Exhibit
99.1










April
      29,
      2009
                        
                        
                        Analyst
      Contact:
                        Christy
      Williamson918-588-7163Media
      Contact:
                        Brad
      Borror918-588-7582




ONEOK
Partners Reports First-quarter 2009 Results;
 Reaffirms
2009 Earnings Guidance
 
 TULSA,
Okla. – April 29, 2009 – ONEOK Partners, L.P. (NYSE: OKS) today announced
first-quarter 2009 earnings of 85 cents per unit, compared with $1.48 per unit
for the first quarter 2008.  Net income attributable to ONEOK Partners
was $99.6 million in the first quarter 2009, compared with $145.0 million in the
same period in 2008.
 
 The
partnership also reaffirmed its 2009 limited partners’ net income per unit
guidance, announced on Feb. 5, 2009, in the range of $3.15 to $3.75 per
unit.  The partnership's distributable cash flow is still expected to
be in the range of $490 million to $550 million.
 
 “All of
our business segments turned in a solid operating performance during the first
quarter despite a challenging economic environment and significantly lower
commodity prices that mainly affected our natural gas gathering and processing
segment,” said John W. Gibson, chairman and chief executive officer of ONEOK
Partners.
 
 “We
continue to make progress on our $2 billion growth program, as several more
growth projects came on line during the quarter, with the remaining projects
scheduled to start up later this year,” Gibson said.  “We are already
realizing increased earnings from these projects and expect this growth in
fee-based earnings to continue over the next couple of years.
 
 “Also during the quarter, we issued
$500 million of long-term debt, enabling us to pay down our revolving credit
facility.  This long-term financing, combined with the lower projected
capital expenditures in 2009, enhances our financial flexibility,” Gibson
added.
 
 In the
first quarter 2009, cash flow, as measured by earnings before interest, taxes,
depreciation and amortization (EBITDA), was $184.3 million, compared with $208.2
million in the first quarter 2008.  Distributable cash flow (DCF) for
the first quarter 2009 was $134.6 million, or $1.23 per unit, compared with
$158.9 million, or $1.66 per unit, in the first quarter 2008.
 
 Operating
income for the first quarter 2009 was $124.8 million, compared with $150.5
million for the first quarter 2008.  First-quarter 2009 results
reflect lower realized commodity
  -more-
 
 ONEOK
Partners Reports First-quarter 2009 Results;
 Reaffirms
2009 Earnings Guidance
 
 April
29, 2009
 
 Page
2
  prices in
the partnership’s natural gas gathering and processing segment and narrower
natural gas liquids (NGL) product price differentials in the natural gas liquids
gathering and fractionation segment.  These decreases were partially
offset by improved results in the natural gas liquids pipeline segment, which
benefited from increased throughput due to new supply connections including
incremental volumes from the Overland Pass Pipeline, as well as increased
throughput from existing connections.
 
 FIRST-QUARTER 2009 SUMMARY
INCLUDES:
 
 ·
              Operating
      income of $124.8 million, compared with $150.5 million in the first
      quarter last year;
 ·
              Natural
      gas gathering and processing segment operating income of $39.8 million,
      compared with $59.1 million in the first quarter
  2008;
 ·
              Natural
      gas pipelines segment operating income of $32.6 million, compared with
      $31.7 million in the first quarter
2008;
 ·
              Natural
      gas liquids gathering and fractionation segment operating income of $30.0
      million, compared with $45.3 million in the first quarter
      2008;
 ·
              Natural
      gas liquids pipelines segment operating income of $22.3 million, compared
      with $13.8 million in the first quarter
2008;
 ·
              Equity
      earnings from investments of $21.2 million, compared with $27.8 million in
      the first quarter 2008;
 ·
              Capital
      expenditures of $192.5 million, compared with $267.1 million in the first
      quarter 2008;
 ·
              Placing
      the 119-mile Guardian Pipeline expansion and extension into service in the
      Green Bay, Wis., area in late
February;
 ·
              Placing
      the 125-mile D-J Basin Lateral Pipeline into service, connecting the
      Denver-Julesburg Basin with the Overland Pass
  Pipeline;
 ·
              Completing
      the expansion of the Grasslands natural gas processing facility in the
      Williston Basin;
 ·
              Completing
      a $500 million public offering of 10-year senior notes at a coupon of
      8.625 percent in March 2009;
 ·
              Having
      $436.7 million outstanding and $563.3 million available under the
      partnership’s revolving credit facility at March 31,
  2009;
 ·
              Declaring
      a quarterly cash distribution of $1.08 per unit payable on May 15, 2009,
      to unitholders of record as of April 30, 2009;
  and
 ·
              Naming
      Geoffrey A. Sands as vice president of environment, safety and health for
      ONEOK and ONEOK Partners.
 
 FIRST-QUARTER 2009 BUSINESS
UNIT RESULTS
 
 Natural GasGathering and Processing
Segment
  -more-
 
 ONEOK
Partners Reports First-quarter 2009 Results;
 Reaffirms
2009 Earnings Guidance
 
 April
29, 2009
 
 Page
3
  The
natural gas gathering and processing segment reported first-quarter 2009
operating income of $39.8 million, compared with $59.1 million in the first
quarter 2008.
 
 First-quarter
2009 operating income decreased $27.5 million due to lower realized natural gas,
NGL and condensate prices, partially offset by an $8.3 million increase due to
higher volumes processed and sold.
 
 Operating
costs were $31.8 million, compared with $33.1 million in the first quarter 2008,
primarily due to lower employee-related costs and lower chemical
costs.  Depreciation and amortization expense was $14.5 million,
compared with $11.7 million in the first quarter 2008, primarily as a result of
higher depreciation expense associated with the completed capital
projects.
 
 Equity
earnings from investments were $4.5 million, compared with $7.0 million in the
first quarter 2008, primarily due to decreased earnings from the partnership’s
various investments.
 
 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 EndedMarch
      31,2009
                        
                        
                        2008Percent
      of proceedsWellhead
      purchases(MMBtu/d)
                        
                        
                        60,496
                        
                        
                        
                        70,594NGL
      sales (Bbl/d)
                        
                        
                        5,040
                        
                        
                        
                        4,809Residue
      gas sales (MMBtu/d)
                        
                        
                        34,819
                        
                        
                        
                        36,607Condensate
      sales(Bbl/d)
                        
                        
                        2,095
                        
                        
                        
                        1,823Percentage
      of total net margin
                        
                        
                        50%
                        
                        
                        
                        58%Fee-basedWellhead
      volumes (MMBtu/d)
                        
                        
                        1,163,376
                        
                        
                        
                        1,191,801Average
      rate ($/MMBtu)
                        
                        $
                        0.28
                        
                        
                        $
                        0.26Percentage
      of total net margin
                        
                        
                        35%
                        
                        
                        
                        24%Keep
      wholeNGL
      shrink (MMBtu/d)
                        
                        
                        16,960
                        
                        
                        
                        23,515Plant
      fuel (MMBtu/d)
                        
                        
                        2,182
                        
                        
                        
                        2,488Condensate
      shrink(MMBtu/d)
                        
                        
                        1,755
                        
                        
                        
                        2,011Condensate
      sales (Bbl/d)
                        
                        
                        355
                        
                        
                        
                        407Percentage
      of total net margin
                        
                        
                        15%
                        
                        
                        
                        18%
  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 tables provide hedging information for the
remainder of 2009 and for 2010 for the natural gas gathering and processing
segment.
  -more-
 
 ONEOK
Partners Reports First-quarter 2009 Results;
 Reaffirms
2009 Earnings Guidance
 
 April
29, 2009
 
 Page
4
 
 Nine
      Months EndingDecember
      31, 2009Volumes
                                                      Hedged
                                                    Average
      Price
                                                    Percentage
                                                      HedgedNGLs
      (Bbl/d)
      (a)
                                                    
                                                    
                                                    5,981
                                                    
                                                    $
                                                    1.07
                                                    
                                                    /
      gallon
                                                    
                                                    69%Condensate
      (Bbl/d)
      (a)
                                                    
                                                    
                                                    1,410
                                                    
                                                    $
                                                    2.23
                                                    
                                                    /
      gallon
                                                    
                                                    68%Total
      (Bbl/d)
                                                    
                                                    
                                                    7,391
                                                    
                                                    $
                                                    1.29
                                                    
                                                    /
      gallon
                                                    
                                                    69%Natural
      gas (MMBtu/d)
                                                    
                                                    
                                                    8,159
                                                    
                                                    $
                                                    4.20
                                                    
                                                    /
      MMBtu
                                                    
                                                    45%(a)
      - Hedged with fixed-price swaps.
  Year
      EndingDecember
      31, 2010Volumes
                                                        Hedged
                                                      Average
      Price
                                                      Percentage
                                                        HedgedNGLs
      (Bbl/d)
      (a)
                                                      
                                                      
                                                      150
                                                      
                                                      $
                                                      1.54
                                                      
                                                      /
      gallon
                                                      
                                                      2%Condensate
      (Bbl/d)
      (a)
                                                      
                                                      
                                                      520
                                                      
                                                      $
                                                      1.54
                                                      
                                                      /
      gallon
                                                      
                                                      24%Total
      (Bbl/d)
                                                      
                                                      
                                                      670
                                                      
                                                      $
                                                      1.54
                                                      
                                                      /
      gallon
                                                      
                                                      6%Natural
      gas (MMBtu/d)
                                                      
                                                      
                                                      7,828
                                                      
                                                      $
                                                      5.71
                                                      
                                                      /
      MMBtu
                                                      
                                                      39%(a)
      - Hedged with fixed-price swaps.
  The
partnership currently estimates that a 1 cent per gallon decrease in the
composite price of NGLs 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 $0.7 million.  All of these sensitivities
exclude the effects of hedging and assume normal operating
conditions.
 
 Natural Gas Pipelines
Segment
 
 The
natural gas pipelines segment reported first-quarter 2009 operating income of
$32.6 million, compared with $31.7 million for the first quarter
2008.
 
 During
the quarter, operating income benefited primarily from higher natural gas
transportation margins, primarily as a result of the Guardian Pipeline expansion
and extension project going into service in late February 2009 and increased
retained fuel volumes, partially offset by the impact of lower natural gas
prices on retained fuel.
 
 Operating
costs were $20.2 million, compared with $23.6 million in the first quarter 2008,
primarily due to lower employee-related and general operating
costs.  Depreciation and amortization expense was $12.8 million,
compared with $8.4 million in the first quarter 2008, primarily as a result of
higher depreciation expense associated with the completed capital
projects.
  -more-
 
 ONEOK
Partners Reports First-quarter 2009 Results;
 Reaffirms
2009 Earnings Guidance
 
 April
29, 2009
 
 Page
5
  Equity
earnings from investments were $16.2 million, compared with $20.1 million in the
first quarter 2008, primarily due to lower subscription rates on the Northern
Border Pipeline, in which the partnership has a 50 percent
interest.
 
 Natural Gas Liquids
Gathering & Fractionation Segment
 
 The
natural gas liquids gathering and fractionation segment reported first-quarter
2009 operating income of $30.0 million, compared with $45.3 million for the
first quarter 2008.
 
 First-quarter
2009 results decreased $16.5 million due to reduced optimization margins from
narrower NGL product price differentials between the market centers in Conway,
Kan., and Mont Belvieu, Texas, and reduced marketing margins.  These
decreases were partially offset by a $6.4 million increase due to higher
gathering and fractionation volumes associated with new supply connections and
throughput from the Overland Pass Pipeline.
 
 Operating
costs were $22.8 million in the first quarter 2009, compared with $18.6 million
in the same period last year, primarily as a result of higher operating costs at
fractionation facilities, which included incremental operating expenses
associated with the recently expanded Bushton fractionator that began operation
in the third quarter of 2008.
  The
Conway-to-Mont Belvieu average price differential for ethane in the first
quarter 2009, based on Oil Price Information Service (OPIS) pricing, was 8 cents
per gallon, compared with 9 cents per gallon in the same period in
2008.
  Natural Gas Liquids
Pipelines Segment
  The
natural gas liquids pipelines segment reported first-quarter 2009 operating
income of $22.3 million, compared with $13.8 million for the first quarter
2008.
  First-quarter
2009 operating income benefited $8.9 million due to incremental margin from the
Overland Pass Pipeline, and $5.1 million due to increased volumes transported on
distribution pipelines, primarily from increased propane volumes due to cold
weather and increased natural gasoline volumes to serve diluent
markets.  The Overland Pass Pipeline began operations midway through
the fourth quarter 2008.
  Operating
costs were $15.6 million in the first quarter 2009, compared with $13.4 million
in the same period last year.  Depreciation and amortization expense
was $6.3 million, compared with $4.1 million in the first quarter
2008.  These increases were due primarily to incremental expenses
associated with the Overland Pass Pipeline.
  -more-
 
 ONEOK
Partners Reports First-quarter 2009 Results;
 Reaffirms
2009 Earnings Guidance
 
 April
29, 2009
 
 Page
6
  GROWTH
ACTIVITIES
 
 In the
first quarter 2009, the partnership completed another large pipeline project and
continued executing on the remaining projects in its approximately $2 billion
growth program that will be completed in 2009.  Following is a status
report on those projects:
 
 Natural Gas Liquids
      Projects
 
 In March
2009, the D-J Basin Lateral Pipeline, a 125-mile lateral pipeline connecting the
Denver-Julesburg Basin with the Overland Pass Pipeline, was placed into
service.  The lateral pipeline has capacity to transport as much as
55,000 barrels per day (bpd) of unfractionated NGLs.  The project cost
is expected to be at the low end of the previously provided range of $70 million
to $80 million.  In the second quarter 2009, volumes are expected to
reach 33,000 bpd on this lateral pipeline, with the potential for an additional
10,000 bpd in the next two years.
 
 In
November 2008, 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 bpd of
unfractionated NGLs.  The pipeline project cost approximately $575
million.  Overland Pass Pipeline Company is a joint venture with a
subsidiary of The Williams Companies, Inc.  Currently, approximately
60,000 bpd are flowing on Overland Pass, and the pipeline capacity can be
increased to approximately 255,000 bpd with additional pump
facilities.  By the end of the third quarter 2009 when the Piceance
Lateral Pipeline is in service, volumes are expected to be approximately 140,000
bpd on Overland Pass.
 
 In
October 2008, the partnership 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.  The pipeline will have the capacity to transport as much as
100,000 bpd of unfractionated NGLs.  Initial flow on this lateral
pipeline is expected to be approximately 37,000 bpd.
  The $395
million to $415 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 expected to go into service during the
second quarter of 2009.  As previously announced, the project costs
have increased based on higher costs and delays associated with right-of-way
acquisition and potential weather impacts, primarily anticipated spring rains in
wet low-lying areas.  The pipeline will have the capacity to transport
160,000 bpd of unfractionated NGLs, 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.
  -more-
 
 ONEOK
Partners Reports First-quarter 2009 Results;
 Reaffirms
2009 Earnings Guidance
 
 April
29, 2009
 
 Page
7
  Natural Gas
Projects
  In late
February 2009, the 119-mile Guardian expansion and extension project was placed
into service.  The capacity on the natural gas pipeline extension is
close to fully subscribed under 15-year agreements with two Wisconsin
utilities.  The project cost approximately $325
million.  The costs have increased from the previous estimate of $277
million to $305 million primarily as a result of higher costs associated with
delays due to weather and delivery of equipment.
  The
expansion of the partnership’s Grasslands natural gas processing facility in
North Dakota was placed into service in the first quarter 2009.  The
expansion increases natural gas processing capacity to approximately 100 million
cubic feet per day (MMcf/d) from its current capacity of 63 MMcf/d and increases
NGL fractionation capacity to approximately 12,000 bpd from 8,000 bpd.  The
estimated cost of the project is approximately $46 million.
 
 EARNINGS CONFERENCE CALL AND
WEBCAST
 
 ONEOK
Partners and ONEOK management will conduct a joint conference call on Thursday,
April 30, 2009, at 11 a.m. Eastern Daylight Time (10 a.m. Central Daylight
Time).  The call will also be carried live on ONEOK Partners’ and
ONEOK’s Web sites.
  To
participate in the telephone conference call, dial 866-259-6033, pass code
1350009, or log on to www.oneokpartners.com
or www.oneok.com.
  If you
are unable to participate in the conference call or the webcast, the replay will
be available on ONEOK Partners’ Web site, www.oneokpartners.com,
and 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
1350009.
 
 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 directly 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 news 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
  -more-
 
 ONEOK
Partners Reports First-quarter 2009 Results;
 Reaffirms
2009 Earnings Guidance
 
 April
29, 2009
 
 Page
8
  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 partnership.  ONEOK is one of the
largest natural gas distributors in the United States, and its energy services
operation focuses primarily on marketing natural gas and related services
throughout the U.S.
  For more
information about ONEOK Partners, L.P., visit:
www.oneokpartners.com.
 
 Some of
the statements contained and incorporated in this news release are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Exchange Act, as
amended.  The forward-looking statements relate to our anticipated
financial performance, management’s plans and objectives for our future
operations, our business prospects, the outcome of regulatory and legal
proceedings, market conditions and other matters.  We make these
forward-looking statements in reliance on the safe harbor protections provided
under the Private Securities Litigation Reform Act of 1995.  The
following discussion is intended to identify important factors that could cause
future outcomes to differ materially from those set forth in the forward-looking
statements.
 
 Forward-looking
statements include the items identified in the preceding paragraph, the
information concerning possible or assumed future results of our operations and
other statements contained or incorporated in this news release identified by
words such as “anticipate,” “estimate,” “expect,”
“project,”  “intend,” “plan,” “believe,” “should,” “goal,” “forecast,”
“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 of recovery of
      gas and gas transportation costs;
 ·
              the
      impact on drilling and production by factors beyond our control, including
      the demand for natural gas and 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;
  -more-
 
 ONEOK
Partners Reports First-quarter 2009 Results;
 Reaffirms
2009 Earnings Guidance
 
 April
29, 2009
 
 Page
9
  ·
              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 Oklahoma Corporation
      Commission (OCC), Kansas Corporation Commission (KCC), Texas regulatory
      authorities or any other local, state or federal regulatory body,
      including the Federal Energy Regulatory Commission
  (FERC);
 ·
              our
      ability to access capital at competitive rates or on terms acceptable to
      us;
 ·
              risks
      associated with adequate supply to our gathering, processing,
      fractionation and pipeline facilities, including production declines that
      outpace new drilling;
 ·
              the
      risk that material weaknesses or significant deficiencies in our internal
      control over financial reporting could emerge or that minor problems could
      become significant;
 ·
              the
      impact and outcome of pending and future
  litigation;
 ·
              the
      ability to market pipeline capacity on favorable terms, including the
      effects of:
 -
              future
      demand for and prices of natural gas and
NGLs;
 -
              competitive
      conditions in the overall energy
market;
 -
              availability
      of supplies of Canadian and United States natural gas;
  and
 -
              availability
      of additional storage capacity;
 ·
              performance
      of contractual obligations by our customers, service providers,
      contractors and shippers;
 ·
              the
      timely receipt of approval by applicable governmental entities for
      construction and operation of our 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
      Securities and Exchange Commission (SEC), which are incorporated by
      reference.
  -more-
 
 ONEOK
Partners Reports First-quarter 2009 Results;
 Reaffirms
2009 Earnings Guidance
 
 April
29, 2009
 
 Page
10
  These
factors are not necessarily all of the important factors that could cause actual
results to differ materially from those expressed in any of our forward-looking
statements.  Other factors could also have material adverse effects on
our future results.  These and other risks are described in greater
detail in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for
the year ended December 31, 2008.  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 First-quarter 2009 Results;
 Reaffirms
2009 Earnings Guidance
 
 April
29, 2009
 
 Page
11
 
 ONEOK
      Partners, L.P. and SubsidiariesCONSOLIDATED
      STATEMENTS OF INCOMEThree
      Months EndedMarch
      31,(Unaudited)
                                
                                2009
                                
                                
                                2008(Thousands
      of dollars, except per unit amounts)Revenues
                                
                                $
                                1,250,865
                                
                                
                                $
                                2,059,035Cost
      of sales and fuel
                                
                                
                                997,324
                                
                                
                                
                                1,790,510Net
      Margin
                                
                                
                                253,541
                                
                                
                                
                                268,525Operating
      ExpensesOperations
      and maintenance
                                
                                
                                77,679
                                
                                
                                
                                76,941Depreciation
      and amortization
                                
                                
                                39,940
                                
                                
                                
                                29,942General
      taxes
                                
                                
                                11,767
                                
                                
                                
                                11,141Total
      Operating Expenses
                                
                                
                                129,386
                                
                                
                                
                                118,024Gain
      (Loss) on Sale of Assets
                                
                                
                                664
                                
                                
                                
                                31Operating
      Income
                                
                                
                                124,819
                                
                                
                                
                                150,532Equity
      earnings from investments
                                
                                
                                21,222
                                
                                
                                
                                27,783Allowance
      for equity funds used during construction
                                
                                
                                9,003
                                
                                
                                
                                8,496Other
      income
                                
                                
                                391
                                
                                
                                
                                2,058Other
      expense
                                
                                
                                (2,046
                                )
                                
                                
                                (2,131
                                )Interest
      expense
                                
                                
                                (50,908
                                )
                                
                                
                                (38,529
                                )Income
      before Income Taxes
                                
                                
                                102,481
                                
                                
                                
                                148,209Income
      taxes
                                
                                
                                (2,871
                                )
                                
                                
                                (3,068
                                )Net
      Income
                                
                                
                                99,610
                                
                                
                                
                                145,141Net
      income attributable to noncontrolling interests
                                
                                
                                (19
                                )
                                
                                
                                (123
                                )Net
      Income Attributable to ONEOK Partners, L.P.
                                
                                $
                                99,591
                                
                                
                                $
                                145,018Limited
      partners’ interest in net income:Net
      income attributable to ONEOK Partners, L.P.
                                
                                $
                                99,591
                                
                                
                                $
                                145,018General
      partner’s interest in net income
                                
                                
                                (22,312
                                )
                                
                                
                                (19,705
                                )Limited
      Partners’ Interest in Net Income
                                
                                $
                                77,279
                                
                                
                                $
                                125,313Limited
      partners’ net income per unit
                                
                                $
                                0.85
                                
                                
                                $
                                1.48Number
      of Units Used in Computation (Thousands)
                                
                                
                                90,920
                                
                                
                                
                                84,454
  -more-
 
 ONEOK
Partners Reports First-quarter 2009 Results;
 Reaffirms
2009 Earnings Guidance
 
 April
29, 2009
 
 Page
12
 
 ONEOK
      Partners, L.P. and SubsidiariesCONSOLIDATED
      BALANCE SHEETSMarch
      31,
                            
                            
                            December
      31,(Unaudited)
                            
                            2009
                            
                            
                            2008Assets
                            
                            (Thousands
      of dollars)Current
      AssetsCash
      and cash equivalents
                            
                            $
                            1,129
                            
                            
                            $
                            177,635Accounts
      receivable, net
                            
                            
                            305,958
                            
                            
                            
                            317,182Affiliate
      receivables
                            
                            
                            20,896
                            
                            
                            
                            25,776Gas
      and natural gas liquids in storage
                            
                            
                            145,975
                            
                            
                            
                            190,616Commodity
      exchanges and imbalances
                            
                            
                            51,604
                            
                            
                            
                            55,086Derivative
      financial instruments
                            
                            
                            45,619
                            
                            
                            
                            63,780Materials
      and supplies
                            
                            
                            31,221
                            
                            
                            
                            22,956Other
      current assets
                            
                            
                            3,470
                            
                            
                            
                            5,220Total
      Current Assets
                            
                            
                            605,872
                            
                            
                            
                            858,251Property,
      Plant and EquipmentProperty,
      plant and equipment
                            
                            
                            5,981,885
                            
                            
                            
                            5,808,679Accumulated
      depreciation and amortization
                            
                            
                            903,282
                            
                            
                            
                            875,279Net
      Property, Plant and Equipment
                            
                            
                            5,078,603
                            
                            
                            
                            4,933,400Investments
      and Other AssetsInvestments
      in unconsolidated affiliates
                            
                            
                            747,990
                            
                            
                            
                            755,492Goodwill
      and intangible assets
                            
                            
                            674,620
                            
                            
                            
                            676,536Other
      assets
                            
                            
                            37,819
                            
                            
                            
                            30,593Total
      Investments and Other Assets
                            
                            
                            1,460,429
                            
                            
                            
                            1,462,621Total
      Assets
                            
                            $
                            7,144,904
                            
                            
                            $
                            7,254,272Liabilities
      and Partners’ EquityCurrent
      LiabilitiesCurrent
      maturities of long-term debt
                            
                            $
                            11,931
                            
                            
                            $
                            11,931Notes
      payable
                            
                            
                            436,700
                            
                            
                            
                            870,000Accounts
      payable
                            
                            
                            418,814
                            
                            
                            
                            496,763Affiliate
      payables
                            
                            
                            18,372
                            
                            
                            
                            23,333Commodity
      exchanges and imbalances
                            
                            
                            128,605
                            
                            
                            
                            191,165Accrued
      interest
                            
                            
                            77,659
                            
                            
                            
                            44,104Other
      current liabilities
                            
                            
                            36,249
                            
                            
                            
                            56,728Total
      Current Liabilities
                            
                            
                            1,128,330
                            
                            
                            
                            1,694,024Long-term
      Debt, excluding current maturities
                            
                            
                            3,083,876
                            
                            
                            
                            2,589,509Deferred
      Credits and Other Liabilities
                            
                            
                            57,596
                            
                            
                            
                            54,773Commitments
      and ContingenciesPartners’
      EquityGeneral
      partner
                            
                            
                            77,119
                            
                            
                            
                            77,546Common
      units: 54,426,087 units issued and
                              outstanding
      at March 31, 2009 and December 31, 2008
                            
                            
                            1,348,538
                            
                            
                            
                            1,361,058Class
      B units: 36,494,126 units issued and outstanding at
                              March
      31, 2009 and December 31, 2008
                            
                            
                            1,398,622
                            
                            
                            
                            1,407,016Accumulated
      other comprehensive income
                            
                            
                            45,206
                            
                            
                            
                            64,405Total
      ONEOK Partners, L.P. Partners’ Equity
                            
                            
                            2,869,485
                            
                            
                            
                            2,910,025Noncontrolling
      Interests in Consolidated Subsidiaries
                            
                            
                            5,617
                            
                            
                            
                            5,941Total
      Partners’ Equity
                            
                            
                            2,875,102
                            
                            
                            
                            2,915,966Total
      Liabilities and Partners’ Equity
                            
                            $
                            7,144,904
                            
                            
                            $
                            7,254,272
  -more-
 
 ONEOK
Partners Reports First-quarter 2009 Results;
 Reaffirms
2009 Earnings Guidance
 
 April
29, 2009
 
 Page
13
 
 ONEOK
      Partners, L.P. and SubsidiariesCONSOLIDATED
      STATEMENTS OF CASH FLOWS
                          
                          Three
      Months EndedMarch
      31,(Unaudited)
                          
                          2009
                          
                          
                          2008(Thousands
      of dollars)Operating
      ActivitiesNet
      income
                          
                          $
                          99,610
                          
                          
                          $
                          145,141Depreciation
      and amortization
                          
                          
                          39,940
                          
                          
                          
                          29,942Allowance
      for equity funds used during construction
                          
                          
                          (9,003
                          )
                          
                          
                          (8,496
                          )Gain
      on sale of assets
                          
                          
                          (664
                          )
                          
                          
                          (31
                          )Equity
      earnings from investments
                          
                          
                          (21,222
                          )
                          
                          
                          (27,783
                          )Distributions
      received from unconsolidated affiliates
                          
                          
                          25,187
                          
                          
                          
                          24,040Changes
      in assets and liabilities (net of acquisition and disposition
      effects):Accounts
      receivable
                          
                          
                          11,224
                          
                          
                          
                          81,852Affiliate
      receivables
                          
                          
                          4,880
                          
                          
                          
                          (11,277
                          )Gas
      and natural gas liquids in storage
                          
                          
                          44,641
                          
                          
                          
                          43,696Derivative
      financial instruments
                          
                          
                          (1,038
                          )
                          
                          
                          (5,709
                          )Materials
      and supplies
                          
                          
                          (8,265
                          )
                          
                          
                          (458
                          )Accounts
      payable
                          
                          
                          (65,065
                          )
                          
                          
                          (34,232
                          )Affiliate
      payables
                          
                          
                          (4,961
                          )
                          
                          
                          11,855Commodity
      exchanges and imbalances, net
                          
                          
                          (59,078
                          )
                          
                          
                          (27,038
                          )Accrued
      interest
                          
                          
                          33,555
                          
                          
                          
                          34,317Other
      assets and liabilities
                          
                          
                          (14,965
                          )
                          
                          
                          (13,746
                          )Cash
      Provided by Operating Activities
                          
                          
                          74,776
                          
                          
                          
                          242,073Investing
      ActivitiesChanges
      in investments in unconsolidated affiliates
                          
                          
                          3,362
                          
                          
                          
                          3,311Acquisitions
                          
                          
                          -
                          
                          
                          
                          2,450Capital
      expenditures (less allowance for equity funds used during
      construction)
                          
                          
                          (192,494
                          )
                          
                          
                          (267,058
                          )Proceeds
      from sale of assets
                          
                          
                          1,083
                          
                          
                          
                          72Cash
      Used in Investing Activities
                          
                          
                          (188,049
                          )
                          
                          
                          (261,225
                          )Financing
      ActivitiesCash
      distributions:General
      and limited partners
                          
                          
                          (120,932
                          )
                          
                          
                          (101,135
                          )Noncontrolling
      interests
                          
                          
                          (343
                          )
                          
                          
                          (74
                          )Borrowing
      (repayment) of notes payable, net
                          
                          
                          36,700
                          
                          
                          
                          (100,000
                          )Repayment
      of notes payable with maturities over 90 days
                          
                          
                          (470,000
                          )
                          
                          
                          -Issuance
      of long-term debt, net of discounts
                          
                          
                          498,325
                          
                          
                          
                          -Long-term
      debt financing costs
                          
                          
                          (4,000
                          )
                          
                          
                          -Issuance
      of common units, net of discounts
                          
                          
                          -
                          
                          
                          
                          443,579Contributions
      from general partner
                          
                          
                          -
                          
                          
                          
                          9,355Payment
      of long-term debt
                          
                          
                          (2,983
                          )
                          
                          
                          (2,981
                          )Cash
      Provided by (Used in) Financing Activities
                          
                          
                          (63,233
                          )
                          
                          
                          248,744Change
      in Cash and Cash Equivalents
                          
                          
                          (176,506
                          )
                          
                          
                          229,592Cash
      and Cash Equivalents at Beginning of Period
                          
                          
                          177,635
                          
                          
                          
                          3,213Cash
      and Cash Equivalents at End of Period
                          
                          $
                          1,129
                          
                          
                          $
                          232,805
  -more-
 
 ONEOK
Partners Reports First-quarter 2009 Results;
 Reaffirms
2009 Earnings Guidance
 
 April
29, 2009
 
 Page
14
 
 ONEOK
      Partners, L.P. and SubsidiariesINFORMATION
      AT A GLANCEThree
      Months EndedMarch
      31,(Unaudited)
                                      
                                      2009
                                      
                                      
                                      2008(Millions
      of dollars, except as noted)Natural Gas Gathering and
      ProcessingNet
      margin
                                      
                                      $
                                      86.1
                                      
                                      
                                      $
                                      103.9Operating
      costs
                                      
                                      $
                                      31.8
                                      
                                      
                                      $
                                      33.1Depreciation
      and amortization
                                      
                                      $
                                      14.5
                                      
                                      
                                      $
                                      11.7Operating
      income
                                      
                                      $
                                      39.8
                                      
                                      
                                      $
                                      59.1Equity
      earnings from investments
                                      
                                      $
                                      4.5
                                      
                                      
                                      $
                                      7.0Natural
      gas gathered (BBtu/d)
                                      
                                      
                                      1,163
                                      
                                      
                                      
                                      1,192Natural
      gas processed (BBtu/d)
                                      
                                      
                                      653
                                      
                                      
                                      
                                      624NGL
      sales (MBbl/d)
                                      
                                      
                                      41
                                      
                                      
                                      
                                      38Residue
      gas sales (BBtu/d)
                                      
                                      
                                      285
                                      
                                      
                                      
                                      277Realized
      composite NGL sales price ($/gallon)
                                      
                                      $
                                      0.66
                                      
                                      
                                      $
                                      1.33Realized
      condensate sales price ($/Bbl)
                                      
                                      $
                                      62.24
                                      
                                      
                                      $
                                      87.51Realized
      residue gas sales price ($/MMBtu)
                                      
                                      $
                                      3.59
                                      
                                      
                                      $
                                      7.40Realized
      gross processing spread ($/MMBtu)
                                      
                                      $
                                      6.59
                                      
                                      
                                      $
                                      7.43Capital
      expenditures - growth
                                      
                                      $
                                      25.5
                                      
                                      
                                      $
                                      23.4Capital
      expenditures - maintenance
                                      
                                      $
                                      3.3
                                      
                                      
                                      $
                                      3.1Natural Gas PipelinesNet
      margin
                                      
                                      $
                                      65.6
                                      
                                      
                                      $
                                      63.7Operating
      costs
                                      
                                      $
                                      20.2
                                      
                                      
                                      $
                                      23.6Depreciation
      and amortization
                                      
                                      $
                                      12.8
                                      
                                      
                                      $
                                      8.4Operating
      income
                                      
                                      $
                                      32.6
                                      
                                      
                                      $
                                      31.7Equity
      earnings from investments
                                      
                                      $
                                      16.2
                                      
                                      
                                      $
                                      20.1Natural
      gas transported (MMcf/d)
                                      
                                      
                                      4,200
                                      
                                      
                                      
                                      4,075Average
      natural gas price
                                        Mid-Continent
      region($/MMBtu)
                                      
                                      $
                                      3.44
                                      
                                      
                                      $
                                      7.18Capital
      expenditures - growth
                                      
                                      $
                                      17.2
                                      
                                      
                                      $
                                      20.9Capital
      expenditures - maintenance
                                      
                                      $
                                      0.2
                                      
                                      
                                      $
                                      1.3Natural Gas Liquids Gathering and
      FractionationNet
      margin
                                      
                                      $
                                      59.2
                                      
                                      
                                      $
                                      69.5Operating
      costs
                                      
                                      $
                                      22.8
                                      
                                      
                                      $
                                      18.6Depreciation
      and amortization
                                      
                                      $
                                      6.4
                                      
                                      
                                      $
                                      5.6Operating
      income
                                      
                                      $
                                      30.0
                                      
                                      
                                      $
                                      45.3NGLs
      gathered (MBbl/d)
                                      
                                      
                                      264
                                      
                                      
                                      
                                      250NGL
      sales (MBbl/d)
                                      
                                      
                                      380
                                      
                                      
                                      
                                      286NGLs
      fractionated (MBbl/d)
                                      
                                      
                                      465
                                      
                                      
                                      
                                      391Conway-to-Mont
      Belvieu OPIS average price differentialEthane($/gallon)
                                      
                                      $
                                      0.08
                                      
                                      
                                      $
                                      0.09Capital
      expenditures - growth
                                      
                                      $
                                      9.4
                                      
                                      
                                      $
                                      26.7Capital
      expenditures - maintenance
                                      
                                      $
                                      3.6
                                      
                                      
                                      $
                                      2.9Natural Gas Liquids
    PipelinesNet
      margin
                                      
                                      $
                                      44.2
                                      
                                      
                                      $
                                      31.3Operating
      costs
                                      
                                      $
                                      15.6
                                      
                                      
                                      $
                                      13.4Depreciation
      and amortization
                                      
                                      $
                                      6.3
                                      
                                      
                                      $
                                      4.1Operating
      income
                                      
                                      $
                                      22.3
                                      
                                      
                                      $
                                      13.8Equity
      earnings from investments
                                      
                                      $
                                      0.5
                                      
                                      
                                      $
                                      0.7NGLs
      transported-gathering lines (MBbl/d)
                                      
                                      
                                      163
                                      
                                      
                                      
                                      92NGLs
      transported-distribution lines (MBbl/d)
                                      
                                      
                                      445
                                      
                                      
                                      
                                      303Capital
      expenditures - growth
                                      
                                      $
                                      131.5
                                      
                                      
                                      $
                                      188.1Capital
      expenditures - maintenance
                                      
                                      $
                                      1.7
                                      
                                      
                                      $
                                      0.6
  -more-
 
 ONEOK
Partners Reports First-quarter 2009 Results;
 Reaffirms
2009 Earnings Guidance
 
 April
29, 2009
 
 Page
15
 
 ONEOK
      Partners, L.P. and SubsidiariesRECONCILIATION
      OF EBITDA NON-GAAP FINANCIAL MEASURESThree
      Months EndedMarch
      31,(Unaudited)
                                                
                                                2009
                                                
                                                
                                                2008(Thousands
      of dollars)Reconciliation
      of Net Income to EBITDANet
      income
                                                
                                                $
                                                99,610
                                                
                                                
                                                $
                                                145,141Interest
      expense
                                                
                                                
                                                50,908
                                                
                                                
                                                
                                                38,529Depreciation
      and amortization
                                                
                                                
                                                39,940
                                                
                                                
                                                
                                                29,942Income
      taxes
                                                
                                                
                                                2,871
                                                
                                                
                                                
                                                3,068Allowance
      for equity funds used during construction
                                                
                                                
                                                (9,003
                                                )
                                                
                                                
                                                (8,496
                                                )EBITDA
                                                
                                                $
                                                184,326
                                                
                                                
                                                $
                                                208,184Natural
      Gas Gathering and Processing Reconciliation of Operating Income to
      EBITDAOperating
      income
                                                
                                                $
                                                39,757
                                                
                                                
                                                $
                                                59,053Depreciation
      and amortization
                                                
                                                
                                                14,448
                                                
                                                
                                                
                                                11,757Equity
      earnings from investments
                                                
                                                
                                                4,466
                                                
                                                
                                                
                                                7,044Other
      income (expense)
                                                
                                                
                                                (777
                                                )
                                                
                                                
                                                (832
                                                )EBITDA
                                                
                                                $
                                                57,894
                                                
                                                
                                                $
                                                77,022Natural
      Gas Pipelines Reconciliation of Operating Income to EBITDAOperating
      income
                                                
                                                $
                                                32,622
                                                
                                                
                                                $
                                                31,714Depreciation
      and amortization
                                                
                                                
                                                12,793
                                                
                                                
                                                
                                                8,418Equity
      earnings from investments
                                                
                                                
                                                16,208
                                                
                                                
                                                
                                                20,061Other
      income (expense)
                                                
                                                
                                                (514
                                                )
                                                
                                                
                                                (560
                                                )EBITDA
                                                
                                                $
                                                61,109
                                                
                                                
                                                $
                                                59,633Natural
      Gas Liquids Gathering and Fractionation Reconciliation of Operating Income
      to EBITDAOperating
      income
                                                
                                                $
                                                29,975
                                                
                                                
                                                $
                                                45,287Depreciation
      and amortization
                                                
                                                
                                                6,413
                                                
                                                
                                                
                                                5,619Equity
      earnings from investments
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -Other
      income (expense)
                                                
                                                
                                                (995
                                                )
                                                
                                                
                                                (730
                                                )EBITDA
                                                
                                                $
                                                35,393
                                                
                                                
                                                $
                                                50,176Natural
      Gas Liquids Pipelines Reconciliation of Operating Income to
      EBITDAOperating
      income
                                                
                                                $
                                                22,295
                                                
                                                
                                                $
                                                13,813Depreciation
      and amortization
                                                
                                                
                                                6,284
                                                
                                                
                                                
                                                4,142Equity
      earnings from investments
                                                
                                                
                                                548
                                                
                                                
                                                
                                                678Other
      income (expense)
                                                
                                                
                                                (355
                                                )
                                                
                                                
                                                (424
                                                )EBITDA
                                                
                                                $
                                                28,772
                                                
                                                
                                                $
                                                18,209
  -more-
 
 ONEOK
Partners Reports First-quarter 2009 Results;
 Reaffirms
2009 Earnings Guidance
 
 April
29, 2009
 
 Page
16
  ONEOK
      Partners, L.P. and SubsidiariesRECONCILIATION
      OF DISTRIBUTABLE CASH FLOW NON-GAAP FINANCIAL MEASURESThree
      Months EndedMarch
      31,(Unaudited)
                      
                      2009
                      
                      
                      2008(Thousands
      of dollars, except per unit amounts)Reconciliation
      of EBITDA to Distributable Cash FlowEBITDA
                      
                      $
                      184,326
                      
                      
                      $
                      208,184Gain
      on sale of assets
                      
                      
                      (664
                      )
                      
                      
                      (31
                      )Interest
      expense
                      
                      
                      (50,908
                      )
                      
                      
                      (38,529
                      )Maintenance
      capital
                      
                      
                      (8,782
                      )
                      
                      
                      (7,926
                      )Distributions
      to noncontrolling interests
                      
                      
                      (343
                      )
                      
                      
                      (74
                      )Equity
      earnings from investments
                      
                      
                      (21,222
                      )
                      
                      
                      (27,783
                      )Distributions
      received from unconsolidated affiliates
                      
                      
                      33,331
                      
                      
                      
                      27,413Current
      income tax expense and other
                      
                      
                      (1,165
                      )
                      
                      
                      (2,373
                      )Distributable
      Cash Flow
                      
                      $
                      134,573
                      
                      
                      $
                      158,881Distributions
      to General Partner
                      
                      
                      (22,739
                      )
                      
                      
                      (19,075
                      )Distributable
      Cash Flow to Limited Partners
                      
                      $
                      111,834
                      
                      
                      $
                      139,806Distributable
      Cash Flow per Limited Partner Unit
                      
                      $
                      1.23
                      
                      
                      $
                      1.66Distributions
      Declared per Limited Partner Unit
                      
                      $
                      1.08
                      
                      
                      $
                      1.04Coverage
      Ratio
                      
                      
                      1.14
                      
                      
                      
                      1.59Number
      of Units Used in Computation (Thousands)
                      
                      
                      90,920
                      
                      
                      
                      84,454