Dan Harrison - VP of IR and Public Affair John W. Gibson - CEO of ONEOK, Inc. and Chairman and CEO of ONEOK Partners, L.P. James C. Kneale - President and COO of ONEOK, Inc. and ONEOK Partners, L.P. Curtis L. Dinan - Sr. VP, CFO and Treasurer of ONEOK, Inc. and EVP, CFO and Treasurer of ONEOK Partners, L.P. Terry Spencer - EVP of ONEOK and EVP, Natural Gas Liquids of ONEOK Partners, L.P. Pierce Norton - EVP ONEOK and EVP, Natural Gas of ONEOK Partners, L.P.

Louis Shamie - ZLP Rebecca Followill - Tudor, Pickering, Holt John Olson - Houston Energy Partners Dennis Coleman - Bank of America Rajul Aggarwal - Marathon Asset Management Yves Siegel - Aroya Capital Gracie Juan - JPMorgan

Good day, ladies and gentlemen, and welcome to the Third Quarter 2008 ONOEK and ONOEK Partners Earnings Conference Call. At this time all participants are in a listen-only mode. Later, there will be a question-and-answer session and instructions will follow at that time. [Operator Instructions]. As a reminder, this conference is being recorded. I would now like to introduce your host for today's conference, Mr. Dan Harrison. Sir, you may begin your conference. Dan Harrison - Vice President of Investor Relations and Public Affair: 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's 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 and CEO of ONEOK Partners. John? John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Thanks, Dan. Good morning, everyone, and thank you for joining us and for your continued interest and investment in ONEOK and ONEOK Partners. Here with 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. And also joining us will be is Terry Spencer and Pierce Norton who will be available to answer questions at the end of the call. During our previous conference calls, we have shared with you are plans and progress for growing both ONEOK and ONEOK Partners. And while execution of these plans has not been without challenges, we have and we will continue to do as we say and continue to meet or exceed our shareholders and our unitholders expectations. So while everyone's mind is on the issues of liquidity, commodity prices and other market uncertainties, it is important we think to provide perspective of how we will approach the future by acknowledging our actions and our successes of the past. So as we begin our call this morning, I'd like to review our more significant and recent accomplishments. Both ONEOK and ONEOK Partners had terrific quarters, ONEOK's net income more than tripling and ONEOK Partners more than doubling. The completion of Overland Pass Pipeline, the largest pipeline construction project in the company's history, is another significant accomplishment. NGL barrels are now being received at our fractionation facilities in the Mid Continent. A congratulations and thanks to all of the employees and contractors who helped us complete this very important project. Construction is also well underway on the other NGL and natural gas pipeline projects, as we wrap up $2 billion of internal growth projects which will provide ONEOK Partners and ONEOK with additional earnings next year. ONEOK Partners issued approximately $450 million in additional equity in March, with ONEOK, as general partner, purchasing almost two thirds of that total. And ONEOK continues to have an interest in purchasing additional ONEOK Partners units. These past accomplishments, combined with our strong liquidity position at both ONEOK and ONEOK Partners, positions us to face the challenges of the future, including the current financial market turmoil. As our news release stated, we increased our available cash at both ONEOK and ONEOK Partners, primarily by drawing down their respective revolvers. While we don't have an immediate need for the additional cash, we thought it prudent to have cash on hand in this current market. For ONEOK Partners, this means we will have more than ample cash to fully fund our capital requirement over the balance of 2008 and well into 2009. And our growth capital expenditures for 2009 are expected to be significantly lower than this year's. For ONEOK, we expect our working capital requirements to peak within the coming weeks when we will begin withdrawing natural gas from inventory and converting it to cash. And Curtis will be providing more details on the balance sheet in just a few minutes. So let's turn now to our third quarter results. ONEOK had a strong third quarter, thanks to an exceptionable performance by the ONEOK Partners segment, with as expected results from the distribution segment. The energy services segment experienced lower third quarter results due to continued lower storage and marketing margins, coupled by a natural gas inventory write-down to reflect the lower of cost or market as a result in the decline of natural gas prices. A bit later, I will address the actions we are taking to improve performance at energy services. As you know, ONEOK Partners is in the final stages of executing $2 billion of internally generated growth projects, which will contribute more that $250 million in earnings next year, benefiting not only the partnership, but also ONEOK. As we have highlighted in the past, we've identified a slate of new projects, not yet announced, which we estimate will require capital investments averaging $300 million to $500 million a year between 2010 and 2015. As we have always done, we will exercise a financial discipline regarding these new projects, meaning we will not move forward unless the economics make sense and create long-term value. Never has this discipline been more important than in today's capital markets. So, at this time, let's take a more detailed look at ONEOK Partners, and Curtis Dinan will now review the financial highlights. Curtis? Curtis L. Dinan - Senior Vice President, Chief Financial Officer and Treasurer of ONEOK, Inc. and Executive Vice President, Chief Financial Officer and Treasurer of ONEOK Partners, L.P.: Thank you, John. Good morning, everyone. Before I review the Partnership's financial results, I'd like to provide a little more detail on ONEOK Partners' liquidity position, which is excellent and more than adequate to meet our currently forecasted capital funding needs well into 2009. Through October the Partnership has invested approximately $950 million in growth capital projects during 2008. Based on our current forecast, we expect to invest an additional $250 million this year, bringing our total investment for the year to $1.2 billion. These investments have been financed with the Partnership's revolving credit agreement, the equity offering completed in March of this year, as well as the distributable cash we have retained during the first three quarters of the year. For the first nine months of 2008, we have generated $527 million in distributable cash and paid $332 million in distributions to our general partner and our unitholders. This excess cash flow of almost $200 million was used to fund capital expenditures, which reduced the amounts borrowed under our revolver. As John mentioned, since the end of the third quarter, we have increased our cash position by drawing down a portion of our $1 billion revolver. At the end of October, the partnership had $400 million of cash and $130 million of remaining capacity on its revolver. This exceeds our remaining planned capital investments in 2008, providing us with financial flexibility as we enter 2009 when we expect our growth capital expenditures to drop significantly to the $350 million to $375 million range from this year's expected $1.2 billion level. As a result, we do not anticipate the need to access the capital markets until the latter part of 2009. However, when market conditions become more favorable, we will be opportunistic as we have done in the past. In addition, ONEOK Partners has a general partner that has demonstrated its commitment and continues to express an interest in purchasing additional units, giving the partnership added financial flexibility. The bottom-line is that the partnership is in a very good cash position. Now turning to the Partnership's financial performance. ONEOK Partners delivered outstanding results in the third quarter. Net income increased more than 110% to $204 million or $1.97 per unit compared with $96 million or $0.98 per unit in the third quarter of 2007. In the third quarter, distributable cash flow increased nearly 80% to $191 million or $1.85 per unit compared with $107 million or $1.11 per unit in the third quarter of 2007. Once again, all four of our segments showed improved results compared with 2007. Jim will provide additional detail on each segment's performance in a few minutes. Our natural gas gathering and processing segment had an exceptionally strong quarter, benefiting primarily from strong commodity prices. During the current quarter, we have already seen already seen a pullback in commodity prices. However, the hedges that the gathering and processing segment has, will benefit the segment from price declines in the fourth quarter and into 2009. For the balance of 2008, the gathering and processing segment has hedged 63% of its expected production on both NGLs and condensate, at an average price of $1.37 per gallon. We have also placed hedges for the remainder of the year on 56% of our expected natural gas volumes at $9.61 per MMBtu. Looking forward to 2009, we have hedged 21% of our expected NGL and condensate production, at an average price of $2.35 per gallon. Hedges for 2009 NGL and condensate production have been reduced from the 30% we reported last quarter due to the discontinuation of hedging relationships with Lehman. This last October, ONEOK Partners increased its quarterly distribution to an annualized rate of $4.32 per unit. This is our 11th consecutive distribution increase since the dropdown of the ONEOK assets in April of 2006. During this period, the Partnership has increased distributions by 35%, demonstrating our commitment to growing unitholder distributions. And lastly, the Partnership raised its 2008 net income guidance to the range of $5.95 per unit to $6.15 per unit, an increase from its previous guidance of $5.20 to $5.60 per unit. The Partnership also raised the expected distributable cash flow to a range of $625 million to $655 million compared with the previous range of $585 million to $625 million. John, that concludes my remarks on the partnership's financials. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Thanks Curtis. Now Jim Kneale, ONEOK Partners President and Chief Operating Officer, will discuss the partnerships operating performance. Jim? James C. Kneale - President and Chief Operating Officer of ONEOK, Inc. and ONEOK Partners, L.P.: Thank you, John, and good morning, everyone. I'm going to review the performance of the Partnership's four segment and also update you on our growth projects. I'll start with our natural gas segment. The natural gas gathering and processing segment had another great quarter, with operating income increasing 43% over last year. This increase was driven by higher NGL, crude oil and natural gas prices, improved contract terms and increased volumes. Partially offsetting this increase were slightly higher operating costs. We have connected a record number of wells this year. Through September, we have connected about 330 wells to our system, a 25% increase over last year. As you are all aware and Curtis just mentioned, as the fourth quarter has gotten underway, we have seen a decrease in crude oil and natural gas prices and a corresponding drop in NGL prices, and it appears that these lower prices may continue into 2009. However, as Curtis also mentioned, we do have hedges on about two thirds of our NGL and condensate production for the remainder of 2008 and 20% in 2009. There has also been talk by producers about cutting their capital spending. Through October, we haven't seen a change in volumes or the number of rigs running in our areas. However, it is possible that if capital spending reductions are made by producers in the areas where we operate, they could have an impact in 2009. The natural gas pipeline segment's third quarter operating income increased 18% as compared with the same period in 2007. This increase came primarily from the impact that higher natural gas prices had on our retained net fuel position and slightly lower operating costs. Construction continues on our 119 mile Guardian Pipeline expansion into Green Bay, Wisconsin. At the end of October, we had essentially completed about 80% of the pipeline and over half of the compressor stations. We anticipate it to be in service by yearend and for construction costs to be within the range we previously provided of $277 million to $305 million. Now let's take a look at our natural gas liquids segments. The natural gas liquids gathering and fractionation segment's third quarter operating income more than tripled from the same period in 2007. Driving much of this $65 million increase were significantly higher price differentials between Conway and Mont Belvieu. The Conway to Mont Belvieu average opus price differential for ethane was $0.24 per gallon and it peaked at more than $0.40 as compared with last year's average of $0.05. We were able to benefit from these price differentials through the optimization of our assets, but we do not expect them to continue at those unusually high levels going forward. Also this quarter, we recorded a gain of about $13 million related to increased volumes attributable to measurement at our NGL storage caverns. From time to time, we empty storage wells, verify balances and record gains or losses. We also continue to benefit from higher throughput from the NGL supply growth in the Mid Continent. As a result of the completion of our gathering extension into the Woodford Shale development in Southern Oklahoma, two new processing plants were connected to our system during that quarter. Since we acquired Koch's NGL business in 2005, we have now added 19 plants to our system. We also saw increased operating cost in this segment in the quarter due to the start-up cost for the new Bushton fractionator, higher utilization at all of our fractionators and higher employ costs. Now looking at the natural gas liquids pipeline segment, they also had a solid third quarter with operating income increasing 23%. NGL volumes transported increased 47% or 106,000 barrels per day. The majority of this increase is due to the addition of the North System, a 1,600 mile NGL and refined petroleum products pipeline system that we acquired in October of 2007. Operating costs from this new system accounted for most of the increase in operating costs this quarter in this segment. As John already mentioned, in October we began flowing NGLs into the 760 mile Overland Pass Pipeline. My congratulations and thanks go out to the hundreds of employees and contractors who worked on this project and made it a success. We are moving about 30,000 barrels per day from Echo Springs, Wyoming to our Mid Continent infrastructure. Construction of the final pipeline segment from Echo Springs to Opal has been completed. We expect product to be flowing into the pipeline at Opal by mid-November and expect approximately 100,000 barrels per day to be flowing on Overland Pass by the end of the first quarter 2009. Final construction costs are still estimated to be within the range we previously provided of $575 million to $590 million. Now I want to review the status on a couple of the other larger projects in our NGL business. We've began construction on the 150 mile Piceance lateral pipeline. This pipeline will gather NGL production from two Williams processing plants and other plants currently under negotiation. Initial flow on the lateral is expected to be approximately 40,000 barrels per day. There was a delay in receiving approval of our construction permit from the Federal Bureau of Land Management, but we now have that permit. This pushes our expected in-service date back one quarter to the third quarter of 2009. This delay will lower our expected EBITDA in 2009, but does not affect the overall project economics and we still expect project costs to be between $110 million and $140 million. We have also begun construction on the D-J lateral pipeline. This 125 mile pipeline is designed to transport as much as 55,000 barrels per day from the D-J Basin in North Eastern Colorado to the Overland Pass Pipeline. Supply commitments are in place for 33,000 barrels per day of raw NGLs with growth potential for another 10,000 barrels per day in the next two years. We are working towards partial start-up of this pipeline by the end of the year and expect it to be completed in the first quarter of 2009. The estimated cost of this project remains $70 million to $80 million dollars. On the Arbuckle Pipeline, all required construction permits have been received and construction is underway. Approximately 80 miles of the 440 mile pipeline have been completed and we expect it to be in service in the first quarter of 2009. The project costs estimate is unchanged at $340 million to $360 million. As Curtis mentioned, we increased the Partnerships earnings and cash flow guidance for 2008. During the fourth quarter, the natural gas liquids gathering and fractionation segment will continue to benefit from the NGL product price differentials, although, as I indicated earlier, likely not at the levels we saw in the third quarter. The natural gas liquids pipeline segment will increase during the fourth quarter also as a result of the start-up of Overland Pass Pipeline. Although a large portion of our commodity exposure is hedged for the remainder of 2008, lower commodity prices will reduce our natural gas gathering and processing and natural gas pipeline segment's fourth quarter earnings. John, that concludes my remarks. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Thank you, Jim. Excuse me. Before I turn the call over to Curtis and Jim to review ONEOK's third quarter operating performance, I'd like to make a few comments about energy services, where we are and where we're headed. We are not satisfied with energy services results and lower earnings guidance. While this business generates attractive returns, we always understood that its earnings and working capital needs have swings to them. Although, these results in our lowered earnings guidance are a reflection of the market conditions, as Jim will explain further, we are working to limit this segment's exposure to those conditions, and the resulting uncertainty regarding its earnings. Let me highlight the changes we are making to reduce those earnings swings and volatility, in order to create more value for our shareholders and for our customers. We will continue to focus on our demand business, which is primarily with local distribution companies, keeping and growing those contracts with customers that create the most value, and letting those contracts that don't expire. We are evaluating our lease storage and transport positions, and will reduce or eliminate capacity that does not align with our core business of marketing natural gas to our customers. We remain committed to improving this business and we remain committed to our customers. As a result of our efforts, this segment will have more predictable and less volatile earnings and reduced working capital requirements, ultimately rewarding our shareholders and customers. These efforts are underway with the benefits of our efforts becoming more apparent next year. We remain focused on providing our customers with the quality service they expect from us, especially during the upcoming heating season. As I reflect on these challenges facing energy services, and in particular the earnings volatility, I see relevant similarities between it and our natural gas gathering and processing segment, earlier this decade. As you know, with that business, we recognized early on the need to reevaluate the business, which in that case, led to restructured contracts and the sale of certain assets, and we did all that. Today, the natural gas gathering and processing segment has significantly reduced its exposure to the natural gas processing spread and is less sensitive to downside market pressures, while being able to capture upside opportunities. This took time and a lot of hard work, but our unitholders, our shareholders and our customers are better for it. We are committed to doing the same with energy services and believe we have the right strategies in place to achieve this goal. Now, let's turn to Curtis Dinan, who will review ONEOK's third quarter financial highlights. Curtis? Curtis L. Dinan - Senior Vice President, Chief Financial Officer and Treasurer of ONEOK, Inc. and Executive Vice President, Chief Financial Officer and Treasurer of ONEOK Partners, L.P.: Thanks John. ONEOK's net income in the third quarter of 2008 was $58 million, or $0.55 per diluted share, more than tripling net income of $14 million, or $0.13 per diluted share in the third quarter last year. As previously mentioned, the ONEOK Partners segment had exceptional results, leading the way for ONEOK's strong third quarter performance and reinforcing the benefit that ONEOK partners provides to ONEOK in the form of both earnings and cash flow. Following the Partnership's recent distribution announcement, the annualized distribution increased by $0.28 per unit relative to a year ago. This distribution increase results in an additional $12 million of annual cash flow from the limited partner units that ONEOK owns. Also, compared with a year ago, the incentive distributions ONEOK receives as general partner have increased by $29 million annually. We expect a growth of EBITDA anticipated at ONEOK Partners as a result of the current slate of growth projects will provide the Partnership the opportunity to increase future distributions, creating additional earnings and cash flow growth for ONEOK. As Jim will discuss in more detail in a moment, the distribution segment's third quarter operating income was comparable with the same period in 2007. Energy services operating income was lower than expected, primarily as a result of lower storage and transportation margins, lower financial trading results and a net loss of $9.7 million related to a write-down of natural gas inventories to the lower of cost or market. ONEOK's standalone cash flows from operations excluding the effects of working capital exceeded capital expenditures and dividends by $62 million for the nine months in 2008. For the full year of 2008, we anticipate that free cash flows will be in the $160 million to $180 million range, giving us additional investment flexibility. As John mentioned, ONEOK increased its cash position during October by drawing down a portion of our revolvers to provide additional financial flexibility. As of October 31st, ONEOK had $335 million of cash and $120 million of remaining capacity on our two ONEOK revolvers, providing us with the financial flexibility we need to fund our working capital requirements. We also have approximately $915 million of natural gas in storage and expect to begin withdrawing and selling gas from storage during November as we enter the winter heating season, which will further increase our liquidity. ONEOK's current cash position, remaining capacity under our revolvers, the conversion of natural gas and storage to cash and our free cash flow put us in a strong liquidity position as we close out the year and enter 2009. A couple of additional items. We continue to receive inquiries regarding our exposure to financially-challenged firms. As we've previously stated, any exposure is not material. We remain diligent in our credit review practices and have reduce our credit exposures to counterparties, where we felt prudent. We've also received inquiries about investments in our pension plan, and given the recent performance of the market, if additional funding in 2008 or 2009 will be required. We are reviewing our plan assets and will complete our 2009 annual actuarial study soon after our December 31st plan measurement date. Like most other companies, we have experienced a decline in our pension plan assets. However, the discount rate used to calculate our projected benefit obligation has increased, which lowers our pension liability. The exact amount of contributions in expense for 2009 will not be known until we complete the annual review. However, for 2008, we are not required to make any additional contributions and we do not expect that our funding requirements in 2009 will have a material impact on our liquidity. We've also reaffirmed ONEOK's net income guidance for 2008 and narrowed the range to $2.95 to $3.05 per diluted share, from the previous guidance of $2.90 to $3.10 per diluted share. This updated guidance reflects the higher ONEOK Partners' contribution offset by a lower earnings expectation by the energy services segment. John? That concludes my remarks. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Thanks, Curtis. Now, Jim Kneale will review ONEOK's operating performance. Jim? James C. Kneale - President and Chief Operating Officer of ONEOK, Inc. and ONEOK Partners, L.P.: Thanks, John. I've already talked about ONEOK Partners' segment, so let's start with the energy services segment. We experienced an operating loss of $3.5 million during the third quarter of 2008, compared with an operating loss of $700,000 in the same period last year. As we've discussed in the past, the energy services segment typically follows a similar earnings pattern as its largest customers, the LDCs, which experienced higher earnings in the first and fourth quarters during the winter heating season and lower earnings in the second and third quarters. As you know, and we've already mentioned, during the third quarter, there was significant downward movement in natural gas prices. The NYMEX July contract closed at $13.10 per MMBtu and the November contract closed at $6.47, a change of almost $7. We also experienced daily natural gas prices in the Mid-Continent trading well below $2. This significant price reduction and lower projected summer/winter spread resulted in the energy services segment recording a $9.7 million write-down of our natural gas in storage. The movement in natural gas prices did provide some opportunities during the quarter, as we were able to capture optimization margins during these periods of price volatility. As a result, storage and marketing margins improved over last year, even though they were reduced by the inventory write-down. We've also contracted higher demand revenues related to our peaking services with our LDC customers than we had last year. However, as we look to the rest of the year, we've been significantly affected by the unusual pricing environment and weak summer/winter spreads. If you recall, at the end of the second quarter, I indicated that we would have to have summer/winter spreads of $1.50 to $1.80 to meet our earnings guidance. Those spreads have not materialized. As a result, we lowered our 2008 operating guidance to $93 million. Although, the results of the energy services segment this year are lower than we had hoped, we understand the reasons behind them. And as John mentioned, we are taking steps to address them. Now let's talk about the distribution segment. In the third quarter, the distribution segment performed as expected, with year-to-date results exceeding 2007, as new rate activities and cost control initiatives continue to yield positive results. Volumes for our core residential, commercial and industrial customers were consistent with last year, and transport volumes were strong for both the quarter and year-to-date. On the regulatory front, on July 30th, Oklahoma Natural Gas requested approval from the Oklahoma Corporation Commission to recover an additional $5 million annually for incremental capital investments. A stipulated agreement has been signed by all parties. If approved by the Commission, these capital recovery applications will contribute $12.6 million of annual margins beginning in 2009. On October 31st, we filed an application for an incentive-based general rate design in Oklahoma. This application was a joint and collaborative effort between the Oklahoma Commission staff and the company. If approved, this will enable us to make timely and streamlined annual filings through a rate structure designed to maintain the company's allowed rate of return. We appreciate the willingness of the Oklahoma Commission to consider new and innovative rate designs that promote utility infrastructure investment. We also remain focused on minimizing bad debt cost. As we discussed in the past, we currently have approved fuel related bad debt recovery mechanisms that cover the Kansas jurisdiction, our coldest territory, and approximately half of our Texas jurisdiction. On October 30th, the Oklahoma Corporation Commission hearing administrator recommend approval of a joint and stipulated agreement to allow for recovery of the fuel related portion of bad debt cost through the purchased gas adjustment mechanism in our Oklahoma jurisdiction. A hearing before the full commission is pending. If approved by the Commission, we will be able to begin deferring the gas portion of our bad debt costs above the amount included in the base rate beginning in January of 2009. Over the past three years, we've established a new level of financial performance in our distribution segment, using our integrative strategy focused on rate, cost control, and growth through efficient capital investment. And we remain committed to that strategy. John, that concludes my remarks. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Thanks Jim. As discussed, we have increased ONEOK Partners' 2008 earnings guidance and reaffirmed and narrowed the guidance range for ONEOK. ONEOK Partners' increased guidance reflects the strong performance of the NGL gathering and fractionation business. ONEOK's guidance reflects the strong performance of the ONEOK Partners segment, which offsets the lower energy service guidance, clearly demonstrating the benefits that ONEOK receives from its general partner and its 47.7% interest in ONEOK Partners through these increased earnings and cash flow. Our success this quarter with ONEOK's net income more than tripling and ONEOK Partners' more than doubling, as well as the completion of Overland Pass and continued progress on the other growth projects, is the result of the contributions and the commitment of our employees as well as hundreds of contractors. Without their hard work and commitment to getting the job done, our performance would not have been possible. And our thanks go to all of them. Operator, we're now ready to take questions. Question and Answer

[Operator Instructions]. The first question is from Louis Shamie from ZLP. Louis Shamie - ZLP: Hi. Good morning, everybody. Congratulations on a great quarter. I had a quick question regarding the write-down of the gas in storage of $9.7 million. Is that a true economic hit to you guys or is that something that's expected to reverse at some point? John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Curtis, why don't you respond to that one. Curtis L. Dinan - Senior Vice President, Chief Financial Officer and Treasurer of ONEOK, Inc. and Executive Vice President, Chief Financial Officer and Treasurer of ONEOK Partners, L.P.: Louis, this is Curtis. It is, the $9.7 million does reflect the… it is an economic hit or an economic decrease in earnings. Louis Shamie - ZLP: Okay, great. And then the other question I had was regarding gathering and fractionation, and capturing that spread between Conway and Mont Bellevue. Were you able to I guess, utilize more pipe capacity during this quarter and capture that spread on a higher amount of volumes or was it basically the same amount of volumes that you trade on that business in previous quarters? John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Why don't… Terry, why don't you answer that? Terry Spencer - Executive Vice President of ONEOK and Executive Vice President, Natural Gas Liquids of ONEOK Partners, L.P.: Louis, we did see overall… on our systems, we did see increased volume during the period. But as it relates specifically to this optimization activity, our volume has actually stayed fairly consistent and so, we did not, as it relates to optimization, increase the capacity we utilize on the barrels that we own, that come through that sterling pipeline. Louis Shamie - ZLP: Okay, great. So it's purely just the increase in the spread that helped you guys there. Terry Spencer - Executive Vice President of ONEOK and Executive Vice President, Natural Gas Liquids of ONEOK Partners, L.P.: That's correct. Louis Shamie - ZLP: Okay, thanks a lot. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: And that spread that we are describing is a geographic spread between two points. Terry Spencer - Executive Vice President of ONEOK and Executive Vice President, Natural Gas Liquids of ONEOK Partners, L.P.: Yes, regional. That's right. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Right.

The next question is from Rebecca Followill from Tudor, Pickering, Holt. Rebecca Followill - Tudor, Pickering, Holt: Good morning. On your $180 million to $160 million cash flow in '09, does that include anything from return of capital that you would get from gas coming out of storage? I'm assuming it doesn't, but if it doesn't then by reducing your capital obligations on storage and on pipelines and gas prices being lower, should you have a big swing in working capital next year? John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Curtis, why don't you go ahead. Curtis L. Dinan - Senior Vice President, Chief Financial Officer and Treasurer of ONEOK, Inc. and Executive Vice President, Chief Financial Officer and Treasurer of ONEOK Partners, L.P.: Yes, Rebecca, when we talk about the free cash flow, that $160 million to $180 million number, that's exclusive of changes in our working capital. So, for example, if inventory is increasing or decreasing, it's not a part of that equation. So it's above the line for that. I'm sorry, could you repeat the second part of your question? Rebecca Followill - Tudor, Pickering, Holt: That's what I assumed, but I wanted to make sure that's so. If that's the case, and so next year on a working capital basis, if you're reducing your obligations on storage, you're not putting as much in so you don't have that working capital obligation and prices are lower and you're reducing your transportation obligations, wouldn't you guys see some net return of working capital next year? John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Yeah. Curtis L. Dinan - Senior Vice President, Chief Financial Officer and Treasurer of ONEOK, Inc. and Executive Vice President, Chief Financial Officer and Treasurer of ONEOK Partners, L.P.: Yes, that is correct. Rebecca Followill - Tudor, Pickering, Holt: Any way to quantify that at this point? John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: If you want to take a stab at -- Curtis L. Dinan - Senior Vice President, Chief Financial Officer and Treasurer of ONEOK, Inc. and Executive Vice President, Chief Financial Officer and Treasurer of ONEOK Partners, L.P.: How much do you think the prices will be? Rebecca Followill - Tudor, Pickering, Holt: I'm waiting for you to do it. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: We're not price predictors, that's why we have structured the business so that we minimize that impact. But I think the math is correct. And the way the logic that you're thinking through it, we agree with that. Rebecca Followill - Tudor, Pickering, Holt: Okay. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: And that's one of the reasons we're specifically looking at our storage capacity and our transport capacity and energy services. Rebecca Followill - Tudor, Pickering, Holt: Okay, thank you. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Yes. Thank you, Rebecca.

The next question is from John Olson from Houston Energy Partners. John Olson - Houston Energy Partners: Gentlemen, good morning. Several questions. One, what is your idea or rough idea if you can come up with one as to what your actual capital spending will be next year? Secondly, including ONEOK Partners and the like, but… secondly, what is your… what are the rating agencies telling you lately? John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Okay. Well the answer to the first question is that we've not come out with our 2009 plan, but we have, when we were in New York, shared with the audience that as it relates to OKS, and I think Curtis might have mentioned this, we're around $350 million to $375 million of anticipated growth capital. Our maintenance capital, I think, runs around $80 million to $90 million per year. So that OKS, and on OKE, I'm not sure that we have announced that. But we know no reason why it would be dissimilar to last year, or the year that we are currently in, okay? And then as far as the rating agencies, I think probably Curtis is the best person to address that. Curtis L. Dinan - Senior Vice President, Chief Financial Officer and Treasurer of ONEOK, Inc. and Executive Vice President, Chief Financial Officer and Treasurer of ONEOK Partners, L.P.: John, just last week Moody's reaffirmed the rating for both ONEOK and ONEOK Partners, and earlier this summer S&P had done the same thing. Both of those were following our reviews with each of them earlier this year, as well as several follow-up calls in the interim. And both of those are a stable outlook as well. John Olson - Houston Energy Partners: Thank you very much. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: You're welcome. Curtis L. Dinan - Senior Vice President, Chief Financial Officer and Treasurer of ONEOK, Inc. and Executive Vice President, Chief Financial Officer and Treasurer of ONEOK Partners, L.P.: Thank you, John.

[Operator Instructions]. The next question is from Dennis Coleman from Bank of America. Dennis Coleman - Bank of America: Yes, thanks, good morning. I wonder, you mentioned that you have added liquidity to get through the spending cycle. You drew done your bank line, so I wanted kind of two things. If you could talk about your thought process in preemptively drawing down the bank lines and the logic there, and then perhaps a little bit on your views of what changes, or how much better the capital markets would need to get before you would consider terming out some of those needs? John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Oh boy. That second one's a doozy. First, probably, on the thought process, Curtis, why don't you take Dennis through that. Curtis L. Dinan - Senior Vice President, Chief Financial Officer and Treasurer of ONEOK, Inc. and Executive Vice President, Chief Financial Officer and Treasurer of ONEOK Partners, L.P.: Yes. Dennis, it was really just looking at what was happening in the overall credit markets. We were coming in to fairly critical times, both in terms of our highest working capital needs at ONEOK because of, we were finishing or we were at the time finishing our injection season and wanted to make sure that we had the availability to complete that. As you probably, or as I'm sure you know, kind of the end of September, early part of October, we were starting to see the commercial paper markets getting a lot tighter. We've typically accessed the CP markets to fund working capital needs for ONEOK. But once that started we decided to start using the revolvers because of that illiquidity. As well, it was just cheaper to borrow under those facilities directly. As far as the thought process of getting ahead, it was just to make sure that if the overall credit markets continued to worsen from that September, early October timeframe, that it wouldn't have an impact with us, we would have already pre-funded. The working capital that we needed for ONEOK as well has pre-funded the capital we were getting ready to spend at the partnership. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: I think on the latter question, really, you have to look to the first… and the answer to the first. To have a view as to when we think the capital markets will grow stronger to the point where we resume more normal activities, that's a tough one for us to predict. And so, what we will do, since we're not able to predict it, just like we're not able to predict pricing, is remain as flexible as we can, which is evidenced by what we did drawing down our revolvers. Dennis Coleman - Bank of America: Okay. Thanks very much.

The next question is from Rajul Aggarwal from Marathon Asset Management. Rajul Aggarwal - Marathon Asset Management: Good morning. Sorry, my phone was on mute. Quick question, you're usually, you said that there is short-term debt of about $1 billion in the ONEOK level. Just wanted to see if the credit markets don't improve from here or if they get worse, how do you manage to tackle or how do you plan to tackle that $1 billion short-term debt? John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Rajul, I'm sorry, was your question at ONEOK? Rajul Aggarwal - Marathon Asset Management: Yes, at the ONEOK, the corporate level. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: At the corporate level. Well, the majority of those borrowings are funding our working capital needs. So, as I mentioned, we have about $900 million of gas in storage at energy services and the distribution companies. As we head into the heating season, we begin withdrawing that gas, and obviously start converting it to cash. And so, that's how that will be repaid as we start to come out of the heating season and again, have converted that to cash. Rajul Aggarwal - Marathon Asset Management: Got it. Have you specified, I mean, as to the $900 million of gas, at what price of gas is that $900 million, or is it completely hashed? John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: That's natural gas we have in storage. It's not purchases. A portion of that is with the regulated entities, so that's a pass-through cost. And then a portion of it, the larger portion of it is with energy services. Rajul Aggarwal - Marathon Asset Management: What I meant for is, I mean, in the dollar amount there is an inherent price of gas embedded in there. Could you share with us as to what that embedded price of gas on the energy services side would be? John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: No, we do not provide that information. Rajul Aggarwal - Marathon Asset Management: Got it. A similar question on the Partners side as to the short-term debt and how do you plan to tackle that? John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Well, in these credit markets we plan to continue to carry it as part of the revolver. As I mentioned in my comments, the cash that we have on hand as well as the capacity that we still have on the revolver, we'll use both of those to carry us through our capital spending program for the balance of 2008 and until the latter part of 2009. The partnership's a little bit different from ONEOK in the sense that it does not have the peak working capital cycles. So really, its revolver is used primarily to support that growth capital program. And so as we continue to build those projects and incur those costs, it'll continue to fund that, again, until the latter part of 2009. Rajul Aggarwal - Marathon Asset Management: Okay. Just one last quick one. If need be, could you give us an estimate as to how much gas ONEOK could provide to ONEOK Partners, just to manage the short-term liquidity needs? John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: I mean, I think again, maybe perhaps you could look at the past, see the appetite that ONEOK has had in buying OKS units, which I would say is the most logical way in which there would be a cash infusion, would be in purchase of equity. And I think you can look at the historical and get some sense as to a pro rata share. And I think we mentioned that in the last equity offering in March, that ONEOK purchased three quarters of the amount that was issued. Rajul Aggarwal - Marathon Asset Management: Okay. So what you're saying is there's no reason to believe that the historical plan will be changed either for more or for less? John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Well ONEOK Inc. will always look at its alternatives of where it's going to invest its cash, its dollars. And one of the more attractive investments has been buying ONEOK Partners' units, but that due diligence in thought process will continue. My comment is that, speaking from ONEOK perspective is that, that investment continues to be a very attractive investment. It doesn't mean it won't change over time. Rajul Aggarwal - Marathon Asset Management: Understood. Thank you. Appreciate it.

The next question is from Yves Siegel from Aroya Capital [ph]. Yves Siegel - Aroya Capital: Thanks and good morning. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Good morning. Yves Siegel - Aroya Capital: Could you just define what the transportation charge is between Conway and Mont Belvieu. I guess what I'm trying to figure out is at what point in time does that arbitrage sort of go away? John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: We've never shared that information. But I will let Terry Spencer attempt to describe as close as he can how that arrangement works. Terry Spencer - Executive Vice President of ONEOK and Executive Vice President, Natural Gas Liquids of ONEOK Partners, L.P.: Well, we really don't transport under transportation arrangements, barrels, through those pipelines. We hold, gathering and frac holds that capacity and enters into exchange arrangements with its customers, and then it redelivers those purity products out of the field and then into the market areas. So we really don't have classic transportation arrangements. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: See, and that's how we provide a service to a producer, by taking their barrel in the Mid-Continent and redelivering, say taking a raw barrel in the Mid-Continent, and redelivering a finished product in different markets. And we do that by bundling all these services together. Yves Siegel - Aroya Capital: Okay. Obviously I didn't do that well on the tutorial that you guys gave. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: But Yves, I mean, if you just look at the ethane differential between Conway and Belvieu, I think it was like $0.24, $0.25 on average. In 2007 it was a nickel. And you can look at the profitability of that segment when it was a nickel versus the profitability of the segment when it was $0.24, and you can see that even at a nickel, it's still profitable. Yves Siegel - Aroya Capital: Okay. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: So you could draw some conclusions if… but that's not a completely inaccurate analysis or conclusion. Yves Siegel - Aroya Capital: Okay. I appreciate it. And two more quick ones. Jim, in his comments, mentioned that he didn't see any shut-ins or diminishment in volumes from producers as of yet. What areas would you be most concerned with? Or I guess the other way to think about it is, what are the high cost areas that would probably go down first? John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: We actually like our position in all of our areas. We think that the lifting cost from a natural gas perspective and a crude perspective is very attractive in all of our areas. One thing I might point out, is that if you look back over the last five years, we have experienced different levels of pricing on crude and natural gas, and we've been able to keep our volumes in a very close tolerance, to within plus or minus 2% so we don't see that materially changing for that. Terry Spencer - Executive Vice President of ONEOK and Executive Vice President, Natural Gas Liquids of ONEOK Partners, L.P.: Okay.. So you might repeat what basins or regions we're in. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Okay. The basins that we're in, we're in the Williston Basin, we're in the Wind River Basin, the Powder River Basin, the Anadarko Basin and the Central Kansas Uplift, which is around the Wichita Kansas Basin. Terry Spencer - Executive Vice President of ONEOK and Executive Vice President, Natural Gas Liquids of ONEOK Partners, L.P.: So that diversity is providing that benefit that you're referring to. Yves Siegel - Aroya Capital: Are you concerned at all about the Rockies. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Well, our exposure to the Rockies, Yves, is from a natural gas perspective and the I'll kind of throw that over to Terry, but is in the Williston Basin, and we're not seeing an impact up there, and the Powder River also. So, no I'm not, the answer is no. Yves Siegel - Aroya Capital: Yes, but, I guess, I was thinking about the liquids? Terry Spencer - Executive Vice President of ONEOK and Executive Vice President, Natural Gas Liquids of ONEOK Partners, L.P.: Yes, Yves this is Terry. In the Rockies, we really like our position there primarily because of the quite frankly, the low natural gas values, the low fuel and shrink values for our processors. So I really don't have a great concern about that region as it relates to ethane extraction or producing NGLs for that matter. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: So said it another way, your lower cost of fuel and shrink in the Rockies, because of the lower net back on pricing is an advantage to a processor as they produce a barrel that has ethane, propane, butanes in it. Terry Spencer - Executive Vice President of ONEOK and Executive Vice President, Natural Gas Liquids of ONEOK Partners, L.P.: That's correct. I think the areas that you have to be more concerned about are in the Texas Gulf Coast, Louisiana, where fuel and shrink values are very high, relative to the other regions. So those are areas where processors are going to be challenged and we really don't have facilities operating in those areas, other than of course, our fractionation facilities at Mont Belvieu. Yves Siegel - Aroya Capital: And then the last question is, given the pain that some guys are feeling, how would you describe the consolidation opportunities for you right now. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Much greater today than they were a year or two ago, actually. Just in the last month, we have had more inquiries and conversations with the people about opportunities to acquire assets or groups of assets, and there's even some perhaps opportunities to buy entire businesses. So as we've said before, we'll be financially disciplined, but it does appear that opportunities are presenting themselves. Yves Siegel - Aroya Capital: To say it another way, you have an appetite. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: And we have an appetite. Yves Siegel - Aroya Capital: Okay. Great, thanks a lot guys. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Yes sir.

[Operator Instructions]. The next question is from Gracie Juan [ph] from JPMorgan. Gracie Juan - JPMorgan: Hi, good morning gentlemen. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: Good morning Gracie. Gracie Juan - JPMorgan: I was just wondering if you could help us by walking through your hedging program, quite possibly in '09, in your amount because I'm just trying to figure out how do you guys balance risk mitigation versus higher pricing. John W. Gibson - Chief Executive Officer of ONEOK, Inc. and Chairman and Chief Executive Officer of ONEOK Partners, L.P.: First thing I would point you to Gracie, is that the segment of the partnership that is subject to exposure to commodity price change, is our Gathering and Processing segment. And we provide in our press release specific sensitivities as it relates to crude and gas and to condensate, or crude oil. So we've provided that information, that sensitivity and our hedging program are focused on our Gathering and Processing segment in OKS. And I would ask Pierce Norton to run us through where we… what our larger gas and how employ that. Pierce Norton - Executive Vice President ONEOK and Executive Vice President, Natural Gas of ONEOK Partners, L.P.: Okay. Gracie, this is Pierce. What we do is we take a look at all the different products all the way from methane down to gasoline and condensate, and when you look at in the future at various times those… each of those products have different backwardations. So on the light ends one of the things that we look at is your crude to gas ratio that John just mentioned, we also look at how that relates to natural gas. And so, what we saw this past year is as we looked out, we often saw that the models told us that we would actually be an ethane rejection if we were to lock in some ethane process at the time. So the other thing is that we will end with various levels of products. So right now we have a waiting as you can tell from our current model, that's more weighted towards the heavier products and that's what driving up those prices there. So that's basically it. And we have a group that actually looks at this on a daily basis and we use a layered in approach. Gracie Juan - JPMorgan: Okay, thanks. And my second question is, how do you see the ramp in potential producer CapEx cutting would be affecting new contract roll-offs or for example contracts in terms of the legacy systems, for example has there been more leverage on the supplier side in terms of negotiations? Pierce Norton - Executive Vice President ONEOK and Executive Vice President, Natural Gas of ONEOK Partners, L.P.: Gracie, this is Pierce again. I will take that question. As far as capital goes toward funding the drill bit, it tends to be more towards those companies that fund their drilling out of their cash flows and we have a wide range of producers in our portfolio and that does not seem to be a problem with us. They tend to set their budgets and tend to stick to them, so we are not as concerned about that, that doesn't say that they couldn't have some decreases in their drilling budgets. But as Jim has mentioned in his comments, we have not seen that through October and a follow-up to the comment I made a while ago, we have experienced different pricing levels and we have been able to keep our volumes in a very close tolerance over the last five years. Gracie Juan - JPMorgan: Okay. That's it. Thank you. Dan Harrison - Vice President of Investor Relations and Public Affair: Okay. Well, thank you all. This concludes the ONEOK and ONEOK Partners call. As a reminder, our quite period for the fourth quarter will start when we close our books in early January 2009, and will extend until earnings are released. We'll provide a reporting date and conference call information for the fourth quarter at a later date. Christy Williamson and I will available throughout the day for follow-up questions. Thank you for joining us, and have a good day.

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