Dan Harrison – VP, IR and Public Affairs John Gibson – CEO Curtis Dinan – SVP, CFO and Treasurer Jim Kneale – President and COO Terry Spencer – EVP Pierce Norton – EVP

Michael Blum – Wachovia Kent Green – Boston American Asset Management Ganesh [ph] – Citigroup Yves Siegel – Arroyo Capital Rebecca Followill – Tudor, Pickering Alex Meyer [ph] – DLB [ph] Lewis Shammy – Zimmer Lucas Sam Brothwell – Wachovia

Good day, ladies and gentlemen and welcome to the ONEOK and ONEOK Partners fourth quarter earnings 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). This conference is being recorded. I would now like to turn to 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 Act 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. Now, John Gibson, who serves as CEO of ONEOK and Chairman and CEO of ONEOK Partners. John?

Thanks, Dan. Good morning. And many thanks for joining us today and for your continued investment and interest in ONEOK and ONEOK Partners. Joining me today are Jim Kneale, President and Chief Operating Officer for ONEOK and ONEOK Partners, Curtis Dinan, Chief Financial Officer for both ONEOK and ONEOK Partners, and Terry Spencer and Pierce Norton who will be available during the question-and-answer period. As we sit here in late February, the fourth quarter in 2008 seem like old news in a distant memory. So I'd like to use last year's results to highlight what's going on today and what we see from today's perspective occurring in 2009. ONEOK and ONEOK Partners had exceptional years in 2008. Driven by unprecedented high commodity prices and wide natural gas liquids, product price differentials as well as volume growth in both the natural gas and natural gas liquids businesses. Fourth quarter results were affected as these prices dropped and differentials narrowed significantly. Our 2009 plans reflect much lower prices and more historical NGO product price differentials. With continued volume growth in the NGL business and a slight volume decline in the natural gas gathering and processing business. Our distribution segment had a record year, establishing another new level of sustainable earnings. We believe this will – this trend will continue in 2009. Benefiting from our strategy of filing smaller, more frequent rate cases, achieving operating efficiencies, and having in place in all three states innovative capital and bad debt recovery mechanisms. As we enter 2009, the value of our distribution segment has never been more evident providing consistent and stable cash flow and the backbone of our investment grade credit rating. Energy services performance was disappointing with better results expected in 2009. I'll provide an update of the status of our efforts to improve this business in a moment. I'll also discuss the earnings contributions from the partnerships $2 billion capital growth projects. And our ability to grow ONEOK Partners distributions and ONEOK's dividends. First, I'd like to provide you with an update on our efforts to reduce the earnings volatility providing more predictable earnings in our Energy Services segment. Last quarter, I indicated that we would take steps to reduce its earnings volatility and working capital needs. As a result, we will gradually, but significantly reduce our storage capacity during 2009 which will have a big impact on our working capital requirements. Curtis will discuss those working capital requirements in more detail later in his remarks. This reduction will also enable us to have more predictable earnings. Reducing a lot of the downside to earnings, but also limiting some of the upside that we have experienced in these past years. And we are currently evaluating our lease transportation capacity to determine what, if any, changes we should make. However, as Jim will discuss in a moment, we have hedged a significant portion of our transportation capacity for 2009, so we won't be making any big changes in the very near term. With these changes, we expect Energy Services to continue to provide our shareholders with attractive returns that are less volatile and more predictable without compromising or jeopardizing our commitment to provide our customers with responsive, dependable and valuable service. 2008 also marked the completion of the majority of ONEOK Partners growth projects with several more projects being completed in the first half of this year. While we experience some delays in cost escalation, dedicated volumes over the long-term will be higher than we anticipated. Continuing to provide us with attractive double-digit returns on these projects exceeding our original expectations. Unfortunately, we anticipate their 2009 benefits to be more than offset by the continued dramatic downturn experienced in the commodity markets and significantly lower NGL product price differentials, which resulted in lower 2009 earnings guidance when compared with 2008's record results. Let me provide you with a high level summary of the projects earnings contribution. In 2007, we estimated that the $2 billion of internal growth projects which included routine growth would generate between 125 million to 150 million in incremental EBITDA in 2008. And then another 100 million in 2009 to bring the total to more than 260 million in 2009. However, the construction delays we've experienced on some projects affected the timing of the earnings, but not the quality. In 2008, EBITDA from this growth capital was approximately 75 million. We currently estimate 2009 EBITDA from these projects to be approximately 230 million or 155 million in EBITDA over 2008's contribution. When these projects are completed and operating at their expected volume levels in 2011, we expect them to contribute in excess of $360 million in EBITDA. Finally, I'd like to address the partnerships distribution, which grew 7% last year and 35% since ONEOK became general partner in April of 2006. In January, we held the distribution flat for the fourth quarter at $1.08 per unit. We are forecasting it to stay at least at its current level until we have a better idea about the depth and length of the economic recession and where commodity prices will settle. Just as we did not think oil prices were sustainable last summer at the $150 per barrel level and consequently did not race our distributions to reflect those prices, we do not think oil prices are sustainable at the current level. This uncertainty in the economy, commodity prices, and in the capital markets has caused us to unapologetically assume a flat distribution in our 2009 guidance. Once we have a better handle on the situation, we will reevaluate that position. We continue to believe it is in the partnerships and our unit holders best interest to manage every dollar that comes in and goes out of the business. As you know, ONEOK is a general partner and is significant owner of the partnership and has a vested interest in the partnership increasing its distributions to unit holders since it affects ONEOK's earnings and cash flow, but we intend to continue making prudent decisions there in the long-term best interests of everyone. As Curtis will explain, ONEOK's free cash flow will be higher in 2009 providing us with opportunities to increase the ONEOK dividend as conditions warrant. As you know, we will review the dividend, we do review the dividend on a quarterly basis to ensure that over time, it will average between 50% and 55% of recurring earnings. So at this time, let's take a more detailed look at ONEOK Partners. Turn it over to Curtis who will provide you with some financial highlights. Curtis?

Thanks, John, and good morning, everyone. Before I review the partnerships financial results, I'd like to provide an update on its liquidity position in 2009 capital expenditures. At December 31, the partnership had 178 million in cash and cash equivalents, and 130 million in capacity under its $1 billion revolving credit agreement which does not expire until 2012. These positions were substantially unchanged at the end of January and provide more than enough liquidity to fund our capital expenditures well into the year. However, we are continuing to watch the capital markets and will not hesitate to take advantage of opportunities if conditions warrant. It is also worth noting that the partnership does not have any long-term debt maturing until June 2010. The partnership's 2009 capital expenditures will be significantly lower than they were last year when we spent more than 1.2 billion of growth capital as part of our 2 billion growth program which is winding down this year. We estimate spending approximately 355 million of capital for growth and 70 million for maintenance in 2009. Our 2009 earnings guidance for the partnership is in the range of $3.15 to $3.75 per unit, reflecting significantly lower anticipated commodity prices and narrower NGL product price differential that we experienced in 2008, more than offsetting the earnings benefits from the growth projects that John referenced earlier. 2009 distributable cash flow is expected to be in the range of $490 million to $550 million, which assuming currently annualized distribution payout of $4.32 per unit results in a coverage ratio of 1.09 times well within our target range of 1.05 to 1.15. As John indicated earlier, we expect to maintain our distribution at least at its current level and increase it if conditions warrant. Now, let's turn to the partnership's financial performance. In the fourth quarter, ONEOK Partners reported net income of $122 million or $1.09 per unit. Relatively flat on a net income basis compared with last year as a result of softening commodity prices that Jim will discuss in a few minutes. And for the full year, net income was 626 million or $6.01 per unit, a record year. Distributable cash flow in the fourth quarter was down approximately $10 million, but increased more than 35% for the year. We raised the distribution four times during 2008, a 7% increase since becoming general partner almost three years ago, we've increased distributions to unit holders 11 times representing a 35% increase. We have increased our hedges on expected production from the partnership's natural gas gathering and processing segment. The business with the most sensitivity to commodity prices. For 2009, we have hedged 52% of our expected NGL and condensate production at an average price of $1.42 per gallon. John? That concludes my remarks on the partnership.

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

Thank you, John, and good morning. I'm going to review the performance of the partnership's four business segments, update you on our growth projects, and talk a little bit about 2009. I'll start with our natural gas segment. The natural gas gathering and processing segment had a solid fourth quarter topping off a record year. In the fourth quarter, we saw a significant drop in commodity prices from the historic highs earlier in the year. Although we had hedges in place on a large percent of our commodity exposure, the lower prices impacted our earnings by about $8 million as compared with the fourth quarter of 2007. For the year, higher commodity prices benefited the segment by $58 million. Realized prices for NGLs and natural gas were 20% higher in 2008 and realized condensate prices rose more than 30%. As Curtis mentioned, we have some hedges in place for 2009. However, we do not – we do expect lower commodity prices in 2009, which is the main driver of our lower 2009 earnings guidance in this segment. In 2008, improved contract terms increased fee revenue charge for gathering and compression services adding about $12 million to margins. Also in 2008, we connected a record 476 wells to our gathering system, representing a 35% increase over 2007. This activity resulted in our natural gas gathered volumes remaining flat and our natural gas volumes processed increasing 3% over 2007. Although still early in the year, the number of wells connected in January was the same as last year. However, we have seen a 25% to 35% drilling rig reduction in the states where we own assets. And even though we have a backlog of new well connects to work off we do expect we do expect total volumes gathered to be down about 2% from 2008. In the Mid-Continent we expect our well connect activity and backlog to stay at current levels for at least the next few months, primarily due to continued drilling activity currently underway in the Woodford Shale. In the Powder River Basin, we primarily gather natural gas from coalbed methane wells, due to the dewarring requirements of these wells, there is an 18 months to 24 months time lag between drilling and production. So we do not expect to see any immediate effects of the lower rig count until at least 2010. In the Wilson Basin, where we have expanded our grass lands plant, the level of operating rigs is down about 27% from its November high, but there are still 30% more rigs operating now than at the end of 2007. Now moving to our natural gas pipeline segment, fourth quarter operating income increased 14% compared with the same period in 2007 due to reduced operating costs. For the year, we benefited from new and renegotiated storage contracts as well as the impact higher natural gas prices had on our retained fuel position. This past December, we completed construction on the 119 mile Guardian pipeline extension into Green Bay, Wisconsin and placed the pipeline in partial service. The final compressor station will be placed in service this month. As you might recall, the additional capacity is fully subscribed under 15 year agreements with two Wisconsin utilities. Construction costs are estimated to be at the upper end of the range we previously provided of $277 million to $305 million. The natural gas pipeline segment's 2009 earnings will increase over 2008, primarily due to the Guardian project, but this increase will be partially offset by the impact that lower natural gas prices will have on our retained fuel position. Before I talk about each of our natural gas liquid segments, I think it's important to point out the integration that exists between these two segments. Gathering and Fractionation segment acquires a significant amount of transportation from the NGL pipeline segment. In order to transport NGLs gathered from processing plants to this segment's fractionators and to distribute NGL purity products to the market. This allows the gathering and fractionation segment to provide producers and processors the fee based service of gathering a raw barrel in one location, and redelivering a finished barrel at another. It is also this integrated approach that allows the gathering and fractionation segment to capture marketing uplifts and product optimization opportunities. The downside of our integrated approach is the difficulty it creates in understanding each segment's standalone performance especially when it comes to capital investments. As a result, for certain measures, we look at these two segments on a combined basis. On a combined basis, 2008 operating income was $265 million as compared with $152 million in 2007. In breaking down the operating income, the two NGL – between the two NGL segments, let's start with the natural gas liquid gathering and fractionation segment where fourth quarter operating income increased 17% compared with 2007. The primary driver for this increase was the wider NGL price differentials experienced between Conway and Mont Bellevue. This benefit was offset by lower fractionation volumes due primarily to a plant maintenance shut down at our Mont Bellevue fractionator. We also experienced lower fractionation volumes in December due to ethane rejection at some of the natural gas processing plants where we're connected to and this carried over in the early January. Currently, the areas we serve are extracting ethane gain, but we do expect some continued impact in 2009 volumes due to periodic ethane rejection. Looking at the segment's full year 2008 earnings, we saw more than 80% or $92 million increase in operating income compared with last year. Again, the largest driver was the significantly wider regional NGL product price differentials representing about $70 million of the increase. To put that in perspective, during 2008, the Conway to Mont Bellevue average opus price differential for ethane average $0.15 per gallon and it peaked at more than $0.40 compared with 2007 average of $0.06. We were able to optimize our assets to capture additional margin from these price differentials. Another significant highlight of 2008 was continued volume growth which contributed more than $30 million to earnings. Increased volumes came through new connections to processing plants, increased production from existing plant connections and extending our system into the Woodford Shale. And in the fourth quarter, with the startup of the Overland Pass Pipeline, our fractionation volumes increased as we began delivering raw NGLs to the expanded Bushton fractionator. We expect 2009 fractionation volumes to increase 25% to 30% over 2008 levels primarily at the Bushton fractionator as we bring on more barrels from Overland Pass and continue to grow our mid-continent volumes. However, as we grow our volumes, tariffs paid in 2009 to the NGL pipeline segment will also increase with Overland Pass being in operation for a full year, along with the addition of other NGL pipelines scheduled to come online. We also anticipate 2009 price differentials to be significantly lower than we experienced in 2008. That is evident in our 2009 earnings guidance which shows operating income at half the level of 2008. So now let's talk about our Natural Gas Liquid Pipeline segment, which have a great fourth quarter with operating income nearly doubling from 2007. For the year, the largest increase is the result of our full-year ownership of the North System versus three months in 2007. Volumes transported by this segment are on the rise. In the fourth quarter, NGLs transported increased 28% over the prior year and NGLs gathered were up 20%. The largest portion of this increase came from the North System, due primarily to propane demand in the upper Midwest, which was driven by heating demand. And we also experienced increased shipments of blending stocks to Chicago area refiners, and denaturant shipments to Midwest ethanol markets, which benefited earnings by $10 million as compared with 2007. Also in the fourth quarter, as I already mentioned, the 760 mile Overland Pass pipeline was placed in service and began flowing NGLs from plants in the Rockies to our existing fractionation and storage infrastructure at Bushton. We ended the year moving about 30,000 barrels per day and are currently flowing approximately 60,000 barrels per day. Final construction costs are estimated to be approximately $575 million at the low end of the range we previously provided of $575 million to $590 million. Looking forward to 2009, we expect continued growth in the NGL pipeline segment as we bring on supply from D-J and Piceance Basins and the Overland Pass as well as the Barnett Shale via the Arbuckle Pipeline. The northern portion of the 125 mile D-J pipeline has begun operations and we are nearing completion on the remainder of the pipeline. The 150 mile Piceance lateral pipeline is scheduled to come on line during the third quarter of 2009. Construction began in the fourth quarter of 2008 and is now on hold as planned due to big game winner range restriction and we will resume in the second quarter of 2009. Initial flow on this on the lateral is still expected to be approximately 37,000 barrels per day. Once these two laterals are in service, Overland Pass will be flowing approximately 140,000 barrels per day by the end of the third quarter. We currently are planning to add two pump stations on Overland Pass in 2009 to handle these additional volumes. Construction on the Arbuckle Pipeline continues with much of the Oklahoma and North Texas portions complete or nearing completion. Unfortunately, right of way [ph] 26:14 acquisition has been challenging, time consuming and more expensive than we anticipated. Due to delays in acquiring right of way [ph], we expect construction on the south end to be more difficult and expensive as a result of low lying wet lands areas and the potential for spring rains during the second quarter. Accordingly, we've pushed back our expected completion date to the second quarter from the first quarter of 2009, and anticipate project costs could increase 10% to 15% above the previously issued range of $340 million to $360 million. On a more positive note for Arbuckle we have secured additional supply commitments from producers. Initial flows on the pipeline are expected to be more than 60,000 barrels per day and we now have sufficient commitments to fill the pipelines 210,000 barrel per day expanded capacity over the next three years to five years. This will require us to expand the initial capacity of 160,000 barrels a day to 210,000 barrels per day with additional pump facilities. Finally, we are closely following changes in the petrochemical demand. While some petrochemical plants have recently restarted, the overall outlook for U.S. and international demand remains weak. Ethane inventories remain high and ethane rejection remains likely to occur periodically throughout 2009. We have included these impacts in our 2009 guidance. John, that concludes my remarks.

Thanks, Jim. Take a little break here. Rest from that. Now, I'd like to turn the call over to Curtis, and then back to Jim to review ONEOK's fourth quarter financial and operating performance. Curtis?

Thanks, John. ONEOK's net income for the fourth quarter was $68 million or $0.65 a diluted share compared with $103 million or $0.98 diluted share in 2007. Net income for the full year was $312 million or $2.95 per diluted share versus $305 million or $2.79 per diluted share, a 6% increase in EPS from 2007. Strong performances by the ONEOK Partners and distribution segments more than offset the lower results in Energy Services. ONEOK standalone free cash flow before changes in working capital exceeded capital expenditures and dividend payments by $170 million in 2008. We expect this amount to increase to between $185 million and $235 million in 2009, reflecting a higher annualized ONEOK Partners distribution than in 2008, higher anticipated earnings in distribution and energy services, and lower standalone capital expenditures. This free cash flow provides us the opportunity to look at acquisitions, invest in ONEOK Partners, repurchase our common stock, and increase future dividends. By virtue of ONEOK's general partner interests and significant ownership position, ONEOK received $252 million in distributions from the partnership in 2008, a 21% increase from 2007. At the partnership's current distribution level, ONEOK will receive approximately 274 million in distributions in 2009, an increase of 9% over 2008. In December 2008, we made a voluntarily contribution of $112 million to the ONEOK retirement plans as a result of lower investment performance during the year and to keep our funding level at 80%. We have an additional contribution of $31 million required in 2009. ONEOK's liquidity position is excellent. Year-end 2008, on a standalone basis, we had 1.4 billion outstanding on our two revolvers and $332 million in cash and cash equivalents. In January, we repaid the $400 million, 364-day revolving credit agreement we took out last summer. When that facility expires in August, we do not anticipate securing a similar revolver, given lower anticipated commodity prices, the reduced storage capacity in our energy services segment that John mentioned and more than adequate liquidity to handle our working capital needs. By the end of the first quarter, we expect our short-term debt to be approximately $600 million as we continue to pull gas from storage to meet our customers' needs. We currently project our short-term borrowings to remain below $900 million for 2009. In February, we also repaid 100 million of maturing long-term debt. Including the long-term debt we repaid in 2008, we've reduced ONEOK's long-term debt by $500 million over the past year, and now have a standalone long-term debt to capital ratio of 40%. ONEOK does not have any additional debt maturing until 2011. ONEOK's 2009 net income guidance is in the range of $2.25 to $2.75 per diluted share, reflecting lower anticipated earnings at ONEOK Partners, because of lower commodity prices, partially offset by higher expected earnings from distribution and energy services. John, that concludes my remarks.

Thanks, Curtis. Now, Jim Kneale will review. Are you ready?

I'm ready.

Jim Kneale will review ONEOK's operating performance. Jim?

Thanks, John. I've already talked about the ONEOK Partners segment, so let's start with Energy Services. In the fourth quarter, we continue to experience a very difficult pricing environment resulting in lower earnings compared with the same period in 2007. The significant downward pricing environment limited our opportunities to capture margins. As we look back over 2008, the cold weather early in the year, the significant rise in natural gas prices followed by the significant fall made it very difficult to capture storage margins. In 2008, Energy Services realized an average storage margin of $0.96 per MMBtu as compared with $1.94 in 2007. Transportation margins were also down in 2008. As an example, the location differential for Rockies to Mid-Continent transportation was $0.85 per MMBtu in 2008 compared with more than $2 in 2007. Although the results of the Energy Services segment for 2008 were lower than we hoped for and expected we are currently seeing a much more favorable summer to winter storage differential environment which should benefit both 2009 and 2010 performance. We have nearly 70% of our 2009 transportation hedge and have most of our storage margin hedged with a small amount of the remaining storage capacity available to capture margin upside. As John mentioned, we intend to reduce our storage capacity in the future, with a target of approximately 65 BCF compared with our current capacity of 90 BCF without impacting services to our customers. Now let's talk about the Distribution segment. The Distribution segment had solid performance in the fourth quarter and a record year. For the past few years we've talked about our rate strategy and the progress we've made on improving our return on equity. Our 2008 accomplishments included new recovery mechanism, the renewal of some existing mechanisms, and new rate cases, which will produce more than $33 million in annual revenue in 2009 providing us with solutions for earnings lag, margin protection, and risk mitigation. Some of the specific accomplishments in 2008 include capital recovery filings in Oklahoma, Kansas, and El Paso. In Oklahoma, our second integrity management filing was approved in 2008 and a third filing was made in January of 2009. Also in Oklahoma, we received approval to recover the fuel related portion of bad debt costs above the amount included in base rates. We began to bring those costs in January of this year. In late 2008, we filed for incentive based rates in Oklahoma. Yesterday, the administrative law judge denied our request. In Texas, new rates were implemented in our El Paso and south Texas service areas. On February 11th of this year, Texas Gas Service filed a statement of intent to increase rates in its central Texas service area which includes Houston for $3.6 million. If approved, new rates will become effective in June 2009. Another important accomplishment is that our cost control initiatives and all three jurisdictions have allowed our operating costs to stay in line with prior year levels. Due to changing economic conditions, we expect a more moderate capital spending program. $137 million in 2009 versus $170 million in 2008, but we will not sacrifice the safety of our employees, customers or assets. The successful execution of our integrated strategy that focuses on rates, cost control and growth through efficient capital investment continues, allowing us to sustain a new level of earnings and continued to improve profitability. John, that concludes my remarks.

Thanks, Jim. Okay. As Curtis mentioned or 2009 earnings guidance for ONEOK and ONEOK Partners is lower than what we achieved in 2008 primarily because of the lower expected prices and narrow NGL product price differentials. You also know that the prices we're using in our 2009 guidance are higher than what we've experienced in the first months of the year, but as Curtis mentioned, we have been able to place hedges on more than half our expected liquids production. It is our view that the commodity prices we used in our 2009 guidance are not significantly out of line with current market thinking. And as the year unfolds we will as we always have in the past, update you on our price deck and our earnings guidance. Our success in 2009 will be the result of the contributions and the commitments of our employees who are focused on the job at hand. Completing the remaining projects and identifying new ones. Growing volumes, managing risks and reducing expenses. Their hard work and dedication will enable us to have a successful 2009 and my thanks to all of them for their past and their future contributions. This is not the first time that this management team or our employees have faced a challenging and uncertain economic and industry environment. With our assets, people, financial flexibility and discipline, and our legacy of doing the right thing to create value for our customers, we're confident that we will emerge a better and stronger company, continuing to deliver value to our shareholders and to our unit holders. Operator, we're now ready for questions.

(Operator instructions). The first question is from Michael Blum from Wachovia. Michael Blum – Wachovia: Hi, good morning, guys.

Good morning, Michael. Michael Blum – Wachovia: Couple of questions. One, can you just discuss – you made statements in the past that ONEOK, Inc. has an appetite to potentially purchase units from MLP. Is that still on the table as a potential option?

Yes. Michael Blum – Wachovia: Okay. Second of all, again, in the past, you've talked about sort of the longer term view that you thought you could deploy $300 million to $500 million a year in organic projects. I guess, has that changed, obviously recognizing that access to capital could be a limiting factor but just in terms of the opportunity set you see over the next few years, has that changed at all? Your thinking changed at all there?

It's changed only to the extent that we see those opportunities being pushed out further in time, which makes that $300 million to $500 million range come more in line with, let's say, $250 million to $300 million of what we'll call growth capital. That answer your question? Michael Blum – Wachovia: Yes. Last question, in your guidance, can you provide what you are assuming for the price differential between Conway and Mont Bellevue for ethane?

Jim?

Michael, $0.07. Michael Blum – Wachovia: Okay. Thank you.

Next question is from Kent Green from Boston American Asset Management. Kent Green – Boston American Asset Management: Hi, yes, my question pertains to your cost to capital and looking at your projects, obviously cost to capital has caught up for everybody. So I assume that if you're trying to pass that, whatever possible higher capital costs, borrowing costs as well as cost of equity on to some of the producers in the form, whatever you can. Could you update us on that?

Jim?

I think it's a combination of factors, a lot of this capital we've spent we pre-funded last year, so, we fortunately were in the markets and we're able to do that. On some of the projects, we do have the ability to increase these as we go forward, so it's really a combination of things, and as we look at new projects, we are also using this higher cost of capital that we're seeing today recognizing that as we continue to grow that we will be at some point accessing the capital markets.

That's a good point, and the other thing I would add is on future projects as they come before us, we're looking at an incremental costs to capital, not historic. Kent Green – Boston American Asset Management: Another question pertains to use of joint ventures. A lot of people have gone to joint ventures with, because some of these projects are pretty large. How do you view joint ventures? Do you prefer to – I'm sure you prefer to own 100% of a project, particularly with (inaudible) but outside of your geographical area of operation, are you, have the ability to pursue joint ventures to do half a project with another MMLP, et cetera?

Yes, sir, in fact, we are in several joint ventures, the Overland Pass pipeline that we referred to in our comments is owned 1% by Williams and 99% by our partnership. We're in a joint venture arrangement with two gathering systems in the Powder River Basin, so we've used them – or actually, 50%, we own 50% in northern border pipeline, which is another joint venture. So, you're right, we would prefer to go it alone, but we have a record of carefully selecting partners and engaging in joint ventures. We will consider that in the future. Yes. Finally, I think one of the analysts gave out this morning and said, most of the projects, the EMP people are in with exception of some of the shales, probably are uneconomical unless we get $6 gas or at least produces a return of less than 10% with $6 gas. I mean, this is obviously why the rich are being laid down and people are differing drilling. Do you have a figure with your midstream assets where liquids are unprofitable? And you are taking ethane or instead of processing or selling it. And what would that number be?

We've not disclosed that number, but we do have one, and what we do is look at each individual plan, each individual processing plan and the economics behind that plan, looking at the cost of gas, and the value of the liquids to determine whether or not we're going to reject ethane. Perhaps on a broader scale, to answer your question, that's one of the reasons that we focused over the years of building a diverse basin, if you think about where our gathering and processing assets are located across the country, we are in growing, but also in mature areas, and so, lot of the gas that is flowing behind our plants and systems is gas that has been produced and at in the past is not necessarily subject to the current economics of $6 gas that's the EMP people spoke to this morning. And of course, the other thing is we've seen a lot of growth in the shale area and we continue to build assets in those areas, because we believe they are economically advantaged. So we spread our risk across different basins, and we have assets that have long lived and substantial reserves already producing behind our systems. Kent Green – Boston American Asset Management: My last question, obviously, most of the MLPs seem to be holding up better than other energy companies because of the dividend yields, at least people get at least some return while they wait. So how adamant are you on continuing to pay your dividend? Last year you generated excess cash flow. However what the dividends were paid? However, in the fourth quarter, your coverage ratio went to 0.89.

I don't know that that coverage ratio.

Rather than – that's correct, but I think as I pointed in the comments, we're, we had the opportunity, if you will, the increase distribution we chose not to because we did not believe that the prices that we were experiencing in the first three quarters of last year would continue, much like as I said, we tonight think last year would continue, much like as I said, we don't believe they are sustainable at the current levels, our ratio, our stated objective as it relates to our ratio coverage, we do not intend to change. As I indicated in the comments we look for opportunities to increase. We don't feel that we've given no thought to decreasing. And the fact of the matter is that in today's world, if I were to say to you that we have no intention on reducing or distribution, at some point in time, that comes back to haunt you, because you never know what the future holds, and this management team will continue to operate prudently, but we see no reason to believe that our distribution or our dividend are in jeopardy.

The next question is from John [ph] from Citigroup. Ganesh – Citigroup: Hi, this is actually Ganesh [ph] standing in for John. I have a couple of questions. How do you view the partnership's current leverage and the effect on your credit rating, et cetera? And what is the debt to EBITDA ratio that you guys would be comfortable with at the OKS level?

Hi, John. Couple of thoughts there. Long-term, we really continue to have a focus of being in the 50-50 debt to equity level. That has not changed. As we've been building out the projects, we've certainly pushed up that limit a little bit, but again, over the long term, our plans are to bring that back in line with our long-term goal. On the your question about the debt to EBITDA ratio we have a covenant of a five times coverage, we really have been closer to a kind of 4, 4.25 type of range, and so I think that's more how we would think of and look at that ratio over the long-term as well. Ganesh – Citigroup: Fair enough. I have another question, looking at your NGL hedges for 2009, and just grossing it up, it appears that your equity volumes are closer to about 8800 barrels a day, which is about 30% lower than what we saw during the Q4. Any thoughts on why that reduction? Or what’s the source of that reduction?

This is Pierce, I can answer that question. What happens is over as things change in different basins we have different mixes of contracts. POPs and keep-whole. So what happens is although our volumes have not fallen off appreciably, the location of those volumes have changed. So we've gone to more POP, and little less keep-whole. So you'll see in our sensitivities where sensitivity and natural gas has actually gone up, and the NGLs has actually gone down and crude has gone up. So basically, the answer to your question is it's a contract mix type answer. Ganesh – Citigroup: Do you guys have more POP versus keep-whole land in the past few years?

That's right. The liquids that we're keeping up that in it also goes up on your natural gas also. Ganesh – Citigroup: Got it. Thank you so much, guys.

Next question is from Yves Siegel from Arroyo Capital. Yves Siegel – Arroyo Capital: Hi, thank you. Good morning, guys.

Good morning. Yves Siegel – Arroyo Capital: Several questions if I could. Number one, in the past, you've entertained asset sales. Any pruning that you could or contemplate in 09?

I think as we have always in the past, we've looked for those assets that have looked at those assets that either no longer fit or don't provide returns that we hope and we look to sell those assets. I mean if you look back at last year, we had several. They probably didn't touch on anybody's radar screen, because there are $10 million or $15 million or $20 million or less. We'll continue to prune the tree so to speak, looking for those marginal opportunities to divest those marginal assets. As we also will continue to look for opportunities to acquire the right assets that further strengthen our existing businesses. Yves Siegel – Arroyo Capital: I should be more direct, John. I guess what I'm thinking about and I didn't want you about the potential for acquisitions, is you have a slight short fall in terms of – as you get into the year in terms of meeting the growth CapEx. And so it just seems to me in terms of thinking about the ways to achieve that small gap, if you will, could be through pruning the tree, number one? Number 2, I'm just wondering if it's possible to do an intra company loan from ONEOK, Inc. to the partnership or any reason why you just wouldn't do that?

Curtis?

Give that some thought. In terms of an intracompany loan I assume between ONEOK and ONEOK Partners, there is a possibility that that could be done, but we do not have any type of a facility like that set up today nor we approached either of the boards about that type of an arrangement. Yves Siegel – Arroyo Capital: But there's no real obstacle to doing that at this point? Other than –

Other than we haven't done it. We haven't approached either board as Curtis indicated. I guess one might assume from that that we're not thinking about going in that direction. Yves Siegel – Arroyo Capital: Okay. Okay. John, could you elaborate on the other comment you made in terms of potential acquisitions? What do you think about the landscape out there right now?

Five years ago, we talked about, and particular gathering and processing needs to consolidate and we still feel the same way, gets a little more complicated with assets reside inside MLPs. We have – as we've also disclosed in the past, bid on acquiring assets over the last couple years, but the value of those assets were not commensurate with the value that we placed on them, so we didn't buy them, other people did. What we see now is perhaps an opportunity as different owners of assets look for opportunities to divest assets that don't fit. We, this is a particularly gathering and processing a limiting field of assets. You pretty much know what everything looks like, you know what you want and so we just stand ready. But I guess to answer your question directly, we see some activity increasing, more so than we have in the past as it relates to particular gathering and processing. It's not seeing a whole lot and gathering fractionation and not really seeing a whole lot in the pipeline businesses, but gathering and processing we think there's going to be some opportunities. Yves Siegel – Arroyo Capital: I have two and I promise just two additional add-ons. One is, is it more likely to see assets, discrete asset purchases as opposed to acquiring the company?

Well, I think you're going to see both. The challenge in acquiring companies is some of the companies have so much debt it just seems to, for us, it's a barrier. But yes, I think there will be acquisitions of entities, and there will be acquisitions of assets. Yves Siegel – Arroyo Capital: And then my last question is, I think you were early and did tremendous job in re-contracting from keep-whole contracts that the more fee-based contracts. When you look at the gathering and processing assets out there, is that a hurdle, if you will, in terms of the contract structures of the assets that you are looking at? And do you think that the environment is such that you could go in and make acquisitions with the intent of recontracting? Would that be something that you would may or may not want to do? And let me just add on the B part of that. When we look at current environment – and you look at the current frac spreads, is it fair to say the keep-whole spreads aren't really that far from what has been historical?

Let me take the first part of your question. When we look at our vision and what we're trying to do at ONEOK and ONEOK Partners, we are rebundling the value chain, we have shared that with group. The other thing we do is we try to look for opportunities where we can take advantage of our capabilities. Those things that we think we do well. Your point about restructuring contracts, and we do that across all of our business segments, not just in gathering and processing, is to, our way of thinking of improving capability. And so when we look at a business in gathering and processing it has a heavy load of keep-whole. We can face that with a certain amount of confidence that we've been there, we've done that and we feel that, that may be an upside that others may not be as confident about. So would we acquire an asset that has exposure to keep-whole? Yes. But we would acquire it with a view to reduce that exposure through recontracting efforts now. Having said that as it relates to the second part of your question, which I just went blank on. Keep-whole spreads, how could we forget that? Yes, if you look at a graph, for those of us been hanging around a long time, and that includes me. I mean, as you go from left to right in time, little bars that stick up and measure the keep-whole spread, they don't hand up, they don’t go up very high until you get into about the last two years or three years and then they jump off and they are coming back down. And as we've said many times before over time, in gathering and processing, you will spend more time below the average than he will above. We said that in 2000, we've said it every year since then and it remains the truth. That's a fundamental of the business. We are pleased that we have the experience, the high commodity prices, but to be candid, as I look back, I wonder sometimes if we wouldn't be better off with more fee based. We almost have no exposure to keep-whole. We have about 30% exposure to POP and we benefit from the upside. But in times like this, where we see the projection for the commodity prices to go down, and it seems as though people – it seems as though investors, I should say, don't reward us for having put the portfolio in a position to capture the upside. It's more that it's a failure that we are reducing our expectations for gathering and processing operating costs. So that would argue the investor would rather see more fee based, that 70%, 60%, 70% number in gathering and processing going up. So that's one thing inside the gathering and processing (inaudible) this team are looking at.

The next question is from Rebecca Followill from Tudor, Pickering. Rebecca Followill – Tudor, Pickering: Good morning. On energy services, your guidance for 2009 is considerably higher than 2008, yet your letting go of a lot of storage. So can you walk us through how it goes higher in 2009? And what percent of that 115 million of EBIT guidance is hedged?

I can give you a quick answer to it, and then we can turn it over to Jim or Terry, but the bottom line is we have, yes, we have, the hedges we're going to have less but the spreads are going to be greater. So less times more equals more. Jim, is there anything?

Not to get too far into the details with that, but if you think back to the first quarter of '08, where we had extremely cold weather as we supplied our demand customers, the LDCs, there are claw backs to some of those demand charges that we end up giving back because we have to go out in the open market and buy gas to serve those customers instead of pulling out of storage. So that was an event in the first quarter last year. It's not happening this year. This year, remember, prices just kept continuing moving upward last year. This year, what we've seen is a natural gas price trending down, so you will set the first of the month index and cash prices will trade down, which gives us an opportunity to make margin from using our storage gap. Then if you more step back to what John was talking about, well, made one more thing with storage, again when gas prices ran up to $10 and $12 as we were injecting gas last year and then fell to $5 and $6, we, although forward sold some of that had a pretty high inventory costs so that limited our margins. And again, the transport margin, especially truing the Rockies in the Mid-Continent was low last year, so you fast forward to this year. We've hedged a lot of our storage margin for 2009. We've hedged 70% of our transport margin as those spreads widened during different parts of the year last year. So even with, well, even with just 65 BCF of capacity that we're going to utilize this year, we'll generate that higher profit. Rebecca Followill – Tudor, Pickering: Of the 115 million, how much is locked in?

Rebecca, this is Terry. If you look at our transportation book, our transportation book has improved in value considerably from 2008, what we're showing as guidance for 2009. When you take the fact that our nearly 70% of our transportation position is hedged and nearly all our storage position is hedged, you look in from as percentage of gross margin, you are pushing 80% of that, pretty well locked down. Rebecca Followill – Tudor, Pickering: Okay. And then finally, on the fourth quarter – I know in the third quarter, you had about a 10 million write down of storage, was there any write-down of storage in the fourth quarter?

Rebecca, No. Rebecca Followill – Tudor, Pickering: Okay. Thank you.

The next question is from Alex Meyer [ph] from DLB [ph]. Alex Meyer – DLB: Hi, my question has been answered. Thank you.

The next question is from Lewis Shammy from Zimmer Lucas. Lewis Shammy – Zimmer Lucas: Hi, congratulations on the good year, everybody.

Thanks, Lewis. Lewis Shammy – Zimmer Lucas: I had a couple of questions. First one was regarding the 350 million or so of gross capital for this year. Can you guys give some outline as to how that's going to be spent or on which discrete projects that will be allocated to?

Curtis or excuse me, let me, I'll throw that one to Jim. Try to find some detail in our many sheets of paper here.

A lot of that, I think if I remember the number correctly, about $170 million of that is completing the larger projects we have going, that Arbuckle and Piceance and D-J. Then the remainder of that is just what I would call our routine growth where in gathering and processing and the other segments where we're connecting new wells in our natural gas pipeline segment, where we're doing interconnects and finishing Guardian pipeline it was that type of thing. Lewis Shammy – Zimmer Lucas: Okay. So would you say that any of the 2008 spending, I guess, slipped into 2009? Or anything like that?

I guess this may not answer your question, but how I would answer that is again, we were building Guardian, we're building Arbuckle, we were building D-J, and had started Piceance, so completing those, I guess those dollars, those projects would be completed in '09, so that's a roll of dollars, yes. We didn't specifically pick projects in '08 and say I'll have to defer that to '09 because of some financial engineering type issue or anything like that. Lewis Shammy – Zimmer Lucas: Got it. Okay. And the other question I had with regarding at ethane rejection, so in your forecast, you're expecting that to be intermittent throughout the year. What kind of dollar impact to your guidance would you say is coming from at ethane rejection? I guess on the NGL pipelines or the gathering fractionation.

Lewis, this is Terry, we've not disclosed that in the past from a dollar standpoint, but I can tell you volume metrically it's about 10% to 15%. So when we go to ethane rejection, that's the impact to our volumes. As far as 2009 goes, we do have ethane rejection in our guidance, but if this thing goes to a sustained ethane rejection for the balance of the year, we do not have that factored in. Lewis Shammy – Zimmer Lucas: Okay. But just to clarify on that, during a period of ethane rejection, your volumes are 10% to 15% lower, and then some you're averaging in some portion of that to your expectations for '09?

That's correct, and what I'm referring to are gathering and fractionation volumes. Lewis Shammy – Zimmer Lucas: Okay. Got it. Thanks a lot.

The next question is from Sam Brothwell from Wachovia. Sam Brothwell – Wachovia: Hi, good morning, I think most of mine have been covered, but do you have any thoughts, do you expect Williams to possibly exercise its option on Overland Pass this year?

You know, Sam, we don't, simply because we understand in their conference call last week they said they did not have that included in their capital. It doesn't mean they can't change their mind, but at least that's what they told their investors. Sam Brothwell – Wachovia: I just wanted to know if you have any different take. Thank you.

Okay. Well, thank you, all. This concludes the ONEOK and ONEOK Partners Call. As a reminder, our quite period for the first quarter will start when or books close in early April and will expand until earnings and release we will provide a reporting date and conference call information for the first quarter at a later date. Christy Williams and I will be available throughout the day for follow-up questions. Thanks for joining us. And have a good day.

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