike caused
operational disruptions that lowered segment earnings by an estimated $2.2
million.




Operating costs were $55.1 million for
2008, compared with $29.0 million in 2007, increasing primarily as a result of
the acquisition of the North System in October 2007 and higher employee-related
costs.





GROWTH
ACTIVITIES





In the
fourth quarter 2008, the partnership completed several large projects and
continued executing on approximately $2 billion of internally generated growth
projects that will be completed in 2009.





Natural Gas Liquids
      Projects





The
natural gas liquids projects account for approximately $1.4 billion of the
current growth projects.





In
November, Overland Pass Pipeline — the 760-mile natural gas liquids pipeline
extending from Opal, Wyo., to Conway, Kan. — was placed into full service with
the capacity to transport approximately 110,000 barrels per day
(bpd).  The pipeline project cost approximately $575
million.  Overland Pass Pipeline Company is a joint venture with The
Williams Companies, Inc.  Currently, approximately 60,000 bpd of NGLs
are flowing on Overland Pass, and the pipeline capacity can be increased to
approximately 255,000 bpd with additional pump facilities.





-more-
 
 ONEOK
Partners Reports Record 2008 Earnings;
 Announces
Strong Fourth-quarter Results
 
 Feb.
23, 2009
 
 Page
8





In
conjunction with Overland Pass, the partnership also invested approximately
$239 million to increase existing NGL fractionation, storage and pipeline
capacity.





In
October, the partnership received approval from various state and federal
regulatory authorities and began construction on the Piceance Lateral Pipeline,
a 150-mile lateral pipeline connecting the Piceance Basin with Overland
Pass Pipeline.  The project is expected to cost in the range of $110
million to $140 million and be completed in the third quarter 2009.





Also in
the fourth quarter 2008, construction began on the D-J Basin Lateral Pipeline, a
125-mile lateral pipeline connecting the Denver-Julesburg Basin with Overland
Pass Pipeline.  The project is expected to cost in the range of $70
million to $80 million and be completed in the first quarter 2009.




In
September 2008, the partnership placed into service a 78-mile NGL pipeline
extension of its Oklahoma gathering system in the Woodford Shale in southeast
Oklahoma.  The pipeline connects two natural gas processing plants
that have the ability to produce approximately 25,000 bpd of natural gas
liquids.  The pipeline extension cost approximately $36
million.




The $340
million to $360 million, 440-mile Arbuckle Pipeline, extending 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, is
currently under construction and is now expected to go into service during the
second quarter of 2009.  Based on increased costs and delays
associated with right-of-way acquisition and potential weather impacts,
primarily anticipated spring rains in wet low-lying areas, the project costs
could increase approximately 10 to 15 percent.  The pipeline will have
the capacity to transport 160,000 bpd of unfractionated natural gas liquids,
expandable to 210,000 bpd with additional pump facilities.  Supply
commitments from producers are sufficient to fill the expanded 210,000 bpd
capacity level over the next three to five years.




Natural Gas
Projects





In
December, the Guardian Pipeline extension and expansion was placed partially in
service.  Construction continues on one compressor station and the
project is expected to be fully in service during the first quarter of
2009.  The 119-mile pipeline extension into the Green Bay, Wis., area
is expected to cost in the range of $277 million to $305 million.  The
capacity on the pipeline extension is fully subscribed under 15-year
agreements.





In
July 2008, the Fort Union Gas Gathering expansion project was completed for
approximately $121 million.  The project doubled the natural gas
gathering pipeline capacity of Fort Union Gas Gathering by adding approximately
150 miles of new gathering lines and approximately 650 million cubic feet per
day of additional capacity.  ONEOK Partners owns approximately 37
percent of Fort Union Gas Gathering, L.L.C.





-more-
 
 ONEOK
Partners Reports Record 2008 Earnings;
 Announces
Strong Fourth-quarter Results
 
 Feb.
23, 2009
 
 Page
9





The
expansion of the partnership’s Grasslands natural gas processing facility in the
highly active Williston Basin will increase the plant’s processing capacity by
nearly 60 percent and its fractionation capacity by 50 percent.  The
project is currently estimated to cost in the range of $40 million to $45
million and is currently expected to come on line in the first quarter of
2009.





CONFERENCE CALL AND
WEBCAST





The
management of ONEOK Partners and ONEOK will conduct a joint conference call on
Tuesday, Feb. 24, 2009, 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 866-256-9295, pass code
1327308, or log on to the webcast at www.oneokpartners.com
or www.oneok.com.





For those
unable to participate in the conference call or the webcast, the replay will be
available on ONEOK Partners’ Web site, www.oneokpartners.com,
or ONEOK’s Web site, www.oneok.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
1327308.





NON-GAAP FINANCIAL
MEASURES




The
partnership has disclosed in this news release EBITDA and DCF amounts that are
non-GAAP financial measures.  Management believes EBITDA and DCF
provide useful information to investors as a measure of comparison with peer
companies.  However, these calculations may vary from company to
company, so the partnership's computations may not be comparable with those of
other companies.  DCF is not necessarily the same as available cash as
defined in the Partnership Agreement.  Management further uses EBITDA
to compare the financial performance of its segments and to internally manage
those business segments.  Reconciliations of EBITDA to net income and
operating income and computations of DCF are included in the financial tables
attached to this release.









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 47.7 percent of the overall partnership interest. 
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 about ONEOK Partners, L.P., visit:
www.oneokpartners.com.









-more-
 
 ONEOK
Partners Reports Record 2008 Earnings;
 Announces
Strong Fourth-quarter Results
 
 Feb.
23, 2009
 
 Page
10




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,”
“could,” “may,” “continue,” “might,” “potential,” “scheduled” and other words
and terms of similar meaning.





You
should not place undue reliance on forward-looking statements.  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:





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


·
            competition
      from other United States and Canadian energy suppliers and transporters as
      well as alternative forms of energy, including, but not limited to,
      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 or 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 refinery-grade 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 to 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 OCC, KCC, Texas
      regulatory authorities or any other local, state or federal regulatory
      body, including the 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;




-more-
 
 ONEOK
Partners Reports Record 2008 Earnings;
 Announces
Strong Fourth-quarter Results
 
 Feb.
23, 2009
 
 Page
11









·
            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 pipeline 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;


·
            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
      increasing liquidity risks in U.S. credit
  markets;


·
            the
      impact of recently issued and future accounting pronouncements 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
      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 Item 1A, Risk Factors, in our Annual Report on Form
10-K.  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




###





-more-
 
 ONEOK
Partners Reports Record 2008 Earnings;
 Announces
Strong Fourth-quarter Results
 
 Feb.
23, 2009
 
 Page
12




ONEOK
      Partners, L.P. and SubsidiariesCONSOLIDATED
      STATEMENTS OF INCOMEThree
      Months Ended
                                
                                
                                Years
      EndedDecember
      31,
                                
                                
                                December
      31,(Unaudited)
                                
                                2008
                                
                                
                                2007
                                
                                
                                2008
                                
                                
                                2007(Thousands
      of dollars, except per unit amounts)Revenues
                                
                                $
                                1,276,172
                                
                                
                                $
                                1,877,313
                                
                                
                                $
                                7,720,206
                                
                                
                                $
                                5,831,558Cost
      of sales and fuel
                                
                                
                                1,010,371
                                
                                
                                
                                1,618,244
                                
                                
                                
                                6,579,547
                                
                                
                                
                                4,935,665Net
      Margin
                                
                                
                                265,801
                                
                                
                                
                                259,069
                                
                                
                                
                                1,140,659
                                
                                
                                
                                895,893Operating
      ExpensesOperations
      and maintenance
                                
                                
                                93,597
                                
                                
                                
                                90,027
                                
                                
                                
                                337,526
                                
                                
                                
                                302,544Depreciation
      and amortization
                                
                                
                                34,382
                                
                                
                                
                                29,378
                                
                                
                                
                                124,765
                                
                                
                                
                                113,704General
      taxes
                                
                                
                                5,472
                                
                                
                                
                                9,946
                                
                                
                                
                                34,271
                                
                                
                                
                                34,812Total
      Operating Expenses
                                
                                
                                133,451
                                
                                
                                
                                129,351
                                
                                
                                
                                496,562
                                
                                
                                
                                451,060Gain
      (Loss) on Sale of Assets
                                
                                
                                663
                                
                                
                                
                                15
                                
                                
                                
                                713
                                
                                
                                
                                1,950Operating
      Income
                                
                                
                                133,013
                                
                                
                                
                                129,733
                                
                                
                                
                                644,810
                                
                                
                                
                                446,783Equity
      earnings from investments
                                
                                
                                26,627
                                
                                
                                
                                24,933
                                
                                
                                
                                101,432
                                
                                
                                
                                89,908Allowance
      for equity funds used during construction
                                
                                
                                15,118
                                
                                
                                
                                5,852
                                
                                
                                
                                50,906
                                
                                
                                
                                12,538Other
      income
                                
                                
                                1,897
                                
                                
                                
                                2,632
                                
                                
                                
                                5,621
                                
                                
                                
                                7,502Other
      expense
                                
                                
                                (5,370
                                )
                                
                                
                                (143
                                )
                                
                                
                                (13,321
                                )
                                
                                
                                (779
                                )Interest
      expense
                                
                                
                                (43,375
                                )
                                
                                
                                (39,634
                                )
                                
                                
                                (151,056
                                )
                                
                                
                                (138,947
                                )Income
      before Minority Interests and Income Taxes
                                
                                
                                127,910
                                
                                
                                
                                123,373
                                
                                
                                
                                638,392
                                
                                
                                
                                417,005Minority
      interests in income of consolidated subsidiaries
                                
                                
                                (73
                                )
                                
                                
                                (114
                                )
                                
                                
                                (441
                                )
                                
                                
                                (416
                                )Income
      taxes
                                
                                
                                (5,632
                                )
                                
                                
                                (1,803
                                )
                                
                                
                                (12,335
                                )
                                
                                
                                (8,842
                                )Net
      Income
                                
                                $
                                122,205
                                
                                
                                $
                                121,456
                                
                                
                                $
                                625,616
                                
                                
                                $
                                407,747Limited
      partners’ interest in net income:Net
      income
                                
                                $
                                122,205
                                
                                
                                $
                                121,456
                                
                                
                                $
                                625,616
                                
                                
                                $
                                407,747General
      partner’s interest in net income
                                
                                
                                (22,764
                                )
                                
                                
                                (16,578
                                )
                                
                                
                                (88,554
                                )
                                
                                
                                (58,781
                                )Limited
      Partners’ Interest in Net Income
                                
                                $
                                99,441
                                
                                
                                $
                                104,878
                                
                                
                                $
                                537,062
                                
                                
                                $
                                348,966Limited
      partners’ per unit net income
                                
                                $
                                1.09
                                
                                
                                $
                                1.27
                                
                                
                                $
                                6.01
                                
                                
                                $
                                4.21Number
      of Units Used in Computation (Thousands)
                                
                                
                                90,920
                                
                                
                                
                                82,891
                                
                                
                                
                                89,309
                                
                                
                                
                                82,891Supplemental
      Information (1):EBITDA
                                
                                $
                                190,549
                                
                                
                                $
                                186,533
                                
                                
                                $
                                863,307
                                
                                
                                $
                                657,118Distributable
      cash flow
                                
                                $
                                110,042
                                
                                
                                $
                                119,996
                                
                                
                                $
                                636,780
                                
                                
                                $
                                466,014Distributable
      cash flow per unit
                                
                                $
                                0.96
                                
                                
                                $
                                1.25
                                
                                
                                $
                                6.17
                                
                                
                                $
                                4.92(1)
      Reconciliations of non-GAAP financial measures are included in the
      financial tables attached to this release.




-more-
 
 ONEOK
Partners Reports Record 2008 Earnings;
 Announces
Strong Fourth-quarter Results
 
 Feb.
23, 2009
 
 Page
13




ONEOK
      Partners, L.P. and SubsidiariesCONSOLIDATED
      BALANCE SHEETSDecember
      31,
                          
                          
                          December
      31,(Unaudited)
                          
                          2008
                          
                          
                          2007Assets
                          
                          (Thousands
      of dollars)Current
      AssetsCash
      and cash equivalents
                          
                          $
                          177,635
                          
                          
                          $
                          3,213Accounts
      receivable, net
                          
                          
                          317,182
                          
                          
                          
                          577,989Affiliate
      receivables
                          
                          
                          25,776
                          
                          
                          
                          52,479Gas
      and natural gas liquids in storage
                          
                          
                          190,616
                          
                          
                          
                          251,219Commodity
      exchanges and imbalances
                          
                          
                          55,086
                          
                          
                          
                          82,037Derivative
      financial instruments
                          
                          
                          63,780
                          
                          
                          
                          -Other
      current assets
                          
                          
                          28,176
                          
                          
                          
                          19,961Total
      Current Assets
                          
                          
                          858,251
                          
                          
                          
                          986,898Property,
      Plant and EquipmentProperty,
      plant and equipment
                          
                          
                          5,808,679
                          
                          
                          
                          4,436,371Accumulated
      depreciation and amortization
                          
                          
                          875,279
                          
                          
                          
                          776,185Net
      Property, Plant and Equipment
                          
                          
                          4,933,400
                          
                          
                          
                          3,660,186Investments
      and Other AssetsInvestments
      in unconsolidated affiliates
                          
                          
                          755,492
                          
                          
                          
                          756,260Goodwill
      and intangible assets
                          
                          
                          676,536
                          
                          
                          
                          682,084Other
      assets
                          
                          
                          30,593
                          
                          
                          
                          26,637Total
      Investments and Other Assets
                          
                          
                          1,462,621
                          
                          
                          
                          1,464,981Total
      Assets
                          
                          $
                          7,254,272
                          
                          
                          $
                          6,112,065Liabilities
      and Partners’ EquityCurrent
      LiabilitiesCurrent
      maturities of long-term debt
                          
                          $
                          11,931
                          
                          
                          $
                          11,930Notes
      payable
                          
                          
                          870,000
                          
                          
                          
                          100,000Accounts
      payable
                          
                          
                          496,763
                          
                          
                          
                          742,903Affiliate
      payables
                          
                          
                          23,333
                          
                          
                          
                          18,298Commodity
      exchanges and imbalances
                          
                          
                          191,165
                          
                          
                          
                          252,095Other
      current liabilities
                          
                          
                          100,832
                          
                          
                          
                          136,664Total
      Current Liabilities
                          
                          
                          1,694,024
                          
                          
                          
                          1,261,890Long-term
      Debt, excluding current maturities
                          
                          
                          2,589,509
                          
                          
                          
                          2,605,396Deferred
      Credits and Other Liabilities
                          
                          
                          54,773
                          
                          
                          
                          43,799Commitments
      and ContingenciesMinority
      Interests in Consolidated Subsidiaries
                          
                          
                          5,941
                          
                          
                          
                          5,802Partners’
      EquityGeneral
      partner
                          
                          
                          77,546
                          
                          
                          
                          58,415Common
      units: 54,426,087 units and 46,397,214 units
                            issued
      and outstanding at December 31, 2008 and
                            2007,
      respectively
                          
                          
                          1,361,058
                          
                          
                          
                          814,266Class
      B units: 36,494,126 units issued and outstanding at
                            December
      31, 2008 and 2007
                          
                          
                          1,407,016
                          
                          
                          
                          1,340,638Accumulated
      other comprehensive income (loss)
                          
                          
                          64,405
                          
                          
                          
                          (18,141
                          )Total
      Partners’ Equity
                          
                          
                          2,910,025
                          
                          
                          
                          2,195,178Total
      Liabilities and Partners’ Equity
                          
                          $
                          7,254,272
                          
                          
                          $
                          6,112,065




-more-
 
 ONEOK
Partners Reports Record 2008 Earnings;
 Announces
Strong Fourth-quarter Results
 
 Feb.
23, 2009
 
 Page
14




ONEOK
      Partners, L.P. and SubsidiariesCONSOLIDATED
      STATEMENTS OF CASH FLOWSYears
      Ended December 31,(Unaudited)
                      
                      2008
                      
                      
                      2007(Thousands
      of dollars)Operating
      ActivitiesNet
      income
                      
                      $
                      625,616
                      
                      
                      $
                      407,747Depreciation
      and amortization
                      
                      
                      124,765
                      
                      
                      
                      113,704Allowance
      for equity funds used during construction
                      
                      
                      (50,906
                      )
                      
                      
                      (12,538
                      )Gain
      on sale of assets
                      
                      
                      (713
                      )
                      
                      
                      (1,950
                      )Minority
      interests in income of consolidated subsidiaries
                      
                      
                      441
                      
                      
                      
                      416Equity
      earnings from investments
                      
                      
                      (101,432
                      )
                      
                      
                      (89,908
                      )Distributions
      received from unconsolidated affiliates
                      
                      
                      93,261
                      
                      
                      
                      103,785Changes
      in assets and liabilities (net of acquisition and disposition
      effects):Accounts
      receivable
                      
                      
                      256,137
                      
                      
                      
                      (268,963
                      )Affiliate
      receivables
                      
                      
                      26,703
                      
                      
                      
                      36,093Gas
      and natural gas liquids in storage
                      
                      
                      16,003
                      
                      
                      
                      (47,973
                      )Derivative
      financial instruments
                      
                      
                      (2,538
                      )
                      
                      
                      2,154Accounts
      payable
                      
                      
                      (273,475
                      )
                      
                      
                      368,452Affiliate
      payables
                      
                      
                      5,035
                      
                      
                      
                      (7,439
                      )Commodity
      exchanges and imbalances, net
                      
                      
                      (33,979
                      )
                      
                      
                      41,997Accrued
      interest
                      
                      
                      5,669
                      
                      
                      
                      9,069Other
      assets and liabilities
                      
                      
                      (34,169
                      )
                      
                      
                      46,888Cash
      Provided by Operating Activities
                      
                      
                      656,418
                      
                      
                      
                      701,534Investing
      ActivitiesChanges
      in investments in unconsolidated affiliates
                      
                      
                      3,963
                      
                      
                      
                      (3,668
                      )Acquisitions
                      
                      
                      2,450
                      
                      
                      
                      (299,560
                      )Capital
      expenditures (less allowance for equity funds used during
      construction)
                      
                      
                      (1,253,853
                      )
                      
                      
                      (709,858
                      )Proceeds
      from sale of assets
                      
                      
                      990
                      
                      
                      
                      3,980Cash
      Used in Investing Activities
                      
                      
                      (1,246,450
                      )
                      
                      
                      (1,009,106
                      )Financing
      ActivitiesCash
      distributions:General
      and limited partners
                      
                      
                      (453,021
                      )
                      
                      
                      (384,646
                      )Minority
      interests
                      
                      
                      (302
                      )
                      
                      
                      (220
                      )Borrowing
      (repayment) of notes payable, net
                      
                      
                      (100,000
                      )
                      
                      
                      94,000Borrowing
      of notes payable with maturities over 90 days
                      
                      
                      870,000
                      
                      
                      
                      -Issuance
      of long-term debt, net of discounts
                      
                      
                      -
                      
                      
                      
                      598,146Long-term
      debt financing costs
                      
                      
                      -
                      
                      
                      
                      (5,805
                      )Issuance
      of common units, net of discounts
                      
                      
                      450,198
                      
                      
                      
                      -Contributions
      from general partner
                      
                      
                      9,508
                      
                      
                      
                      -Payment
      of long-term debt
                      
                      
                      (11,929
                      )
                      
                      
                      (11,931
                      )Other
      financing activities
                      
                      
                      -
                      
                      
                      
                      139Cash
      Provided by Financing Activities
                      
                      
                      764,454
                      
                      
                      
                      289,683Change
      in Cash and Cash Equivalents
                      
                      
                      174,422
                      
                      
                      
                      (17,889
                      )Cash
      and Cash Equivalents at Beginning of Period
                      
                      
                      3,213
                      
                      
                      
                      21,102Cash
      and Cash Equivalents at End of Period
                      
                      $
                      177,635
                      
                      
                      $
                      3,213Supplemental
      Cash Flow Information:Cash
      Paid for Interest
                      
                      $
                      148,417
                      
                      
                      $
                      138,606Cash
      Paid for Taxes
                      
                      $
                      4,722
                      
                      
                      $
                      1,039


-more-
 
 ONEOK
Partners Reports Record 2008 Earnings;
 Announces
Strong Fourth-quarter Results
 
 Feb.
23, 2009
 
 Page
15




ONEOK
      Partners, L.P. and SubsidiariesINFORMATION
      AT A GLANCEThree
      Months Ended
                        
                        
                        Years
      EndedDecember
      31,
                        
                        
                        December
      31,(Unaudited)
                        
                        2008
                        
                        
                        2007
                        
                        
                        2008
                        
                        
                        2007(Millions
      of dollars, except as noted)Natural Gas Gathering and
      ProcessingNet
      margin
                        
                        $
                        98.5
                        
                        
                        $
                        117.1
                        
                        
                        $
                        435.2
                        
                        
                        $
                        366.5Operating
      costs
                        
                        $
                        36.7
                        
                        
                        $
                        39.0
                        
                        
                        $
                        138.2
                        
                        
                        $
                        135.4Depreciation
      and amortization
                        
                        $
                        13.5
                        
                        
                        $
                        11.6
                        
                        
                        $
                        49.9
                        
                        
                        $
                        45.1Operating
      income
                        
                        $
                        48.4
                        
                        
                        $
                        66.5
                        
                        
                        $
                        247.1
                        
                        
                        $
                        187.8Equity
      earnings from investments
                        
                        $
                        8.8
                        
                        
                        $
                        6.9
                        
                        
                        $
                        32.8
                        
                        
                        $
                        26.4Natural
      gas gathered (BBtu/d)
                        
                        
                        1,136
                        
                        
                        
                        1,177
                        
                        
                        
                        1,164
                        
                        
                        
                        1,171Natural
      gas processed (BBtu/d)
                        
                        
                        639
                        
                        
                        
                        641
                        
                        
                        
                        641
                        
                        
                        
                        621NGL
      sales (MBbl/d)
                        
                        
                        39
                        
                        
                        
                        39
                        
                        
                        
                        39
                        
                        
                        
                        38Residue
      gas sales (BBtu/d)
                        
                        
                        279
                        
                        
                        
                        287
                        
                        
                        
                        279
                        
                        
                        
                        281Realized
      composite NGL sales price ($/gallon)
                        
                        $
                        0.78
                        
                        
                        $
                        1.31
                        
                        
                        $
                        1.27
                        
                        
                        $
                        1.06Realized
      condensate sales price ($/Bbl)
                        
                        $
                        63.05
                        
                        
                        $
                        85.16
                        
                        
                        $
                        89.30
                        
                        
                        $
                        67.35Realized
      residue gas sales price ($/MMBtu)
                        
                        $
                        4.42
                        
                        
                        $
                        6.24
                        
                        
                        $
                        7.34
                        
                        
                        $
                        6.21Realized
      gross processing spread ($/MMBtu)
                        
                        $
                        9.15
                        
                        
                        $
                        7.14
                        
                        
                        $
                        7.47
                        
                        
                        $
                        5.21Capital
      expenditures - growth
                        
                        $
                        40.4
                        
                        
                        $
                        4.3
                        
                        
                        $
                        123.0
                        
                        
                        $
                        64.8Capital
      expenditures - maintenance
                        
                        $
                        7.2
                        
                        
                        $
                        7.3
                        
                        
                        $
                        23.2
                        
                        
                        $
                        19.0Natural Gas PipelinesNet
      margin
                        
                        $
                        61.2
                        
                        
                        $
                        61.4
                        
                        
                        $
                        257.4
                        
                        
                        $
                        241.1Operating
      costs
                        
                        $
                        22.0
                        
                        
                        $
                        26.6
                        
                        
                        $
                        89.9
                        
                        
                        $
                        96.6Depreciation
      and amortization
                        
                        $
                        8.7
                        
                        
                        $
                        8.1
                        
                        
                        $
                        34.3
                        
                        
                        $
                        32.4Operating
      income
                        
                        $
                        30.5
                        
                        
                        $
                        26.7
                        
                        
                        $
                        133.2
                        
                        
                        $
                        112.2Equity
      earnings from investments
                        
                        $
                        17.2
                        
                        
                        $
                        17.2
                        
                        
                        $
                        66.7
                        
                        
                        $
                        62.5Natural
      gas transported (MMcf/d)
                        
                        
                        3,749
                        
                        
                        
                        3,639
                        
                        
                        
                        3,665
                        
                        
                        
                        3,579Average
      natural gas price
                          Mid-Continent
      region($/MMBtu)
                        
                        $
                        3.87
                        
                        
                        $
                        5.97
                        
                        
                        $
                        7.17
                        
                        
                        $
                        6.05Capital
      expenditures - growth
                        
                        $
                        94.8
                        
                        
                        $
                        42.3
                        
                        
                        $
                        241.0
                        
                        
                        $
                        123.6Capital
      expenditures - maintenance
                        
                        $
                        12.4
                        
                        
                        $
                        6.0
                        
                        
                        $
                        26.0
                        
                        
                        $
                        15.3Natural Gas Liquids Gathering and
      FractionationNet
      margin
                        
                        $
                        62.2
                        
                        
                        $
                        50.5
                        
                        
                        $
                        317.7
                        
                        
                        $
                        205.8Operating
      costs
                        
                        $
                        28.3
                        
                        
                        $
                        21.3
                        
                        
                        $
                        89.8
                        
                        
                        $
                        70.7Depreciation
      and amortization
                        
                        $
                        6.3
                        
                        
                        $
                        5.6
                        
                        
                        $
                        23.5
                        
                        
                        $
                        23.1Operating
      income
                        
                        $
                        27.7
                        
                        
                        $
                        23.6
                        
                        
                        $
                        204.4
                        
                        
                        $
                        112.0NGLs
      gathered (MBbl/d)
                        
                        
                        269
                        
                        
                        
                        267
                        
                        
                        
                        271
                        
                        
                        
                        248NGL
      sales (MBbl/d)
                        
                        
                        306
                        
                        
                        
                        259
                        
                        
                        
                        283
                        
                        
                        
                        231NGLs
      fractionated (MBbl/d)
                        
                        
                        356
                        
                        
                        
                        385
                        
                        
                        
                        373
                        
                        
                        
                        356Conway-to-Mont
      Belvieu OPIS average price differentialEthane($/gallon)
                        
                        $
                        0.12
                        
                        
                        $
                        0.07
                        
                        
                        $
                        0.15
                        
                        
                        $
                        0.06Capital
      expenditures - growth
                        
                        $
                        20.0
                        
                        
                        $
                        67.6
                        
                        
                        $
                        143.8
                        
                        
                        $
                        102.4Capital
      expenditures - maintenance
                        
                        $
                        12.3
                        
                        
                        $
                        12.7
                        
                        
                        $
                        25.7
                        
                        
                        $
                        21.2Natural Gas Liquids
    PipelinesNet
      margin
                        
                        $
                        44.2
                        
                        
                        $
                        29.5
                        
                        
                        $
                        132.8
                        
                        
                        $
                        81.6Operating
      costs
                        
                        $
                        12.9
                        
                        
                        $
                        12.4
                        
                        
                        $
                        55.1
                        
                        
                        $
                        29.0Depreciation
      and amortization
                        
                        $
                        5.9
                        
                        
                        $
                        4.1
                        
                        
                        $
                        17.1
                        
                        
                        $
                        13.1Operating
      income
                        
                        $
                        25.4
                        
                        
                        $
                        13.1
                        
                        
                        $
                        60.6
                        
                        
                        $
                        39.5Equity
      earnings from investments
                        
                        $
                        0.6
                        
                        
                        $
                        0.8
                        
                        
                        $
                        2.0
                        
                        
                        $
                        1.0NGLs
      transported (MBbl/d)
                        
                        
                        391
                        
                        
                        
                        305
                        
                        
                        
                        333
                        
                        
                        
                        299NGLs
      gathered (MBbl/d)
                        
                        
                        85
                        
                        
                        
                        71
                        
                        
                        
                        76
                        
                        
                        
                        61Capital
      expenditures - growth
                        
                        $
                        203.2
                        
                        
                        $
                        159.2
                        
                        
                        $
                        664.2
                        
                        
                        $
                        359.5Capital
      expenditures - maintenance
                        
                        $
                        3.2
                        
                        
                        $
                        2.0
                        
                        
                        $
                        6.7
                        
                        
                        $
                        4.0




-more-
 
 ONEOK
Partners Reports Record 2008 Earnings;
 Announces
Strong Fourth-quarter Results
 
 Feb.
23, 2009
 
 Page
16




ONEOK
      Partners, L.P. and SubsidiariesRECONCILIATION
      OF EBITDA NON-GAAP FINANCIAL MEASURESThree
      Months Ended
                                
                                Years
      EndedDecember
      31,
                                
                                December
      31,(Unaudited)
                                
                                2008
                                
                                
                                2007
                                
                                
                                2008
                                
                                
                                2007(Thousands
      of Dollars)Reconciliation
      of Net Income to EBITDANet
      income
                                
                                $
                                122,205
                                
                                
                                $
                                121,456
                                
                                
                                $
                                625,616
                                
                                
                                $
                                407,747Minority
      interests
                                
                                
                                73
                                
                                
                                
                                114
                                
                                
                                
                                441
                                
                                
                                
                                416Interest
      expense
                                
                                
                                43,375
                                
                                
                                
                                39,634
                                
                                
                                
                                151,056
                                
                                
                                
                                138,947Depreciation
      and amortization
                                
                                
                                34,382
                                
                                
                                
                                29,378
                                
                                
                                
                                124,765
                                
                                
                                
                                113,704Income
      taxes
                                
                                
                                5,632
                                
                                
                                
                                1,803
                                
                                
                                
                                12,335
                                
                                
                                
                                8,842Allowance
      for equity funds used during construction
                                
                                
                                (15,118
                                )
                                
                                
                                (5,852
                                )
                                
                                
                                (50,906)
                                
                                
                                
                                (12,538
                                )EBITDA
                                
                                $
                                190,549
                                
                                
                                $
                                186,533
                                
                                
                                $
                                863,307
                                
                                
                                $
                                657,118Natural
      Gas Gathering and Processing Reconciliation of Operating Income to
      EBITDAOperating
      income
                                
                                $
                                48,374
                                
                                
                                $
                                66,539
                                
                                
                                $
                                247,148
                                
                                
                                $
                                187,815Depreciation
      and amortization
                                
                                
                                13,452
                                
                                
                                
                                11,555
                                
                                
                                
                                49,883
                                
                                
                                
                                45,099Equity
      earnings from investments
                                
                                
                                8,836
                                
                                
                                
                                6,881
                                
                                
                                
                                32,825
                                
                                
                                
                                26,399Other
      income (expense)
                                
                                
                                (1,898
                                )
                                
                                
                                96
                                
                                
                                
                                (5,026)
                                
                                
                                
                                (67
                                )EBITDA
                                
                                $
                                68,764
                                
                                
                                $
                                85,071
                                
                                
                                $
                                324,830
                                
                                
                                $
                                259,246Natural
      Gas Pipelines Reconciliation of Operating Income to EBITDAOperating
      income
                                
                                $
                                30,480
                                
                                
                                $
                                26,652
                                
                                
                                $
                                133,188
                                
                                
                                $
                                112,212Depreciation
      and amortization
                                
                                
                                8,732
                                
                                
                                
                                8,134
                                
                                
                                
                                34,279
                                
                                
                                
                                32,380Equity
      earnings from investments
                                
                                
                                17,232
                                
                                
                                
                                17,212
                                
                                
                                
                                66,653
                                
                                
                                
                                62,487Other
      income (expense)
                                
                                
                                (1,292
                                )
                                
                                
                                87
                                
                                
                                
                                (3,275)
                                
                                
                                
                                117EBITDA
                                
                                $
                                55,152
                                
                                
                                $
                                52,085
                                
                                
                                $
                                230,845
                                
                                
                                $
                                207,196Natural
      Gas Liquids Gathering and Fractionation Reconciliation of Operating Income
      to EBITDAOperating
      income
                                
                                $
                                27,651
                                
                                
                                $
                                23,562
                                
                                
                                $
                                204,413
                                
                                
                                $
                                111,976Depreciation
      and amortization
                                
                                
                                6,297
                                
                                
                                
                                5,609
                                
                                
                                
                                23,485
                                
                                
                                
                                23,134Equity
      earnings from investments
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Other
      income (expense)
                                
                                
                                (1,691
                                )
                                
                                
                                (146
                                )
                                
                                
                                (4,420)
                                
                                
                                
                                (717
                                )EBITDA
                                
                                $
                                32,257
                                
                                
                                $
                                29,025
                                
                                
                                $
                                223,478
                                
                                
                                $
                                134,393Natural
      Gas Liquids Pipelines Reconciliation of Operating Income to
      EBITDAOperating
      income
                                
                                $
                                25,433
                                
                                
                                $
                                13,066
                                
                                
                                $
                                60,550
                                
                                
                                $
                                39,460Depreciation
      and amortization
                                
                                
                                5,897
                                
                                
                                
                                4,072
                                
                                
                                
                                17,097
                                
                                
                                
                                13,062Equity
      earnings from investments
                                
                                
                                559
                                
                                
                                
                                840
                                
                                
                                
                                1,954
                                
                                
                                
                                1,022Other
      income (expense)
                                
                                
                                (900
                                )
                                
                                
                                20
                                
                                
                                
                                (2,340)
                                
                                
                                
                                (133
                                )EBITDA
                                
                                $
                                30,989
                                
                                
                                $
                                17,998
                                
                                
                                $
                                77,261
                                
                                
                                $
                                53,411




-more-
 
 ONEOK
Partners Reports Record 2008 Earnings;
 Announces
Strong Fourth-quarter Results
 
 Feb.
23, 2009
 
 Page
17




ONEOK
      Partners, L.P. and SubsidiariesRECONCILIATION
      OF DISTRIBUTABLE CASH FLOW NON-GAAP FINANCIAL MEASURESThree
      Months Ended
                                    
                                    
                                    Years
      EndedDecember
      31,
                                    
                                    
                                    December
      31,(Unaudited)
                                    
                                    2008
                                    
                                    
                                    2007
                                    
                                    
                                    2008
                                    
                                    
                                    2007(Thousands of dollars, except per unit amounts)Reconciliation
      of EBITDA to Distributable Cash FlowEBITDA
                                    $
                                    190,549
                                    
                                    $
                                    186,533
                                    
                                    $
                                    863,307
                                    
                                    $
                                    657,118Gain
      on sale of assets
                                    
                                    (663)
                                    
                                    
                                    (15)
                                    
                                    
                                    (713)
                                    
                                    
                                    (1,950)Interest
      expense
                                    
                                    (43,375)
                                    
                                    
                                    (39,634)
                                    
                                    
                                    (151,056)
                                    
                                    
                                    (138,947)Maintenance
      capital
                                    
                                    (35,286)
                                    
                                    
                                    (28,146)
                                    
                                    
                                    (81,850)
                                    
                                    
                                    (59,589)Distributions
      to minority interests
                                    
                                    (79)
                                    
                                    
                                    (73)
                                    
                                    
                                    (302)
                                    
                                    
                                    (220)Equity
      earnings from investments
                                    
                                    (26,627)
                                    
                                    
                                    (24,933)
                                    
                                    
                                    (101,432)
                                    
                                    
                                    (89,908)Distributions
      received from unconsolidated affiliates
                                    
                                    26,917
                                    
                                    
                                    26,641
                                    
                                    
                                    118,010
                                    
                                    
                                    103,785Current
      income tax expense and other
                                    
                                    (1,394)
                                    
                                    
                                    (377)
                                    
                                    
                                    (9,184)
                                    
                                    
                                    (4,275)Distributable
      Cash Flow
                                    $
                                    110,042
                                    
                                    $
                                    119,996
                                    
                                    $
                                    636,780
                                    
                                    $
                                    466,014Distributions
      to General Partner
                                    
                                    (22,738)
                                    
                                    
                                    (16,172)
                                    
                                    
                                    (85,498)
                                    
                                    
                                    (58,469)Distributable
      Cash Flow to Limited Partners
                                    $
                                    87,304
                                    
                                    $
                                    103,824
                                    
                                    $
                                    551,282
                                    
                                    $
                                    407,545Distributable
      Cash Flow per Limited Partner Unit
                                    $
                                    0.96
                                    
                                    $
                                    1.25
                                    
                                    $
                                    6.17
                                    
                                    $
                                    4.92Distributions
      Declared per Limited Partner Unit
                                    $
                                    1.08
                                    
                                    $
                                    1.025
                                    
                                    $
                                    4.26
                                    
                                    $
                                    4.025Coverage
      Ratio
                                    
                                    0.89
                                    
                                    
                                    1.22
                                    
                                    
                                    1.45
                                    
                                    
                                    1.22Number
      of Units Used in Computation (Thousands)
                                    
                                    90,920
                                    
                                    
                                    82,891
                                    
                                    
                                    89,309
                                    
                                    
                                    82,891