Item 1.

 

(a)

NAME OF ISSUER:

 

ONEOK Partners, L.P.

 

(b)

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 

100 West 5^th Street, Suite 1831

Tulsa, OK 74103-4298

 

Item 2.

 

(a)	NAME OF PERSON FILING:

 

This Statement is being filed by and on behalf of ONEOK, Inc. (“ONEOK”) and  ONEOK Partners GP, L.L.C. (“ONEOK GP” and, together with ONEOK, the “Reporting Persons”).

 

(b)	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

The address of the principal business office of each of the Reporting Persons is 100 West 5^th Street, Suite 1831, Tulsa, OK 74103-4298.

 

(c)	CITIZENSHIP:

 

ONEOK is an Oklahoma corporation.  ONEOK GP is a Delaware limited liability company.

 

(d)	TITLE OF CLASS OF SECURITIES:

 

Common Units Representing Limited Partner Interests (“Common Units”).

 

(e)	CUSIP NUMBER:  68268N103

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO §§240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

(a)  [  ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b) [  ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c) [  ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d) [  ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e) [  ]

An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f) [  ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g) [  ]

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h) [  ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i) [  ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j) [  ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not applicable.

 

Item 4.

OWNERSHIP:

 

The percentages set forth in this Item 4 are based on there being 46,397,214 Common Units outstanding as of October 31, 2007, as disclosed in the Form 10-Q filed by ONEOK Partners, L.P. on November 2, 2007 for the quarter ended September 30, 2007 and assuming the conversion of 36,494,126 Class B Units into Common Units, based upon an aggregate of 82,891,340 Common Units.

 

ONEOK

(a)

AMOUNT BENEFICIALLY OWNED (As of December 31, 2007):  36,994,126

 

(b)

PERCENT OF CLASS:  44.6%

 

(c)

NUMBER OF SHARES AS TO WHICH THE PERSON HAS:

 

(i)

sole power to vote or to direct the vote:  36,494,126

 

(ii)

shared power to vote or to direct the vote:  500,000

(iii)

sole power to dispose or to direct the disposition of:  36,994,126

 

(iv)

shared power to dispose or to direct the disposition of:  500,000

 

ONEOK  GP

(a)

AMOUNT BENEFICIALLY OWNED (As of December 31, 2007):  500,000

 

(b)

PERCENT OF CLASS:  0.6%

 

(c)

NUMBER OF SHARES AS TO WHICH THE PERSON HAS:

 

(i)

sole power to vote or to direct the vote:  -0-

 

(ii)

shared power to vote or to direct the vote:  500,000

(iii)

sole power to dispose or to direct the disposition of:  -0-

 

(iv)

shared power to dispose or to direct the disposition of:  500,000

 

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  p

 

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

 

Not applicable.

 

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

 

See Exhibit B.

 

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

 

Not applicable.

 

Item 9.

NOTICE OF DISSOLUTION OF GROUP:

 

Not applicable.

 

Item 10.                  CERTIFICATION:

 

Not applicable.

 

 

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Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Dated:  February 8, 2008

	ONEOK, INC.
	By:	/s/ Curtis L. Dinan
	Name:  Curtis L. Dinan
	Title:    Senior Vice President – Chief Financial Officer and Treasurer

 

 

	ONEOK PARTNERS GP, L.L.C
	By:	/s/ Curtis L. Dinan
	Name:   Curtis L. Dinan
	Title:     Senior Vice President – Chief Financial Officer and Treasurer

 

 

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Exhibit A

 

Joint Filing Agreement

 

The undersigned agree that the foregoing Statement on Schedule 13G (including any and all amendments thereto) is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) under the Act and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.

 

Dated:   February 8, 2008

 

	ONEOK, INC.
	By:	/s/ Curtis L. Dinan
	Name:  Curtis L. Dinan
	Title:    Senior Vice President – Chief Financial Officer and Treasurer

 

 

	ONEOK PARTNERS GP, L.L.C
	By:	/s/ Curtis L. Dinan
	Name:   Curtis L. Dinan
	Title:     Senior Vice President – Chief Financial Officer and Treasurer

 

 

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Exhibit B

 

ONEOK GP is the direct owner of 500,000 Common Units.  ONEOK is the direct owner of 36,494,126 Class B Units.  ONEOK GP is wholly owned by ONEOK and, accordingly, under the rules and regulations of the Securities and Exchange Commission, ONEOK may be deemed to be the beneficial owner of the Common Units owned by ONEOK GP in addition to the Class B Units directly owned by ONEOK.