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                         Consent Decree


                        I.  Introduction

1.   This Consent  Decree  is  entered into  by  the  Enforcement 
Bureau of the  Federal Communications  Commission ("Bureau")  and 
ONEOK, Inc. d/b/a Oklahoma Natural Gas Company (ONEOK''). 

                         II.  Background

2.   ONEOK is a Tulsa,  Oklahoma-based integrated energy  company 
engaged  in  natural  gas  distribution  and  transmission,   gas 
processing, gas  marketing,  oil  and  gas  production,  and  the 
wholesale marketing  of  electricity.  It  owns  and  operates  a 
25,091-mile distribution network, 5,366 miles of transmission and 
gathering pipeline, and seven storage facilities.  In  connection 
with its utility business, ONEOK operates a communications system 
which includes land mobile and microwave stations.

3.   On November  30,  1997,  ONEOK's predecessor  engaged  in  a 
transaction in which it was merged into another corporation, with 
the surviving  corporation being  renamed Oneok,  Inc.   Although 
there was  no  substantive  change in  control,  the  transaction 
effectuated a pro forma assignment of licenses of ONEOK's 82 land 
mobile  and   two  microwave   authorizations,  requiring   prior 
Commission  consent   pursuant   to   Section   310(d)   of   the 
Communications  Act  of  1934,  as  amended  (``Act'').    ONEOK, 
however, did not file applications for Commission consent to  the 
assignment of these  licenses until May  2000.  The  applications 
have since been granted.

4.   On April  30,  1999,  ONEOK  acquired  certain  natural  gas 
gathering and  processing assets  of Koch  Midstream  Enterprises 
(``Koch''). The  transaction  also included  the  acquisition  by 
ONEOK of three land mobile licenses (one of which expired in July 
1999) and six microwave licenses  held by Koch.  The  transaction 
effectuated  a  substantial  transfer  of  control  of  the  nine 
authorizations requiring prior Commission approval under  Section 
310(d) of the Act.  ONEOK, however, did not file applications for 
Commission consent to the transfer  of control of these  stations 
until the latter half of 2000.  The applications have since  been 
granted.

5.   On October 24, 2000, ONEOK permitted the authorizations  for 
five MAS  microwave  facilities  to expire.  Section 301  of  the 
Communications Act of 1934, as amended, 47 U.S.C.  301, requires 
a valid authorization to operate each of the facilities.   ONEOK, 
however, continued  to  operate the  stations  without  authority 
until December  20,  2000,  on which  date  it  obtained  Special 
Temporary Authority.  ONEOK has  filed applications to  relicense 
the stations.  The applications are pending. 

                        III.  Definitions

6.   For the  purposes  of  this Consent  Decree,  the  following 
definitions shall apply:

(a)  "Commission" means the Federal Communications Commission.

(b)  "Bureau" means the Commission's Enforcement Bureau.

(c)  "ONEOK''  means  ONEOK,  Inc.  d/b/a  Oklahoma  Natural  Gas 
     Company

     (d)  "Order" means  the  order  of  the  Enforcement  Bureau 
          adopting this Consent Decree.

     (e)  "Final Order" means the Order that is no longer subject 
          to administrative or judicial reconsideration,  review, 
          appeal, or stay.

     (f)  ``Act''  means  the  Communications  Act  of  1934,  as 
          amended, Title 47 of the United States Code.  

                         IV.  Agreement

7.   ONEOK agrees  that  the  Bureau has  jurisdiction  over  the 
matters contained in  this Consent  Decree and  the authority  to 
enter into and adopt this Consent Decree.

8.   The Bureau and ONEOK agree that this Consent Decree does not 
constitute an adjudication on  the merits or  any finding on  the 
facts  or  law  regarding  any  violations  of  the  Act  or  the 
Commission's rules committed by ONEOK.
      
9.   ONEOK agrees that it shall make a voluntary contribution  to 
the United States Treasury in the amount of $15,000.00 within  10 
calendar days after the Bureau  releases the Order adopting  this 
Consent Decree. 

10.  ONEOK agrees to implement, within 10 calendar days after the 
Bureau  releases  the  Order  adopting  this  Consent  Decree,  a 
comprehensive internal program,  a summary of  which is  attached 
hereto, to ensure  ONEOK's future  compliance with  the Act,  the 
Commission's rules, and the Commission's policies. 

11.  In  express  reliance  upon  the  representations  contained 
herein, the Bureau agrees to terminate its investigation into the 
matters discussed in paragraphs 3 - 5, above. 

12.  The Bureau  agrees  not  to institute  any  new  proceeding, 
formal or  informal,  of  any kind  against  ONEOK  for  apparent 
violations of Sections 310(d)  and 301 the  Act arising from  the 
matters discussed in paragraphs 3 - 5, above. 

13.  In the event that  ONEOK is found by  the Commission or  its 
delegated authority to  have engaged  in a  violation of  Section 
310(d) or 301 of the Act  subsequent to the release of the  Order 
adopting this  Consent  Decree,  ONEOK agrees  that  the  conduct 
described in paragraphs  3 - 5  above, may be  considered by  the 
Commission  or  its   delegated  authority   in  determining   an 
appropriate sanction. 

14.  ONEOK waives  any  and  all  rights  it  may  have  to  seek 
administrative or  judicial  reconsideration, review,  appeal  or 
stay, or to otherwise challenge  or contest the validity of  this 
Consent Decree  and  the  Order  adopting  this  Consent  Decree, 
provided the  Order is  limited to  adopting the  Consent  Decree 
without change, addition, or modification.

15.  ONEOK and the  Bureau agree that  the effectiveness of  this 
Consent Decree  is  expressly  contingent upon  issuance  of  the 
Order, provided  the  Order  adopts the  Consent  Decree  without 
change, addition, or modification. 

16.  ONEOK and  the Bureau  agree  that in  the event  that  this 
Consent Decree  is rendered  invalid by  any court  of  competent 
jurisdiction, it shall become null and  void and may not be  used 
in any manner in any legal proceeding.

17.  ONEOK and the Bureau agree that if ONEOK, the Commission, or 
the United States on behalf of the Commission, brings a  judicial 
action to enforce the  terms of the  Order adopting this  Consent 
Decree, neither  ONEOK  nor  the  Commission  shall  contest  the 
validity of  the  Consent Decree  or  Order, and  ONEOK  and  the 
Commission shall waive  any statutory  right to a  trial de  novo 
with respect  to  any  matter  upon  which  the  Order  is  based 
(provided in each case that the Order is limited to adopting  the 
Consent Decree without  change, addition,  or modification),  and 
shall consent  to  a judgment  incorporating  the terms  of  this 
Consent Decree.

18.  ONEOK agrees to waive any claims it may otherwise have under 
the Equal Access to Justice Act, Title 5 U.S.C.  504 and 47 C.F. 
R.   1.1501  et  seq.,  relating to  the  matters  discussed  in 
paragraphs 3 - 5 above.

19.  ONEOK agrees that any violation  of the Order adopting  this 
Consent Decree shall constitute a separate violation and  subject 
ONEOK to appropriate administrative sanctions.

20.  ONEOK and the  Bureau agree  to be  bound by  the terms  and 
conditions stated herein.

21.  ONEOK and the Bureau agree  that this Consent Decree may  be 
signed in counterparts.



ENFORCEMENT BUREAU
FEDERAL COMMUNICATIONS COMMISSION 


By:                                         _____________________                                               
___________  
     David H. Solomon                        Date
     Chief




ONEOK, INC. 


By:                                        ______________________                                              
___________              
     Charles Moore                           Date
     Vice President                  






                  SUMMARY OF COMPLIANCE PROGRAM
                               OF
         ONEOK, INC. d/b/a OKLAHOMA NATURAL GAS COMPANY



Corporate Compliance Program to Include FCC Regulations

     ONEOK's Section 310(d) and Section 301 compliance program is 
part of  a  larger  FCC  compliance  program  that  involves  the 
following elements: Compliance Manual and Training and procedures 
for identifying and responding to potential transfers covered  by 
Section 310(d) and proper operations pursuant to Section 301.

Compliance Training Program

     ONEOK,  in  conjunction   with  outside   telecommunications 
counsel, has  established  a  telecommunications  FCC  compliance 
program   specifically    geared   for    employees,    including 
representatives from the General Counsel's office, who engage  in 
any FCC-related  activities.   The program  includes  a  thorough 
review of  FCC  transfer  and  control  and  operational  issues.  
Training sessions will be conducted at least annually by  counsel 
to ensure  compliance with  the Communications  Act of  1934,  as 
amended, and FCC regulations.

Internal Review Procedures

     ONEOK has  established  a centralized  internal  review  and 
supervision  process  for  the  handling  of  all  FCC   licensed 
facilities, FCC license  applications and  related pleadings  and 
correspondence.  All ONEOK corporate departments and subsidiaries 
will be in close contact with ONEOK compliance officers to ensure 
that all FCC  rules and regulations  are being adhered  to on  an 
ongoing  basis   and   prior   to  and   during   any   corporate 
restructuring, acquisitions  or related  transactions.  ONEOK  is 
sensitive to the requirements of 47 U.S.C.  310(d) and  301 and 
will  maintain   open   communications  between   corporate   and 
telecommunications departments and personnel in order to  prevent 
any pro  forma  or substantial  unauthorized  assignments  and/or 
transfers of control and operations of stations outside the scope 
of an FCC authorization.