Dan Harrison – VP, IR and Public Affairs John Gibson – Chairman and CEO Curtis Dinan – EVP, CFO and Treasurer Jim Kneale – President and COO

John Olson – Houston Energy Michael Blum – Wachovia Securities Ross Payne – Wachovia Securities Alison Herbert – RBC Capital Management Rebecca Followill – Tudor, Pickering, Holt & Co. Kathleen Vuchetich – WH Reaves & Co. Yves Siegel – Wachovia Capital Mark Easterbrook – RBC Capital Markets Louis Shamie – Zimmer Lucas Partners

Good day, ladies and gentlemen and welcome to the ONEOK and ONEOK Partners Second Quarter 2008 Earnings Conference Call. (Operator instructions) As a reminder, this conference is being recorded. I would like to introduce your host for today's conference, Mr. Dan Harrison. Sir, you may begin your conference.

Thank you. Good morning and welcome, everyone. As we begin this morning's conference call, I remind you that any statements that might include ONEOK, or ONEOK Partners’ expectations or predictions should be considered forward-looking statements, which are covered by the Safe Harbor provision of the Securities Acts of 1933 and 1934. It is important to note that actual results could differ materially from those projected in such forward-looking statements. For a discussion of factors that could cause actual results to differ, please refer to ONEOK's and ONEOK Partners’ filings with the Securities and Exchange Commission. And now, John Gibson, who serves as CEO of ONEOK, and Chairman, President and CEO of ONEOK partners. John?

Thanks, Dan and good morning, everyone. Thank you for participating in our call today and for your continued interest and investment in ONEOK and ONEOK Partners. Joining me today are Jim Kneale, President and Chief Operating Officer for ONEOK and ONEOK Partners and Curtis Dinan, Chief Financial Officer for both ONEOK and ONEOK Partners. Our agenda this morning is following a few opening remarks, Curtis will review ONEOK Partners' financial performance followed by Jim who will review the partnership's operating performance. Then we will return back to Curtis who will review ONEOK's financial performance and Jim will then review ONEOK's operating performance. Then I will make a few closing comments and conclude our call with a question and answer period. As indicated in our earnings news release yesterday, ONEOK had a strong second quarter with exceptional performance by the ONEOK Partners segment and solid results from the distribution segment. However, our energy services segment experience lower second quarter results, primarily as a result of lower transportation margins. ONEOK Partners’ second quarter results were up more than 60%, benefiting from higher realized commodity prices and increased processed volumes in the natural gas gathering and processing business. New supply connections and increased fractionation volumes drove the increases in our NGL gathering and fractionation business. And the incremental earnings from our North system, the NGL and refined petroleum products pipeline system we acquired last October benefited our NGL pipelines business. The distribution segment was up slightly in the second quarter as a result of the newly implemented capital and expense recovery mechanisms in Oklahoma. Jim will review each of the segment's second quarter results in more detail in a few minutes. First, let us take a more detailed look at ONEOK Partners. Curtis Dinan will review the financial highlights. Curtis?

Thank you, John. Good morning, everyone. ONEOK Partners delivered exceptional results in the second quarter. Net income increased 63% to $155 million or $1.46 per unit compared with $95 million or $0.97 per unit in the second quarter of 2007. Distributable cash flow increased to $177 million compared with $122 million in the second quarter of 2007. During the second quarter of 2008, all four of our segments showed improved results compared with 2007. Our natural gas gathering and processing segment had an exceptional quarter, benefiting primarily from strong commodity prices. For the balance of 2008, in the natural gas gathering and processing segment, we have hedged prices on 74% of our expected production on both NGLs and condensate at an average price of $1.38 per gallon. We have also placed hedges for the remainder of the year on 54% of our expected natural gas volumes at $9.35 per MMBTU. Looking forward to 2009, we have placed hedges on 30% of our expected NGL and condensate production at an average price of $2.22 per gallon. We review each product separately and are continually looking for opportunities to minimize commodity price risk. We use a combination of commodity specific swaps and over-the-counter basis swaps to hedge our commodity price exposure. I want to emphasize that we do not use crude oil futures to hedge our natural gas liquid sales, a practice commonly referred to as dirty hedges. The balance of the partnership's revenues is primarily fee-based, so hedging activities are limited to our natural gas gathering and processing segment. During the first half of 2008 the partnership has invested $504 million on growth capital projects, primarily for the Overland Pass Pipeline and related NGL infrastructure upgrades, the Arbuckle Pipeline, and the Guardian Pipeline extension. These investments have been financed with our revolving credit agreement and the equity offering completed in March of this year. With $76 million of cash on hand and approximately $850 million available under the revolving credit agreement at July 31, the partnership is well positioned to continue to fund its growth capital projects that will begin contributing incremental EBITDA later this year. This July, ONEOK Partners increased its quarterly distribution to an annualized rate of $4.24 per unit. This is our tenth consecutive distribution increase since the drop down of the ONEOK assets in April of 2006. During this period, the partnership has increased distributions by 33%, demonstrating our commitment to growing unit holder distributions. And lastly, we raised our 2008 net income guidance to the range of $5.20 to $5.60 per unit, an increase from our previous guidance of $4.10 to $4.60 per unit. We also raised the expected distributable cash flow to a range of $585 million to $625 million. These increases reflect the strong first half performance in all four segments, continued volume growth in both the natural gas and natural gas liquids businesses, and continued strong commodity prices. The average unhedged prices for 2008 were updated to $120 per barrel for crude oil, $1.65 per gallon for composite NGLs, and $9.20 per MMBTU for natural gas. But, as I mentioned, the majority of our commodity exposure in the partnership is hedged for the remainder of 2008. John, that concludes my remarks regarding the partnership's financials.

Thanks, Curtis. Now let's turn to Jim Kneale, ONEOK Partners’ President and Chief Operating Officer to discuss the partnership's operating performance. Jim?

Thanks, John, and good morning. As John and Curtis mentioned, the partnership had an outstanding second quarter. Let us review each of the business segments. The natural gas gathering and processing segment's second quarter operating income increased 65% and year-to-date results increased 76% compared with the same periods in 2007. Higher NGL crude oil and natural gas prices were the primary drivers of these increases. The segment also benefitted from higher throughput in 2008. Increased drilling activity continues to provide additional opportunities to replace natural production declines and for growth. So far this year, we have connected over 200 wells to our system, a 15% increase over the same period in 2007. Our contract mix by volume has remained relatively unchanged the past two years at 60% fee-based, 32% of proceeds, and 8% keep hold. We are pleased with the progress we have made in the restructuring of the contracts, providing a more stable earning stream while allowing upside potential, and we do not expect material changes to our existing mix in the future. As Curtis mentioned, we have also been proactive through hedging to minimize the risk associated with the commodity price volatility and provide for more predictable performance on both our percent of proceeds and keep hold contracts. The natural gas pipeline segment second quarter 2008 operating income results increased 50% and year-to-date results improved more than 20% compared with the same periods in 2007. The growth reflects an increase in transportation margins, which came primarily from higher throughput and the impact that higher natural gas prices had on our net retained fuel position. Storage margins also improved compared with the second quarter of 2007, due primarily to higher storage fees as a result of new and renegotiated contracts. Another contributing factor to the quarter's growth was lower operating costs, which decreased 17% from the same period last year, mainly due to lower ad valorem taxes and timing of operations and maintenance costs. This segment has begun construction on the guardian pipeline expansion in the Green Bay, Wisconsin. We are now estimating the cost to be in a range of $277 million to $305 million. As with any construction project of this magnitude, cost and completion dates are affected by a number of regulatory and environmental variables, in addition to factors such as weather, the amount of rock encountered, and increasing right of way cost. Changes in the right of way cost along the Guardian route are to some degree the result of rising corn and soybean prices, which have affected the value of the land. We will continue to keep you updated on our progress, but we currently anticipate the pipeline being in service by year-end. Now let us take a look at the two natural gas liquid segments, both of which had another outstanding quarter. The Natural Gas Liquids – Gathering & Fractionation segment's second quarter operating income increased 31% over the same period in 2007. Driving most of the increase was higher throughput from continued NGL supply growth in the midcontinent. 2008 second quarter results also benefited from wider regional NGL price differentials between Conway and Mont Belvieu, offset by narrow product prices differentials between iso and normal butane. Year-to-date results improved 36% compared with the same period in 2007. Again, the leading driver was increased throughput across the system. Volumes gathered increased 16% and volumes fractionated increased 14%. Also contributing to the earnings increase were wider regional NGL price differentials. Our continued focus on growing NGL supplies has led to higher asset utilization rates that now exceed 90%. This supply growth is one of the key drivers for our NGL storage fractionation and pipeline infrastructure expansion projects in Kansas and Oklahoma. In the second quarter of 2008, we completed most of these expansion projects. The cost increased slightly from the $216 million previously announced, mainly as a result of further increasing the capacity of the previously-idled Bushton, Kansas fractionator by an additional 30,000 barrels per day. Initially, we planned to increase the capacity of the fractionator from 80,000 to 120,000 barrels per day. However, due to increased demand, we increased the total capacity to 150,000 barrels per day. Costs were also slightly higher due to increases experienced in construction labor rates and material costs as well as delays from frequent heavy rainfall this spring. Also, as a part of these expansions, we have upgraded the storage at Bushton to accommodate additional ethane propane product and constructed 135-mile purity product distribution pipeline from the Bushton complex to our Medford, Oklahoma complex where product can be moved to Mont Belvieu, Texas through our existing and newly-expanded Sterling distribution pipeline. This increased infrastructure capacity, much of which is currently online, will accommodate our new NGL supplies from the Rockies as well as future growth in the midcontinent. Upon final completion of these projects in the third quarter of 2008, we will have increased our total fractionation capacity to 549,000 barrels per day, up from 399,000 barrels per day. Our Natural Gas Liquids Pipelines segment also had a great second quarter, with operating income increasing 18% over the same period in 2007 and NGL volumes transported increasing 35% over that same time. For the first half of 2008, operating income increased 39% and NGL volumes transported increased more than 40% or 89,000 barrels per day. Most of these increases are due to the addition of the 1,600-mile NGL and refined petroleum products pipeline system we acquired in October 2007 as well as continued supply growth that I previously talked about in our NGL gathering & fractionation segment. Now let us review the status of some of our largest projects in our natural gas liquids business. We continue to make progress on the construction of the Overland Pass Pipeline. We have completed approximately 730 of the 760 miles of the pipeline. As you may recall, the Wyoming office of the Federal Bureau of Land Management requested that we temporarily idle construction in certain restricted areas to accommodate the seasonal migration patterns of big game animals, the nesting activities of birds of prey, and the sage grouse habitat. As of August 1st, both the sage grouse and raptor restrictions have expired and construction in these restricted areas is now underway. However, we may continue to be affected in certain areas due to the potential presence of nesting birds. As the nesting activities run their natural course, we still expect to have much of the pipeline operational beginning in the third quarter with the remainder of the line coming on in the fourth quarter. The current total cost estimate for the Overland Pass is between $575 million and $590 million, reflecting the anticipated 10% cost increase caused by the delays that we mentioned during our conference call last quarter. Although our costs have increased, so have the throughput commitments, resulting in continued very favorable economics for this project. Overland Pass will provide much needed NGL take away capacity in the Rockies. Potential new development in the region continues to exceed our original expectations. The volumes committed to Overland Pass Pipeline are approaching 140,000 barrels per day, which includes the previously announced Williams commitment for 60,000 barrels, with growth prospects under development for up to an additional 60,000 more barrels per day over the next three to five years. We have previously mentioned our ability to expand the pipeline with minimal cost to 220,000 barrels per day; and after further engineering evaluation, we now have the capability to expand Overland Pass up to 255,000 barrels per day, with additional pump facilities. Construction of the Arbuckle Pipeline is well under way. In our last call, we mentioned timing and cost could be affected by factors such as the uncertainty of weather, right of way acquisitions and construction labor. Pipeline right of way costs have increased dramatically in the recent months as Barnett Shale development has increased with the demand and costs for easements to unprecedented levels. We recently completed negotiations with pipeline contractors, providing us with better visibility into the expected labor cost, compared with what we had estimated more than a year-and-a-half ago. To reflect these increased costs, we have updated the pipeline project estimate, which we now expect to be $340 million to $360 million. Much like Overland Pass, new processing plant development and the timing of NGL volumes coming online along Arbuckle are also exceeding our original estimates. While the pipeline is designed with a capacity to transport 160,000 barrels per day of unfractionated NGLs, it can be expanded to over 210,000 barrels per day with additional pump facilities. At the time of start up in 2009, we currently expect Arbuckle to be shipping approximately 65,000 barrels per day of dedicated NGLs to our Mont Belvieu fractionator and other facilities in the Texas Gulf Coast, with another 20,000 barrels per day expected from new plant dedications that are currently under negotiation. Based upon our current commitments and producers' projections of increased production, and indications of interest from NGL producers, we are projecting Arbuckle throughput to reach its maximum capacity of 210,000 barrels per day within the next three to five years as the development of new processing plants continue in Oklahoma, North Texas, and in the Barnett Shale. As Curtis mentioned, we are increasing the partnership's earnings and cash flow guidance for 2008. In addition to strong results in the first half of 2008 in all four business segments, we expect commodity prices to be higher than the levels we provided in our previous guidance, benefiting the natural gas gathering and processing and pipeline segments. As we have mentioned earlier, we have hedges in place for the rest of 2008 on the majority of our commodity exposure in the partnership. Higher commodity prices, combined with higher NGL throughput in our natural gas liquids gathering and fractionation segment will more than offset the impact of Overland Pass Pipeline coming on later than originally anticipated. Looking at the EBITDA projections for the growth projects that we have previously provided, the numbers have improved due to increased volume projections on several of the projects and moved around somewhat, primarily due to the delay in Overland Pass. The 2008 EBITDA projection has been reduced about $24 million due to the delay on Overland Pass, which is reflected in our revised 2008 guidance for the NGL pipeline segment. The projection for 2009 EBITDA for the growth project is unchanged at $260 million. The 2010 projection of $300 million is now estimated at $360 million, up 20%. We expect this number to grow in 2011 and beyond as NGL volumes continue to grow. Finally, I'd like to recognize the partnership's Mont Belvieu, Texas fractionator employees who were recognized last month by the Occupational Safety and Health Administration for achieving three years of excellence in employee health and safety. John, that concludes my remarks.

Thanks, Jim. Before we turn our focus to ONEOK, I'd like to make a few additional comments on the partnership's growth activities. As you've just heard, ONEOK Partners is continuing to make good progress on its internally-generated growth projects. And as I have mentioned before, we have identified a slate of new projects, not yet announced, that will require capital investments averaging $300 million to $500 million a year between 2010 and 2015. Managing these costs and schedules for these projects remain a top priority for me and the rest of the management team. I'd like to put the cost increases and delays that we have experienced on some projects into perspective. More than two years ago, we purchased the pipe for our three announced NGL pipeline projects – Overland Pass, the Piceance Lateral, and the Arbuckle Pipeline. This was a good decision for our company, as it enabled us to avoid the significant run up in steel prices that the industry has experienced and is facing today. In fact, we estimate this decision saved almost $100 million of additional capital costs. What we did not forecast correctly, however, was the increase in labor costs we have incurred since the Overland Pass and Arbuckle Pipeline projects were first planned and announced several years ago. And, as we have shared with you before, Overland Pass has also experienced some regulatory delays. These two factors alone have contributed to most if not all of the cost increases and start up delays on Overland Pass. In hindsight, we should have reacted more quickly at the beginning of the project to resolve a regulatory delay that affected the receipt of our initial permit; a delay that resulted in our having to construct portions of the pipeline during one of Wyoming's harshest winters in a generation. The delay in receiving our permit not only delayed our pipeline start up, it also added the additional labor costs associated with winter construction. So on Overland Pass, the lesson learned was to focus the necessary resources on the front end of the project to better understand both regulatory and wildlife issues. On Arbuckle Pipeline, the initial cost estimate was developed more than a year-and-a-half ago. We underestimated the magnitude of the labor cost increases we have experienced and the difficulty and cost of acquiring right of way in the Barnett Shale area near Forth Worth, where we have been buying easement by the foot rather than by the rod. While the steel cost increase did not affect the cost of pipe for Arbuckle, these increases did have an effect on the cost of valves and fittings. Both Overland Pass and Arbuckle are still economically attractive projects, provide a much-needed service for producers and processors, and are key to our growth in the NGL sector. Even with these increased costs, these projects remain very attractive investments, principally because of the hard work and tenacity of our commercial teams as they have secured more NGL volumes that will flow earlier than we initially anticipated. This has allowed us to expand the capacity of and throughput commitments on these two pipelines to offset the increased costs and avoid any adverse effect on either project's economics, while again, meeting the needs of our customers. These current announced projects still provide us with attractive returns at an equivalent multiple of EBITDA of six times or better; or said another way, an unlevered pre-tax return on invested capital in the range of 12% to 14%. As Jim mentioned, the timing of the EBITDA from these projects has shifted somewhat with 2010 EBITDA expected to be approximately 20% higher to $360 million from $300 million. And EBITDA from these projects will continue to ramp up beyond 2010. Now let us turn our focus to ONEOK, where Curtis will review the second quarter financial highlights. Curtis?

Thanks, John. ONEOK's net income in the second quarter of 2008 was $42 million or $0.39 per diluted share, a 19% increase compared with net income of $35 million or $0.31 per diluted share in 2007. As Jim will discuss in more detail, the distribution segment’s operating income was comparable with 2007, while energy services’ operating income was lower than expected, primarily as a result of reduced transportation margins. As previously stated, our ONEOK Partners segment performed very well during the quarter. Following the partnership's recent distribution announcement, its annualized distribution has increased by $0.24 per unit when compared with what was paid a year ago. This distribution increase results in an additional $10.2 million of annual cash flow from the limited partner units that ONEOK owns. Also compared with one year ago, the incentive distributions ONEOK receives as general partner have increased by $26 million annually. Furthermore, with the growth and earnings anticipated at ONEOK Partners as a result of the current slate of growth projects, we expect future distribution increases at the partnership, which will continue to create earnings and cash flow growth for ONEOK. Standalone cash flows from operations, excluding the effects of working capital, exceeded capital expenditures and dividends by $95 million for the first half of 2008. For the full year of 2008, we anticipate that free cash flows will be in the $180 million to $200 million range, giving us additional investment flexibility. ONEOK ended the second quarter with approximately $680 million of commercial paper outstanding, and approximately $570 million of natural gas in storage. With the increase in natural gas prices, we have experienced an increase in margin calls related to our hedges used in our energy services segment. Additionally, as we inject gas in storage for use in the upcoming heating season, and hedge our transportation positions, we expect our working capital requirements to increase compared with prior years. To provide the liquidity to meet these higher working capital demands, we have secured a $400 million, 364-day credit agreement effective today. The 364-day credit agreement, combined with our existing $1.2 billion credit facility, will be used to support our commercial paper program. Based on current prices and the amount of gas we have already injected in storage, we expect that our working capital needs for the upcoming heating season to peak at approximately $1.3 billion to $1.4 billion during the first quarter of 2009. We have received inquiries recently from various stakeholders regarding our exposure to the bankruptcy filing by Sim Group and certain of its subsidiaries. These inquires have centered on reports listing ONEOK and ONEOK Partners as creditors of Sim Group. ONEOK Partners has sold condensate and natural gas liquids products to Sim Group in the ordinary course of business and ONEOK has provided nominal natural gas utility services to various Sim Group locations. The receivables from product sales are secured by letters of credit issued by double-A rated National Bank. Net of these letters of credit, we do not expect ONEOK or ONEOK Partners to have a material exposure to Sim Group. Our limited financial exposure to Sim Group is a direct result of the diligence of the employees in our credit group and the established policies and procedures we follow. We remain diligent in our credit review practices and have also reduced our credit exposures to other counter parties where we felt prudent. And lastly, we have increased ONEOK's net income guidance for 2008 and narrowed the range to $2.90 to $3.10 per diluted share from the previous guidance of $2.75 to $3.15 per diluted share. The distribution segment's operating income guidance increased slightly to reflect its strong performance in the first half of 2008. We have lowered the operating income guidance of our energy services segment as a result of lower than expected transportation, storage, and marketing margins. And, as we have discussed, our ONEOK Partners segments' operating income guidance has increased, bringing additional earnings and cash flow to ONEOK. John, that concludes my remarks.

Thank you, Curtis. And now Jim Kneale will review ONEOK's operating performance. Jim?

Thanks, John. I've already talked about the ONEOK Partners segments, so let us start with energy services. As Curtis mentioned, earnings from this segment were below our expectations. We experienced an operating loss of $4.4 million during the second quarter, compared with income of $10.2 million in the same period last year. As we have talked about in the past, the energy services segment typically experiences a seasonal earnings pattern that follows the profile of our largest customers, the LBCs, which experience higher earnings the first and fourth quarters and lower earnings in the second and third quarters. We continue to sign up additional 2008, 2009 winter season no notice peaking contracts with our LDC customers, who see tremendous value in this service. We expect our contracted service commitments to meet or exceed last year's. However, as we have stated before, this business is not immune to this challenging pricing environment. Our second quarter earnings decrease was primarily driven by the contraction of the transportation basis differential between the Rocky Mountain and midcontinent regions. Although we had most of this basis hedged to provide a little more color, the market basis differential was $0.62 in this just completed second quarter versus $2.72 in the same period last year. Transportation margins account for a little more than a quarter of our operating income on an annual basis. Also, during the second quarter, there was little price volatility despite the significant rise in the value of natural gas. Natural gas volatility in the quarter averaged less than 40%. The continual rise in prices during the quarter provided us very low opportunity to optimize around our least asset positions, similar to what we experienced in the first quarter. So far, the third quarter has shown some increase in volatility, which may provide us with some optimization opportunities. Summer to winter storage spreads have also remained narrow. For example, the September to December 2008 NYMEX storage spreads are in the $0.90 range. As a result, we have lowered our four-year earnings guidance in the segment to $142 million. This guidance contemplates that storage spreads will widen later in the year to the $1.50 to $1.80 per MCF range and that natural gas price volatility will also increase to a more historical level. Although we are disappointed with the results this quarter, we understand the reasons behind them and are encouraged with our growing no notice contract portfolio. Now let us talk about the distribution segment. The distribution segment delivered solid results for the quarter as margins increased and we successfully managed operating costs. Second quarter retail volumes reflected seasonal consumption patterns and were down slightly compared with the prior year. Year-to-date retail volumes were consistent with last year and transportation volumes increased for both the quarter and year-to-date period because of addition of new customers and increased usage. Our rate mechanisms continue to provide earning stability through timely capital and expense recovery. The Oklahoma capital recovery mechanism, effective in March of this year, contributed approximately $2.3 million in margins for the quarter and is projected to contribute $7.6 million in total for 2008. We continued to execute our strategy of filing smaller, more frequent rate recovery mechanisms. On July 30th, we requested approval from the Oklahoma Corporation Commission to recover an additional $5 million annually for incremental capital investments. If approved as proposed, this capital recovery mechanism will contribute $12.6 million of annual margin in the future. Also in July, the Oklahoma Corporation Commission approved an expense recovery mechanism that will allow collection of an additional $7.2 million for pipeline integrity management costs that we had previously incurred and deferred. Operating results in Texas improved due to the benefit of the $3.1 million annual rate settlement in our El Paso jurisdiction, along with one month's benefit of the South Texas rate case. During the quarter, we filed a $1.1 million application for capital recovery in El Paso, accompanied by capital recovery and cost of service adjustments in some of our smaller Texas jurisdictions. While our bad debt levels are trending favorably in comparison with regional and national industry benchmarks, we are taking additional proactive measures to minimize future bad debt cost, given the projections of higher commodity prices this winter. Actions underway include a risk mitigation strategy that incorporates education, customer programs, and regulatory and operational initiatives. We already have fuel-related bad debt recovery mechanisms that cover the Kansas jurisdiction, our coldest territory, and some of our Texas jurisdictions, our warmest territories. And yesterday, we filed for fuel-related bad debt recovery in Oklahoma, our largest service territory. Our integrated strategy in the distribution segment focused on rates, cost control, and growth through efficient capital investment has continued to deliver positive results, and we remain committed to that strategy. On a final note, we are pleased to be recognized as leading performers in the 2008 American Gas Association Operations Best Practices Benchmarking Program for emergency response. All three of our utilities ranked in the top quartile, demonstrating our continued commitment to safety and operational excellence. John, that concludes my remarks.

Thanks, Jim. Before opening it up to questions, let me make just a few additional comments. As discussed, we have updated and increased both ONEOK and ONEOK Partners’ 2008 earnings and guidance. The increases reflect the strong first half performance of ONEOK Partners and the expectation that the partnership will continue to benefit from volume growth in both natural gas and natural liquids businesses as well as the continuing strong commodity prices, which even though currently lower than the earlier highs this year, are still expected to be significantly higher than last year's levels. We are also raising guidance for distribution, reflecting our strong first half performance in this segment, but are lowering energy services guidance to reflect the lower first half performance and the lower storage transportation and marketing margins we anticipate for the balance of the year. Although it is typical for this segment to experience lower earnings in the second and third quarters, we have and we will continue to review this segment's performance, particularly the impact that lower natural gas price volatility and seasonal storage differentials will have on its future earnings potential. One final note on energy services, the employees in this business have performed exceptionally and have not been content to just accept the market conditions we are experiencing. They are conducting a thorough review of all aspects of the business, looking for opportunities to mitigate the adverse market conditions and build a better and stronger business. ONEOK's updated guidance also illustrates the benefits that ONEOK receives from its general partner and its 47.7% interest in ONEOK Partners. Our interests are clearly aligned, demonstrating that ONEOK Partners is ONEOK's growth vehicle. We are pleased with the quarter's performance and as our increased guidance indicates, very confident that we are well positioned to maintain that momentum and continue to grow in the future. Our success this quarter and year in and year out is the result of the contributions and commitment of our 4,500 plus employees. Without their hard work, our performance would not have been possible. My thanks to all of them. Operator, we are now ready for questions.

(Operator instructions) The first question is from John Olson from Houston Energy. John Olson – Houston Energy: Hello, gentlemen.

Hello, John. John Olson – Houston Energy: The – what I was interested in mainly is what the capital spending profile now looks like for 2008? And John or Jim, you mentioned the spending at OKS at $300 million to $500 million a year going out, but what does the overall profile look for '08, '09 and I know you can't be precise about '10, '11, and '12, but what kind of numbers are you looking at?

Curtis, do you want to answer that one?

Yeah. John, this is Curtis. John Olson – Houston Energy: Hi, Curtis.

Hi, how are you? John Olson – Houston Energy: Fine.

For the first part of 2008, I had mentioned the partnership had spent about $500 million in our growth capital. For the full year, we expect growth capital to be about $1.2 billion and with another $84 million of maintenance capital. So that leaves about $700 million of growth to be spent over the balance of 2008, and be spent fairly ratably. Looking out into 2009, I think we are in the $150 million to $200 million range at that point. And then as John mentioned, when we get into 2010 and beyond, it is the $300 million to $500 million range. John Olson – Houston Energy: Yeah. And that is for OKS. What about OKE, Curtis? Just the rest of it, the distribution in particular and whatever you are putting into what – what will you put into energy services in the way of capital spending?

We haven't changed our overall plan, which is $182 million for 2008. So far through the second quarter in distribution we have spent about $70 million. So – and the total plan for it for the full year is $170 million. It is pretty typical that we don't spend quite half in the first part of the year – that more of that type of spending is in the second half. It is pretty similar to the pattern we experienced in 2007. And then so – the total is $182 million, $170 million of it is in distribution. That leaves $12 million for corporate and energy services. John Olson – Houston Energy: Yeah. Right. And '09 and '10, was that number still a pretty good one for – in round numbers I know were $180 million, $200 million, $270 million, whatever.

Right. We have been pretty consistent about that $180 million number. John Olson – Houston Energy: Okay. Thank you very much.

Thank you.

Your next question is from Michael Blum from Wachovia. Michael Blum – Wachovia Securities: Hi. Good morning, everyone.

Hello, Michael. Michael Blum – Wachovia Securities: First John, I just wanted to make sure I heard you correctly. In terms of the expected returns on the organic projects at OKS, you essentially – what I heard you say is that you expect to get essentially the same sort of returns that you were going to get prior to the revisions to the CapEx. Is that correct?

That is correct. Michael Blum – Wachovia Securities: Okay. Thank you. Other questions were, in the processing segment, you talked about improved contract terms and you kind of alluded to the break out right now you have of contracts. What did you mean by improved contract terms?

Jim, you want to try – you want to answer that one?

Yeah. Michael, I think as an ongoing part of that business, contracts to gather and process gas, either they expire by their natural terms and you renew them or as you add new volumes, you – the current contracts might reflect terms and conditions that were different than your existing old portfolio. So you are continually trying to upgrade the returns that you get on that activity. Michael Blum – Wachovia Securities: So, for example, percent of proceeds contracts maybe you are getting a better cut.

Well, it could be that, it could be the fuel retained. I mean, there is a lot of conditions in those contracts; but yes, that is a good example. Michael Blum – Wachovia Securities: Okay. In the storage, in natural gas pipeline segment, you talked about your – the storage fees are going up? What is driving that increase in storage fees would you say?

Well, I think we have seen across the country, but even as – in our energy services business as they lease storage, just – storage has become more valuable in the marketplace generally across the country. And so, as contracts roll off or they can be renegotiated in the partnership who own storage, they take advantage of that and try to increase the fees to more reflect the current market. Michael Blum – Wachovia Securities: Okay. My last question, on the Fort Union gas gathering, you substantially increased the capacity there. Where do you stand in terms of utilization on that system right now?

Well, I – just generally Fort Union – the capacity expansion was in recognition that we would need more capacity. So I think right now it is about 1.2 BCF. It was about 700,000. So we have increased the capacity again to – as more supply becomes available up there. Michael Blum – Wachovia Securities: Thank you.

Your next question is from Ross Payne from Wachovia. Ross Payne – Wachovia Securities: How you doing, guys?

Hi. Ross Payne – Wachovia Securities: First question is on the energy services for OKE. Obviously, that was down somewhat year-over-year and you are expecting it to come back. Do you see any long-term impacts from Rex as it relates to the profitability of that division or not?

I think Rex has had an impact on differentials and I think, as has been demonstrated over time, the reduction of volatility or reduction in the basis differential should have an impact on energy services. Ross Payne – Wachovia Securities: Okay. Also on the natural gas storage, demand has gone up over the last several years. What is your expectation for one or two years from now? Is that trend continuing or for some reason would that shrink in some fashion?

Well, most of the contracts we enter into for storage are term – greater than one year. So we – and we stagger them, so we see the trend continuing to increase and because of the staggered terms and the longer terms, we will benefit from that and the partnership over time. Ross Payne – Wachovia Securities: Okay. And one last one, if Williams chooses to participate in Overland, any expectation on timing on that, or what does the contract allow for?

Well, as we have said before, the contract allows them to increase their ownership in Overland Pass for a period of two years after the pipeline begins its initial flow. Ross Payne – Wachovia Securities: Okay.

And to have the opportunity to increase it – and not to get too specific – up to 50% and it is a one-time shot and I can't tell you what they are thinking right now. You might ask them. Ross Payne – Wachovia Securities: Okay. So I mean you capture 100% of it for at least two years, okay.

No. No, that is not what I said. We don't capture – they have the option to increase their equity during that two-year period of time. Ross Payne – Wachovia Securities: Oh, okay.

If they choose not to, we capture 99%. If they choose to exercise on the other extreme, the option all the way to 50%, we would capture 50% – Ross Payne – Wachovia Securities: Okay.

– on Overland Pass, but we would capture 100% on all of our fully-integrated NGL infrastructure that we own 100%. Ross Payne – Wachovia Securities: Right, which is going to benefit in a huge way. Okay. All right. Thanks.

Yes, sir.

(Operator instructions) The next question is from Alison Herbert from RBC Capital Management. Alison Herbert – RBC Capital Management: Good morning.

Good morning. Alison Herbert – RBC Capital Management: I had a follow-up question please, in regards to storage at energy services. During the first quarter and during the earnings call, you had updated us that there were additional draws on storage beyond that, which was planned for by customers.

Okay. Alison Herbert – RBC Capital Management: And I wonder – you also mentioned during this call that there is increased working capital requirements, some of which is due to storage. Is there a way to quantify the impact of those draws during first quarter, if any, to – as you enter the second half of this year in terms of both current storage levels and costs associated with that?

You know, we had a bit of a transmission problem and I really didn't hear your question very well. Is there any chance that you might repeat that? Alison Herbert – RBC Capital Management: I apologize. Can you hear me better now?

Oh, I hear you much better. Alison Herbert – RBC Capital Management: Okay. Great. My apologies. My question was, in regard to storage at energy services, during first quarter you had updated us that there were additional draws on storage beyond those, which were planned during the winter by customers. And during this call, you had updated us that there are also increased working capital requirements, some of which were due to storage needs. I wonder if there is any impact or implication of those additional draws from first quarter as you enter the second half of this year, both in terms of current storage levels as well as any associated cost.

Well, yeah. I think Jim can answer that. Thank you for repeating that question, by the way. Alison Herbert – RBC Capital Management: My apologies.

No. That's okay.

Let me take a shot at that and if I don't answer your question, let me know, because maybe I still am off base. Yes, our amount of storage – gas and storage coming into the first quarter of '08 was lower than – was about normal, a little lower than normal. And then with the colder January and February, we had larger pulls than typically. So when we got out of the heating season, our gas in storage was a bit below maybe historically where we have been, but definitely not below where we have been in certain years. Now, as we have entered the injection season, if you look at the amount of gas in storage right now and compare – in our storage at energy services – compared to a year ago, we are below where we were, but that is on purpose. And part of that is because of the high price environment we were in as little as two or three weeks ago. We were delaying injections hoping and maybe forecasting that you might have a pull back in price. We still have adequate time to fill our storage for this coming winter and we are in the process of doing that. In terms of working capital, the gas price is a little higher than probably it was last year, not as high as it looked like it was going to be a month ago. With the additional capacity on our credit facility that Curtis talked about, we feel like we have more than adequate capacity to fund and carry the fill of storage coming into this winter season. So, did I answer your question? Alison Herbert – RBC Capital Management: Yes you did. I appreciate that. Thank you very much.

The next question is from Rebecca Followill from Tudor, Pickering, Holt. Rebecca Followill – Tudor, Pickering, Holt & Co.: Good morning. Question for you on coverage ratios at one of Partners in light of a really good quarter and higher commodity prices and a lot of big projects finally coming online after a big CapEx spend.

And in your – okay. Rebecca Followill – Tudor, Pickering, Holt & Co.: And my question is what – my question is really – I mean how do you balance with commodity prices being so high and so coverage ratios are much greater, but you want a cushion there? And you have got some big projects coming along, how much of that's going to flow through to the unit holders?

Well, I think you have hit on the two things that we continue to look at as it relates to coverage. One of them is get the projects up and running. And that is very important for us. So we could be very aggressive and say that based on predictions we are going to revise our coverage. We are going to get the projects completed and flowing and earnings coming in the door. We will adjust accordingly. Second thing, as it relates to the high commodity prices, is we, as an industry, have talked about high commodity prices for some time. Some of us are waiting for them to come down, some of us are expecting them to go up, while others think they are going to stay the same. So as it relates to the impact on product pricing to coverage, we are also trying to determine a – take a longer-term view and its impact on coverage. I think Becca, the two of those are going to come together in our way of thinking approximately at the same time and we will then be able to, with much more confidence, address that coverage issue. But as we have said, as we continue to increase distributions and we are obviously aligned with our unit holders to increase those distributions, we will remain focused on looking for the opportunities. I mean that is why we have all these internal growth projects and we will continue to look for acquisitions so that we can grow them. I hope I answered your question, but if I didn't, come at me again. Rebecca Followill – Tudor, Pickering, Holt & Co.: Kind of sort of. I guess the question is, with these projects getting completed, you have been raising your distributions gradually and coverage ratios have been growing because the projects have not come online and because commodity prices have been higher. Can we expect a ramp up in the rate of distribution growth once new projects are up and running?

And what was commodity – the answer is yes, provided that those things happen. Yes. But we are not going to do that until we have some confidence amongst ourselves that that is going to happen. So I'm not committing to that, but I am stating that if those things do occur – Rebecca Followill – Tudor, Pickering, Holt & Co.: And commodity prices hang in there?

Yes. Rebecca Followill – Tudor, Pickering, Holt & Co.: Okay.

Then we look for the opportunity to further increase our distributions. Rebecca Followill – Tudor, Pickering, Holt & Co.: When you look at the minimum distributions that you would have, is there some floor in commodity prices that you use in looking at that? You say that I'm going to base this on if commodity prices fall – the $7 gas and $70 oil for example – I know I can still maintain my distribution.

Well, yes, we do do that. Rebecca Followill – Tudor, Pickering, Holt & Co.: Can you share the floor with us?

No. Rebecca Followill – Tudor, Pickering, Holt & Co.: Okay. I got to try. Thank you.

Rebecca? Rebecca Followill – Tudor, Pickering, Holt & Co.: Yes?

The one thing that I think maybe we need to focus on is that most of these projects are going to generate incremental EBITDA or revenue in the form of fees. And you know on the issue you are raising about commodity prices, we continue to try, and are successful, in increasing our exposure to fee and moving away from commodity. That is one of our strategies so that we can continue with confidence to increase our distribution. So there are floors, there are sensitivities that we do, but our overarching strategy inside the partnership is to move more towards fee, just for that reason. Rebecca Followill – Tudor, Pickering, Holt & Co.: So that it is not an issue, going forward.

Right. Rebecca Followill – Tudor, Pickering, Holt & Co.: Perfect. Thank you, guys.

Thank you.

Your next question is from Kathleen Vuchetich from WH Reaves. Kathleen Vuchetich – WH Reaves & Co.: Good morning. Jim commented that you were seeing increased no notice contracts. Do you need to add to storage capacity in order to serve those new customers? Or do you have adequate storage already in place?

Jim?

Kathleen, the short answer is no, we don't need to add capacity. Historically, if you recall, when we talk about this business, we generally have maybe 25% to 30% of our capacity isn't quote sold to customers for winter service for a number of reasons. One, if it gets really cold and we need more gas or if market opportunities present themselves. So we are continually adjusting that – well, I guess in addition we are continually adjusting that portfolio as storage leases roll off and looking at where we can add storage so it may be more strategic. So again, that is the longer answer to the short answer of no, we don't need to add capacity. Kathleen Vuchetich – WH Reaves & Co.: Okay. Are you considering releasing any of your storage capacity, Jim? Or are you pretty comfortable with the mix?

Well, Kathleen, I think at this point in time we are comfortable, but it rolls off. We have – they are staggered terms, so we have capacity rolling off all the time and every time that happens, the energy services team brings the decision of what – of leasing new capacity to the risk oversight committee to justify why we need it, what customers it is going to serve, and what the return is going to be. So that is an ongoing process. So it is just hard to project. I don't see it increasing significantly in the future unless we have a significant increase in no notice service. Kathleen Vuchetich – WH Reaves & Co.: Is the geographic mix where you want it, Jim?

At this point in time, yes. Kathleen Vuchetich – WH Reaves & Co.: Okay. The next question, are there assets for sale? Have you seen an increase in the number and quality of assets that are being offered to you all?

We have seen here just in the last month or so some increase in what I would call feelers, people that were predominantly investment bankers. They call you up and tell you that they understand this piece may be for sale or that piece; but nothing hard and fast. Kathleen Vuchetich – WH Reaves & Co.: Okay. And final question, has the financial liquidity issues of a lot of the banks impacted how you see liquidity in your gas trading operation?

Kathleen, I think I might point back to a comment Curtis made and it wasn't what we – our credit group looks at our counterparties that we trade with also. And throughout this process, we have actually cut back trading with some of those, because our credit group became concerned about how much we had. But overall, I'd say we are not having trouble executing trades. It is just really trying to pay really close attention, as we always have, to the financial capacity of those counterparties. Kathleen Vuchetich – WH Reaves & Co.: Okay. All right. Thanks so much, guys. I appreciate it.

Okay. Thank you, Kathleen.

The next question is from Yves Siegel from Wachovia Capital. Yves Siegel – Wachovia Capital: Yes, thanks. Good afternoon, everybody. I have one long question; hopefully I can ask it properly. And that is when you think of the distribution coverage ratio – and you answered the question – but can you also maybe put it into context of the capital markets today and the fact that by generating as much excess cash flow as you are generating that it does mitigate your financing needs going forward. So how does that sort of fit into the equation or does it fit into the equation? And then if you could tie that into the $300 million to $500 million of growth CapEx that you are contemplating over the 2010 to 2015 time frame and perhaps if you could speak to what kind of trends are you looking at as it relates to those projects? And are those projects quick turnaround projects or is it $1.5 billion pipeline that is going to take three years to build?

Yves, on your comment regarding distribution coverage ratio; that is an excellent point. I wish I would have thought of that Becca was on the phone. She asked a great question on that. But that too is something we consider is how are we going to continue to fund this growth? So part of this answer is for Becca as well, and that is that we have – when you look at how we have financed our growth we – we financed a lot of it from our cash flow from our business and we continue to do that. So if – it being how we fund growth does fit into the equation of our distribution coverage ratio, as it relates to the opportunities, the $300 million to $500 million in 2010, 2015, they are predominantly in our natural gas liquids business. There are some in natural gas; they are going to be more of the singles and doubles and less triples and home runs from – on a relative size. And the $300 million and $500 million per year does exclude what I would consider to be a large capital-intensive project, say the size of an Overland Pass. We candidly see some opportunities for things like that, but we don't have those at this time included in that $300 million to $500 million. Yves Siegel – Wachovia Capital: And John, can you just sort of speak to the trends that you are thinking about over the next five years that will allow or will present that type of opportunities? Is it sort of just extrapolating what we see today and thinking that those trends will continue? Or is there anything else that you may be thinking about?

Sure. Well, the trends are obviously driven by growth in natural gas liquids production. We are all aware of the tremendous opportunities on the natural gas side to move new natural gas reserves to market. But very much the same thing is true on the natural gas liquids side, where we are starting to finally see an increase overall in natural gas liquids production in the United States that all of that is showing up in different places. And what it is doing is we think longer-term putting pressure on the supply of both pipe and fractionation and storage and marketing services. And that is an area where we obviously have and we will continue to focus to grow. So if there is a signpost out there, it is natural gas liquids production, and then you can work backwards to second and third order effects; or said another way, things that drive the amount of NGL production and those are some of the things that we stay very, very close to. Yves Siegel – Wachovia Capital: And then the last question would be, would you anticipate that the returns would be comparable to what you are realizing today, or better, or worse?

Well, I would start out by saying comparable, but I also feel fairly confident that they are going to be better. Based on what I am seeing. But we have not announced any and – but I would say that is the trend. Yves Siegel – Wachovia Capital: Thank you so much.

You bet, Yves.

The next question is from Mark Easterbrook from RBC Capital Markets. Mark Easterbrook – RBC Capital Markets: Yes. Just a quick question, looking at the revised guidance for 2008, the – both the maintenance CapEx and the interest expense lines came down pretty substantially. Can you go into sort of what the driving factors are there? Was it just on maintenance CapEx that some of the projects – some of the maintenance was moved out to 2009? And that – maybe why the interest expense line came down substantially versus the previous guidance?

You bet, Mark. Curtis?

Yes. Mark, the interest expense is a couple of factors. One is that overall rates are a little bit lower than what we are experiencing than we originally had in our model; and then the second thing is just what we were talking about a few minutes ago, with the strong cash flows that we have had, our borrowings have actually been less in 2008 that we had originally anticipated. So, primarily those two factors are lowering the interest expense line. Jim can answer a little bit more of your question on the maintenance capital.

Yes, I think the – first, to put it in perspective, I think if you look at even our revised guidance for maintenance capital, it is up over the prior year. But we did lower the expected amount slightly for this year. And a lot of that has to do with when we put that budget together initially, we are predicting different things, and when you might have to overhaul this or do a turn around on this. And a lot of it has to do with flow that is going through it in time. And so often it can just be the – where those expenditures fall, and as we sat and looked at this budget, it just appeared that we won't need quite as much maintenance capital this year as we have – as we projected last December. Mark Easterbrook – RBC Capital Markets: So would it be fair to say that $84 million in maintenance CapEx for the year is a good run rate for next year too? Or would that maybe move up a bit?

No. I would say that is probably pretty close to what we are looking at. Again we continue to add new facilities and new lines so you could see that go up a little bit, but right now it looks like a pretty good number. Mark Easterbrook – RBC Capital Markets: Okay. Thanks.

Your next question is from Michael Blum from Wachovia. Michael Blum – Wachovia Securities: Hi. The question has been answered already. Thank you.

The next question is from Louis Shamie from Zimmer Lucas. Louis Shamie – Zimmer Lucas Partners: Hi. Excellent numbers, everybody. My congratulations.

Thank you, Louis. Louis Shamie – Zimmer Lucas Partners: I had a few questions. First off, concerning Williams' option on Overland Pass, what is the sensitivity to use that $360 million EBITDA number – they to exercise that getting of 2010?

I’m not quite sure I connected on that question. Try that on me again? Louis Shamie – Zimmer Lucas Partners: Sure. You guys have guided to $360 million of EBITDA from your capital projects in 2010, and I was just wondering if Williams were to exercise and let's say take the full amount – take the full 50% of Overland Pass, what would that number change to, that $360 million?

Jim, do you have that information?

Yeah. Louis, I think again we just redid those numbers. If I remember what I saw and what is in there, I think it would reduce that about $30 million a year, but again then you have to put in perspective, if they buy into that project, so we will get half – if they ramp up to 50% say, which is what that number is predicated on, that will give us a lot of capital return, which we either won't – and we wouldn't be in the capital market. So it either would be whether it was equity or debt. So you have got that offsetting factor that – and I just haven't run all those numbers, so I don't have that right now. Louis Shamie – Zimmer Lucas Partners: Yes. I agree with you that there is a major – excuse me – a major offset there. I just wanted a sense for what the EBITDA impact was. Does that include the Piceance lateral? The $30 million?

Yes. Louis Shamie – Zimmer Lucas Partners: Great. Okay. Other things I wanted ask about, through your natural gas pipeline segment, you had a very strong second quarter and you revised up numbers pretty significantly. Can we see that as a good run rate going forward into 2009 and beyond?

Yes. Louis, I think yes, but and it gets back to all the discussion on the distribution. Part of that increase is related to the retained fuel that we then turn around and sell into the market, which is natural gas, so there is somewhat of a commodity exception – I mean expectation in there, so that is part of the reason for the increase. But – and I don't have the percentage of what that is. Maybe – I just don't have it. But so, some of it will remain, some of it is subject to commodity price. Louis Shamie – Zimmer Lucas Partners: Okay. That is good. And in terms of the 2009 CapEx budget, has that changed at all? I think I thought you guys said something like $150 million to $200 million. What that gross plus maintenance or just gross?

I don't think it has changed, Louis. Louis Shamie – Zimmer Lucas Partners: Okay.

I can't think of anything that has caused it to change. Louis Shamie – Zimmer Lucas Partners: Okay. In terms of the GNP CapEx budget, that has increased since your last estimate, what is driving that? And what kind of returns do you expect from that increased CapEx?

Jim?

Well, what is driving it, as I mentioned in my remarks, our well connects in that segment all right up over last year significantly. And that is a result of all the drilling going on. As to returns on that capital, that is a number we haven't provided and I don't want to provide. But they are good returns. Louis Shamie – Zimmer Lucas Partners: Great. And then I guess as the last thing, I think that this was discussed on the call, but could you go over what the volume expectations are for the NGL projects? I guess Overland, and Piceance, and Arbuckle?

Yes. Louis, we covered those in our remarks. If you want – I hate to take time again. You might call Christy or Dan later and we could review that with you. Or – but it is in the transcript. Louis Shamie – Zimmer Lucas Partners: Okay. So I guess I'll just look to the transcript. Thanks for answering my questions.

Okay. Well, thank you, everyone. This concludes the ONEOK and ONEOK Partners call. As a reminder, our quiet period for the third quarter will start when we close our books in early October and will extend until earnings are released. We will provide a reporting date and conference call information for the third quarter at a later date. One other announcement, ONEOK and ONEOK Partners will hold their Annual Investor Day in New York on October 2nd. We will be sending a save-the-date email to everyone later this week, followed by a conference registration link later in August. Christy Williamson and I will be available throughout the day for follow-up questions. Thank you for joining us and good day.

Ladies and gentlemen, thank you for participating in today's conference. This concludes the program. You may now disconnect.