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                                File No. 70-9097

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   ---------------------------------------------------------------------------

                             AMENDMENT NO. 2 TO THE

                                    FORM U-1

                                   APPLICATION

                                    UNDER THE

                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
           ----------------------------------------------------------

                             WESTERN RESOURCES, INC.
                                818 Kansas Avenue
                              Topeka, Kansas 66612
           ----------------------------------------------------------
                  (Name of companies filing this statement and
                     address of principal executive offices)

                                      None
           ----------------------------------------------------------
                     (Name of top registered holding company
                     parent of each applicant or declarant)

                             John K. Rosenberg, Esq.
                             Western Resources, Inc.
                                818 Kansas Avenue
                              Topeka, Kansas 66612
           ----------------------------------------------------------
                    (Name and address of agents for service)

                  The Commission is requested to mail copies of
                   all orders, notices and communications to:

                              William S. Lamb, Esq.
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                              125 West 55th Street
                          New York, New York 10019-4513


                                TABLE OF CONTENTS

                                                                           Page

Item 1    DESCRIPTION OF PROPOSED TRANSACTIONS...............................4
     A.   Description of the Parties.........................................5
          1.  WRI  ..........................................................5
          2.  ONEOK.........................................................12
     B.   Description of the Transactions...................................15
          1.  Background of the Transactions................................15
          2.  The Transactions..............................................18
          3.  The Shareholder Agreement.....................................21
          4.  Other Agreements..............................................28
          5.  New ONEOK.....................................................31

Item 2    FEES, COMMISSIONS AND EXPENSES....................................38

Item 3    APPLICABLE STATUTORY PROVISIONS...................................38
     A.   Section 10(b).....................................................39
          1.   Section 10(b)(1).............................................40
          2.   Section 10(b)(2) -- Fairness of Consideration................45
          3.   Section 10(b)(2) -- Reasonableness of Fees...................48
          4.   Section 10(b)(3).............................................49
     B.   Section 10(c).....................................................52
          1.   Section 10(c)(1).............................................52
          2.   Section 10(c)(2).............................................59
     C.   Section 3(a)(1)...................................................62

Item 4    REGULATORY APPROVALS..............................................63
     A.   State Public Utility Regulation...................................63
          1.   State Corporation Commission of the State of Kansas..........63
          2.   Corporation Commission of the State of Oklahoma..............64
     B.   Other Federal Regulations.........................................64

Item 5    PROCEDURES........................................................65

Item 6    EXHIBITS AND FINANCIAL STATEMENTS.................................66
     A.   Exhibits..........................................................66
     B.   Financial Statements..............................................68

Item 7    INFORMATION AS TO ENVIRONMENTAL EFFECTS...........................69


The  Form  U-1  Application  in  this  proceeding,  originally  filed  with  the
Commission  on August 28, 1997 and  previously  amended on October 10, 1997,  is
hereby amended and restated in its entirety as follows:

     Pursuant to Sections  9(a)(2) and 10 of the Public Utility  Holding Company
Act of 1935 (the "Act"),  Western  Resources,  Inc., a Kansas corporation having
its principal office in Topeka, Kansas (the "Company" or "WRI"), hereby requests
that  the  Securities  and  Exchange  Commission  (the  "Commission"  or  "SEC")
authorize  the  acquisition  by the  Company of 9.9% of the  outstanding  voting
securities of a  newly-formed  public  utility  company,  WAI, Inc., an Oklahoma
Corporation ("WAI") that will become a public utility company as a result of the
transactions for which approval is requested in this application. WRI has formed
WAI initially as a  wholly-owned  subsidiary of the Company and will  contribute
all of the assets (the "Assets") of the Company's local natural gas distribution
business (the "WRI LDC  Business") and all of the  outstanding  capital stock of
Mid  Continent  Market  Center,  Inc.  ("MCMC") and Westar Gas  Marketing,  Inc.
(Westar Gas  Marketing,  Inc.  together with MCMC and the WRI LDC Business,  the
"Gas  Business")  to WAI (the  "Asset  Transaction").  ONEOK,  Inc.,  a Delaware
corporation  ("ONEOK"),  which,  among other  things,  operates as a gas utility
company as defined in Section 2(a)(4) of the Act, pursuant to an Agreement among
WRI, ONEOK and WAI (the Agreement,  as amended and restated,  the  "Agreement"),
will then merge with and into WAI (the  "Merger",  and  together  with the Asset
Transaction,  the  "Transactions"),  with the  Company  owning up to 9.9% of the
outstanding common stock of WAI and shares of non-voting  convertible  preferred
stock.  In total,  the Company will own no more than 45% of the capital stock of
WAI and the present  shareholders  of ONEOK will own at least 55% of the capital
stock of WAI (the "Ownership  Percentages")  after the Merger. Upon consummation
of the Merger, WAI will be renamed ONEOK, Inc. ("New ONEOK").  The Transactions,
as described herein,  meet all of the statutory  requirements for approval under
Section 9(a)(2) of the Act.

     In connection with the Transactions,  ONEOK and WRI will obtain a no-action
Letter that  represents the SEC Staff's  concurrence  that New ONEOK will not be
deemed to be a  subsidiary  of WRI within the meaning of Section  2(a)(8) of the
Act and WRI will not be  deemed  to be a holding  company  over New ONEOK  under
Section  2(a)(7)  of the Act.  Upon  termination  of the  shareholder  agreement
between WRI and New ONEOK, which is described in detail in Section 1.B.3. below,
WRI will  continue  to be subject to, and abide by, the  restrictions  on voting
ownership and voting of common stock in the Shareholder  Agreement until WRI has
obtained an opinion of counsel or  assurance  from the SEC or the SEC staff that
non-compliance  with these  restrictions would not constitute a violation of the
Act.

Item 1  DESCRIPTION OF PROPOSED TRANSACTIONS

     A.   Description of the Parties

          1.   WRI

     WRI is a public utility  holding  company exempt from all provisions of the
Act except  Section  9(a)(2)  under Section  3(a)(1)  pursuant to Rule 2. WRI is
itself  a  public  utility  company   engaged  in  the   production,   purchase,
transmission,  distribution  and sale of electric  energy in the state of Kansas
and the  transportation  and sale of natural gas  predominantly  in the state of
Kansas,  with some small  operations in Oklahoma.  WRI provides  retail electric
service  to  approximately  329,000  industrial,   commercial,  and  residential
customers  in  Kansas.  WRI also  provides  wholesale  electric  generation  and
transmission  services to numerous  municipal  customers  located in Kansas and,
through interchange agreements,  to surrounding integrated systems. As a natural
gas  utility,  WRI  distributes  gas in Kansas and  northeastern  Oklahoma.  WRI
provides natural gas service to approximately  648,000 retail customers.  WRI is
subject to  regulation as a public  utility with respect to retail  electric and
gas rates and other matters by the State Corporation  Commission of the State of
Kansas (the "KCC") and with respect to retail gas rates and other matters by the
Corporation Commission of the State of Oklahoma (the "OCC").  Additionally,  WRI
is subject to the  jurisdiction  of the Federal  Energy  Regulatory  Commission,
including  jurisdiction  as to rates with  respect to sales of  electricity  for
resale.

     WRI currently has one utility  subsidiary,  Kansas Gas and Electric Company
("KGE")  which  provides  electric  services to  customers  in the  southeastern
portion of Kansas,  including  the Wichita  metropolitan  area.  At December 31,
1996,  it  rendered  electric  services  at  retail  to  approximately   277,000
residential, commercial and industrial customers and provided wholesale electric
generation and transmission  services to numerous municipal customers located in
Kansas and, through interchange  agreements,  to surrounding integrated systems.
KGE does not own or operate any gas properties.  KGE has one active  subsidiary,
Wolf Creek Nuclear  Operating  Corporation  ("WCNOC"),  a Delaware  Corporation,
which is owned 47% by KGE and  operates  the Wolf  Creek  Generating  Station on
behalf  of the  plant's  owners,  including  KGE./1/  KGE  is  also  subject  to
regulation as a public  utility with respect to retail  electric rates and other
matters by the KCC. In  addition,  KGE is subject to  regulation  by the Nuclear
Regulatory  Commission  under the Atomic  Energy  Act of 1954,  as  amended,  in
connection with its ownership of the Wolf Creek nuclear generating facility.

- ----------
/1/  KGE has obtained a No-Action letter regarding Wolf Creek Nuclear  Operating
     Corporation  not being deemed an electric  utility  company  under  section
     2(a)(3) of the Act. SEC No- Action Letter (June 26, 1995)
- ----------

     WRI's non-utility subsidiaries are as follows:

     (a)  Westar Capital,  Inc. ("Westar Capital"), a Kansas  corporation,  with
principal offices at 818 Kansas Avenue,  Topeka, Kansas 66612. Westar Capital is
a holding company for certain  non-regulated  activities of the Company.  Westar
Capital's subsidiaries and affiliates (as defined in the Act) are:

          Hanover  Compressor  Company, a Delaware  corporation,  with principal
          offices at 12001 N. Houston Rosslyn,  Houston,  Texas, 77086.  Hanover
          Compressor  Company  offers  compression  services  to the natural gas
          industry.  Westar Capital owns  approximately  10% of Hanover's common
          stock.

          Westar Financial Services, Inc., a Kansas corporation,  with principal
          offices at 818 Kansas Avenue,  Topeka,  Kansas 66612. Westar Financial
          Services,  Inc.  is engaged  in the  funding  of  activities  of other
          subsidiaries of Western Resources, Inc.

          Wing Columbia,  L.L.C., a limited  liability  company  organized under
          laws of Delaware,  with principal offices at 1610 Woodstead Court, The
          Woodlands,  Texas  77380.  Wing  Columbia,  L.L.C.  invests  in  power
          generation projects in Columbia,  South America.  Westar Capital, Inc.
          owns 99% and The Wing Group,  Limited  Co.  owns 1% of Wing  Columbia,
          L.L.C.

          WestSec,  Inc., a Kansas  corporation,  with principal offices at 4221
          West John Carpenter Freeway,  Irving,  Texas 75063.  WestSec,  Inc. is
          engaged  in the  business  of  monitored  home and  business  security
          systems.

          Westar Limited Partners,  Inc., a Kansas  corporation,  with principal
          offices at 818 Kansas  Avenue,  Topeka,  Kansas 66612.  Westar Limited
          Partners,  Inc.  participates in limited  partnerships and investments
          related to the business of WRI.

          Valence,  L.L.C., a Kansas limited liability  company,  with principal
          offices at 7001 Oxford Street, Minneapolis,  Minnesota 55426. Valence,
          L.L.C.,  in  which  Westar  Limited  has  a  40%  interest,  develops,
          manufactures, produces and distributes electronic parts, equipment and
          products.

          Thunderbird Limited, III, L.P., a Kansas limited partnership, is a low
          income  housing  project  in which  Westar  Limited  is a 82%  limited
          partner.

          Thunderbird  Montery,  L.P., a Kansas  limited  partnership,  is a low
          income  housing  project  in which  Westar  Limited  is a 99%  limited
          partner.

          Oakwood  Manor,  L.P., a Kansas limited  partnership,  is a low income
          housing project, in which Westar Limited is a 99% limited partner.

     (b)  Westar Energy,  Inc. ("Westar  Energy"),  a Kansas  corporation,  with
principal  offices at 818 Kansas  Avenue,  Topeka,  Kansas 66612.  Westar Energy
provides services to large commercial and industrial customers.  Westar Energy's
subsidiaries are:

          Westar Energy  Investments,  Inc., a Kansas corporation with principal
          offices at 818 Kansas  Avenue,  Topeka,  Kansas  66612.  Westar Energy
          Investments, Inc. holds investments of Westar Energy, Inc.

          Westar Gas  Marketing,  Inc.,  a Kansas  corporation,  with  principal
          offices at 1100 SW Wanamaker  Road,  Ste. 101,  Topeka,  Kansas 66604.
          Westar  Gas  Marketing,   Inc.,   arranges   natural  gas  purchasing,
          transportation, and delivery for natural gas users.

          Westar Gas Company, a Delaware corporation,  with principal offices at
          1100 SW Wanamaker Road, Ste. 1001,  Topeka,  Kansas 66604.  Westar Gas
          Company gathers and processes natural gas in Oklahoma and Kansas.

          Indian Basin Venture I & II, New Mexico joint ventures, with principal
          offices at 1100 SW Wanamaker  Road,  Ste. 101,  Topeka,  Kansas 66604.
          Indian Basin Ventures operates a gas processing plant in New Mexico.

          Westar Electric Marketing, Inc., a Kansas corporation,  with principal
          offices at 818 Kansas Ave.,  Topeka,  Kansas  66612.  Westar  Electric
          Marketing,   Inc.  arranges   electric   marketing  and  brokering  to
          commercial and industrial customers on a wholesale level.

          Westar Business Services,  Inc., a Kansas corporation,  with principal
          offices at 818 Kansas Ave.,  Topeka,  Kansas  66612.  Westar  Business
          Services,  Inc. is a provider of energy related services to commercial
          and industrial customers.

     (c)  Westar Security, Inc. ("Westar Security"), a Kansas corporation,  with
principal  offices at 4221 West John  Carpenter  Freeway,  Irving,  Texas 75063.
Westar Security  identifies and develops  consumer products and services related
to the energy business. Westar Security's subsidiaries are:

          Secure  America  Alarm  Systems,  Inc.,  a  Kansas  corporation,  with
          principal  offices  at 14227 W. 95th  Street,  Lenexa,  Kansas  66215.
          Secure  America is  engaged  in the  business  of  monitored  home and
          business security systems.

          Sentry Protective  Alarms,  Inc., a Kansas  corporation with principal
          offices  at  14227  W.  95th  Street,  Lenexa,  Kansas  66215.  Sentry
          Protective  Alarms,  Inc. is engaged in the business of monitored home
          and business security systems.

          Sentry  Protective  Alarms,   Inc.,  a  California   corporation  with
          principal  offices  at 14227 W. 95th  Street,  Lenexa,  Kansas  66215.
          Sentry Protective Alarms, Inc. is engaged in the business of monitored
          home and business security systems.

          Security  Monitoring  Services,  Inc.,  a  Florida  corporation,  with
          principal  offices  at 725 South  State  Road 434,  Longwood,  Florida
          32752.  Security Monitoring Services,  Inc. is engaged in the business
          of monitored home and business security systems.

          Nexstar,  Inc., a Florida  corporation,  with principal offices at 725
          South  State Road 434,  Longwood,  Florida  32752.  Nexstar,  Inc.  is
          engaged  in the  business  of  monitored  home and  business  security
          systems.

          Safeguard Alarms, Inc., a Missouri corporation, with principal offices
          at 14227 W. 95th Street,  Lenexa, Kansas 66215. Safeguard Alarms, Inc.
          is engaged in the  business of monitored  home and  business  security
          systems.

          Westar  Communications,  Inc., a Kansas  corporation,  with  principal
          offices  at  1324 S.  Kansas  Avenue,  Topeka,  Kansas  66612.  Westar
          Communications, Inc. operates a paging system in Kansas.

          Westar Security Services,  Inc., a Kansas corporation,  with principal
          offices  at  1324 S.  Kansas  Avenue,  Topeka,  Kansas  66612.  Westar
          Security  Services,  Inc. is engaged in the business of monitored home
          and business security systems.

     (d)  MCMC, a Kansas corporation, with principal offices at 818 Kansas Ave.,
Topeka, Kansas 66612. MCMC offers natural gas transportation, wheeling, parking,
balancing and storage  services to natural gas  producers.  MCMC's  subsidiaries
are:

          Market Center Gathering,  Inc., a Kansas  corporation,  with principal
          offices at 818 Kansas  Avenue,  Topeka,  Kansas  66612.  Market Center
          Gathering, Inc. facilitates the operation of gas gathering systems.

     (e)  Western  Resources Capital I and II, Delaware  business  trusts,  were
established for the purpose of issuing securities.

     (f)  The Wing Group, Limited Co., a Delaware  corporation,  with  principal
offices at 1610 Woodstead  Court,  The Woodlands,  Texas 77380.  The Wing Group,
Limited Co. is a developer of international power generation projects.  The Wing
Group, Limited Co.'s subsidiaries are:

          Wing Capital,  L.L.C.,  a Delaware  Limited  Liability  Company,  with
          principal offices at 1610 Woodstead Court, The Woodlands, Texas 77380.
          Wing Capital invests in projects of The Wing Group.

          Wing Thailand, Inc., a Delaware Corporation, with principal offices at
          1610  Woodstead  Court,  The  Woodlands,  Texas 77380.  Wing  Thailand
          invests in projects in Thailand.

          The Wing Group  International,  Inc., a Cayman Islands  Company,  with
          principal offices at 1610 Woodstead Court, The Woodlands, Texas 77380.

     (g)  CPI-Western Power Holdings, Ltd., a Bermuda Limited Liability Company.
WRI owns 50% of CPI-Western  Power  Holdings,  Ltd, a master joint venture which
invests in power generation projects in China.

     (h)  Western  Resources (Bermuda) Ltd., a Bermuda Limited Liability Company
is a holding company to hold the interest of WRI in CPI-Western  Power Holdings,
Ltd.

     (i)  Wing  Turkey,  Inc.,  is a  corporation  organized  under  the laws of
Delaware,  with principal offices at 1610 Woodstead Court, The Woodlands,  Texas
77380. Wing Turkey,  Inc. invests in power generation  projects in Turkey.  Wing
Turkey, Inc.'s subsidiaries are:

          Wing  International,  Ltd., a Texas Limited  Liability  Company,  with
          principal offices at 1610 Woodstead Court, The Woodlands, Texas 77380.
          Wing  International,  Ltd.  invests in power  generation  projects  in
          Turkey.  Wing Turkey,  Inc.  owns 99% and The Wing Group,  Limited Co.
          owns 1%.

     The common stock,  $5.00 par value, of the Company ("Company Common Stock")
is listed on the New York Stock Exchange  ("NYSE").  As of July 30, 1997,  there
were 65,220,373 shares of Company Common Stock outstanding.

     For the year ended December 31, 1996, the Company's operating revenues on a
consolidated basis were approximately $2.05 billion, of which approximately $549
million was derived from the Company's  jurisdictional  natural gas  operations,
approximately  $1.197  billion was  derived  from the  Company's  jurisdictional
electric   operations   and   approximately   $301   million  was  derived  from
non-jurisdictional  operations.  Consolidated  assets  of the  Company  and  its
subsidiaries  at December 31, 1996 were  approximately  $6.65 billion,  of which
approximately $4.36 billion consists of identifiable utility property, plant and
equipment.

     A more  detailed  summary of  information  concerning  the  Company and its
subsidiaries  is contained in the  Company's  Annual Report on Form 10-K for the
year ended  December  31,  1996,  the  Company's  Form U-3A-2 for the year ended
December  31,  1996 and the  Company's  Quarterly  Reports  on Form 10-Q for the
quarters ended March 31, 1997 and June 30, 1997, which are  incorporated  herein
by reference as Exhibits H-1, H-2, H-3 and H-4, respectively.

     WRI has entered into an Agreement and Plan of Merger,  dated as of February
17, 1997,  with Kansas City Power & Light  Company  ("KCPL"),  a public  utility
company which  operates as an electric  utility  company in the states of Kansas
and Missouri. WRI intends to undertake a merger such that KCPL would be acquired
by WRI.  KCPL  conducts  approximately  one-third of its utility  operations  in
Kansas and  approximately  two-thirds in Missouri.  In connection  with the KCPL
transaction,  the Company  would claim an  exemption,  or seek an order from the
Commission declaring an exemption, from all provisions of the Act except Section
9(a)(2).

          2.   ONEOK

     ONEOK,  is a Delaware  corporation  having its  principal  office in Tulsa,
Oklahoma.  It engages through its divisions and  subsidiaries in several aspects
of the energy business. ONEOK purchases,  gathers,  compresses,  transports, and
stores natural gas for distribution to consumers.  It transports gas for others,
leases pipeline capacity to others for their use in transporting gas, and leases
a small intrastate  transmission  system in Texas to others.  ONEOK explores for
and produces oil and gas, extracts and sells natural gas liquids, and is engaged
in  the  gas  marketing  business.   In  addition,  it  leases  and  operates  a
headquarters  office  building  (leasing  excess  space to others)  and owns and
operates a related parking facility. ONEOK is presently neither an associate nor
an affiliate of a public-utility holding company.

     ONEOK's business is conducted in two general environments, a rate regulated
environment    ("Regulated   business")   and   a   non-regulated    environment
("Non-Regulated business") as follows: Regulated Business.  Oklahoma Natural Gas
Company,  a division,  and two  subsidiaries,  ONG  Transmission  Company  ("ONG
Transmission")  and  ONG  Sayre  Storage  Company  ("Sayre")  comprise  a  fully
integrated   intrastate  natural  gas  gathering,   storage,   transmission  and
distribution  operation  which  provides  natural gas service to  wholesale  and
retail  customers,  primarily in the state of Oklahoma.  The  operations  of the
division and two subsidiaries  are  consolidated for ratemaking  purposes by the
OCC.  Pipeline  capacity is leased to industrial  customers to transport natural
gas to their  facilities  and ONG  Transmission  transports gas for others under
Section  311(a) of the Natural Gas Policy Act of 1989  ("NGPA").  Natural gas is
purchased  from  gas  processing  plants,  producing  gas  wells,  and  pipeline
suppliers,  and, utilizing five underground storage facilities as necessary,  is
delivered to  approximately  730,000  customers  located in 294  communities  in
Oklahoma.  The largest  markets  are the  Oklahoma  City and Tulsa  metropolitan
areas. An estimated population of over 2 million is served.  Natural gas is also
sold and/or pipeline capacity leased to other local gas distributors  serving 44
Oklahoma  communities.  Sayre's gas storage  facility is leased,  on a long-term
basis, to and operated by the Natural Gas Pipeline  Company of America with some
of the capacity  retained for use as part of the  regulated  operation.  Storage
capacity is leased to third parties from time to time.  OkTex  Pipeline  Company
transports  gas from  ONEOK's  Oklahoma  system  to  pipelines  in Texas  and is
regulated by the Federal Energy Regulatory Commission.

     Non-Regulated  Business.  The  non-regulated  business includes natural gas
marketing by ONEOK Gas  Marketing  Company,  gas  processing  by ONEOK  Products
Company and oil and gas exploration  and production by ONEOK Resources  Company.
Other  business  includes  leasing and  operating  (and leasing  excess space) a
headquarters  building  by ONEOK  Leasing  Company  and owning and  operating  a
parking garage by ONEOK Parking Company.

     The marketing  business  consists of purchasing  and marketing  natural gas
primarily in the mid-continent  area of the United States.  An affiliate,  ONEOK
Producer Services Company, also provides marketing and related services to small
producers  in  Oklahoma.  The gas  processing  business  includes  non-operating
interests  in 15 gas  processing  plants  primarily  in Oklahoma  which  extract
natural gas liquids,  which are  fractionated  and sold to others as  individual
products.  The oil and gas business is  concentrated in Oklahoma where crude oil
and natural gas is explored for and produced.  The Company has working interests
in 821  gas  wells  and  737 oil  wells  located  principally  in  Oklahoma  and
Louisiana. Of these, 234 are operated properties.

     The common stock,  without par value,  of ONEOK ("ONEOK  Common  Stock") is
listed on the NYSE. As of May 31, 1997,  there were  27,997,925  shares of ONEOK
Common Stock outstanding.

     For the year  ended  August  31,  1996,  ONEOK's  operating  revenues  on a
consolidated basis were approximately $1.22 billion, of which approximately $538
million was attributable to regulated  natural gas  distribution  activities and
approximately  $686 million to gas marketing,  processing,  gas  exploration and
production  and  other  operations.   Consolidated   assets  of  ONEOK  and  its
subsidiaries  at May 31, 1997 were $1.40 billion,  of which  approximately  $678
million consists of its gas distribution property, plant and equipment.

     A  more  detailed   summary  of  information   concerning   ONEOK  and  its
subsidiaries  is  contained in ONEOK's  Annual  Report on Form 10-K for the year
ended August 31, 1996,  ONEOK's  Quarterly Reports on Form 10-Q for the quarters
ended  November  30,  1996,  February  28,  1997  and May 31,  1997,  which  are
incorporated   herein  by  reference  as  Exhibits   H-5,   H-6,  H-7  and  H-8,
respectively.

     B.   Description of the Transactions

          1.   Background of the Transactions

     In October 1992,  WRI began actively to pursue bids for the sale of its gas
operations. In May 1993, ONEOK and the Southern Union Company ("Southern Union")
submitted a joint  proposal to separately  acquire  certain  portions of the gas
business  of WRI.  Southern  Union's  bid was for  WRI's  Missouri  distribution
system, while ONEOK's bid was for WRI's Oklahoma and certain of WRI's Kansas gas
distribution  systems.  On June 22, 1993, ONEOK publicly  announced that WRI and
ONEOK were conducting negotiations regarding the possible sale to ONEOK of WRI's
local  natural gas  distribution  operations  in Oklahoma and  gas-only  utility
operations  in eastern  Kansas.  Negotiations  between  ONEOK and WRI  continued
through  mid-July 1993. The parties were unable to reach mutual agreement on the
terms of the proposed sale, and on July 15, 1993,  ONEOK publicly  announced the
termination of negotiations with WRI.

     On January 29, 1996,  Eugene Dubay of ONEOK and certain  executives  of WRI
met in Topeka, Kansas regarding the possible purchase by ONEOK of WRI's Oklahoma
and certain of its Kansas local natural gas distribution  systems.  During April
1996, executives of WRI held several discussions with ONEOK executives regarding
the size and form of  consideration  for the  transactions and WRI's proposal to
retain a  significant  investment in the business  through  ownership of capital
equity  in the  combined  business  as full  or  partial  consideration  for the
transactions.

     In June 1996, WRI and ONEOK executed a confidentiality  agreement relating,
among other  things,  to the  information  to be provided by each company to the
other.  Following the execution of such confidentiality  agreement,  the parties
began their respective due diligence reviews.

     On July 16,  1996,  managements  of ONEOK and WRI met in Topeka,  Kansas to
discuss the structure and terms of the transactions and the potential  operating
synergies which might result.

     On September 4, 1996,  senior  management of ONEOK and WRI had a meeting in
Tulsa,  Oklahoma to further  discuss the structure of the  transactions  and the
prospect of WRI's continued equity ownership in the combined  business after the
closing  of  such  proposed   transactions.   ONEOK  management   indicated  its
willingness  to enter into a proposed  transaction  structure in which WRI would
subsequently hold, subject to certain  standstill  restrictions,  up to 45.0% of
the common stock of the combined  entity on a fully  diluted basis and receive a
certain amount of cash.

     During October 1996 through  mid-November  1996,  members of the respective
senior  managements of each of ONEOK and WRI and their  respective  counsel held
several  discussions  relating  to the terms of the  Shareholder  Agreement  (as
defined below under "The Shareholder  Agreement") and other matters,  including,
but not limited to, the number of shares of the combined business to be received
by WRI in the Transactions, WRI's board representation in the combined business,
WRI's voting rights,  a standstill  provision,  WRI's top-up rights,  the Rights
Agreement  (as defined  below under "New  ONEOK"),  WRI's  registration  rights,
transfer  restrictions  on WRI regarding  its stock holding in New ONEOK,  and a
buy/sell  option for both WRI and New ONEOK.  During this time  period,  WRI and
ONEOK exchanged detailed  operational,  financial and other business information
and the respective senior  managements and legal and financial  advisors of each
of ONEOK and WRI continued to conduct their due diligence reviews.

     From the end of November  1996  through  the  beginning  of December  1996,
discussions  between the respective senior  managements of each of ONEOK and WRI
and their counsel  progressed toward  finalization of the terms of the Agreement
and the Shareholder Agreement.

     On December 11, 1996, the WRI Board,  at its regularly  scheduled  meeting,
unanimously   approved  the  Agreement,   the  Shareholder   Agreement  and  the
Transactions.

     On December  11,  1996,  the ONEOK  Board met to  consider  approval of the
Agreement,  the  Shareholder  Agreement  and the  Transactions.  At the meeting,
PaineWebber Incorporated ("PaineWebber") presented its oral opinion to the ONEOK
Board that,  as of such date,  the  proposed  Transactions  were fair to ONEOK's
shareholders  from a financial  point of view.  After further  discussion by the
ONEOK Board of the proposed  Transactions,  the ONEOK Board  concluded  that the
Transactions  were in the best interest of ONEOK's  shareholders and unanimously
approved the Agreement,  the Shareholder  Agreement,  other ancillary agreements
and the Transactions contemplated thereby.

     On December 12, 1996,  WRI and ONEOK  executed the  Agreement  and publicly
announced the Transactions.

     On January 31, 1997, WRI received a letter from the  Commission  confirming
WRI's continued  eligibility to account for a certain other  unrelated  business
combination as a "pooling of interests." It is a condition to WRI's  obligations
to close the Transactions that WRI's accountants confirm such eligibility.

     On May 19,  1997,  WRI and ONEOK  amended and  restated  the  Agreement  to
include New ONEOK as a party and to make several technical revisions.

          2.   The Transactions

     The Agreement  among WRI, WAI and ONEOK provides that WRI will  contribute,
or will cause to be contributed,  to WAI all of the Assets.  WRI will then cause
WAI to assume  all of the  liabilities  of WRI that arise  primarily  out of, or
relate primarily to or are primarily  generated by, the Assets and approximately
$35  million  aggregate  principal  amount of debt of WRI with terms  permitting
prepayment  with no more  than 30  days'  prior  notice  without  penalty  and a
maturity of no more than three years (the "Assumed Debt"). The amount of Assumed
Debt will be subject to  adjustment  based on changes in the working  capital of
the Gas  Business  and the  dollar  amounts  of  certain  gas  business  capital
expenditures to be made by each of ONEOK and WRI for the period from December 1,
1996 through the closing date of the Transactions (the "Closing Date").

     Immediately  after the Asset  Transaction,  ONEOK  will merge with and into
WAI, with WAI as the surviving corporation, whereupon WAI's name will be changed
to "ONEOK,  Inc." The outstanding shares of ONEOK Common Stock will be converted
on a  one-for-one  basis  into the right to receive  shares of New ONEOK  Common
Stock.  Each share of New ONEOK  Common Stock will be issued  together  with the
corresponding  number of associated  rights to purchase one  one-hundredths of a
share of Series C Preferred Stock of New ONEOK pursuant to the Rights Agreement.

     Upon  consummation  of the  Transactions,  on a fully diluted basis,  after
giving  effect to the  Transactions  and based on the  number of shares of ONEOK
Common Stock outstanding as of December 12, 1996, WRI will hold 2,996,702 shares
of New  ONEOK  Common  Stock  and  19,317,584  shares  of  Series A  Convertible
Preferred  Stock of New ONEOK,  representing  up to 9.9% of the New ONEOK Common
Stock outstanding before conversion of the Series A Convertible  Preferred Stock
into New  ONEOK  Common  Stock  and up to 45.0% of the New  ONEOK  Common  Stock
outstanding  after  such  conversion.  Holders of ONEOK  Common  Stock will hold
shares of New ONEOK  Common Stock  representing  at least 90.1% of the New ONEOK
Common Stock  outstanding  and not less than 55.0% of the New ONEOK Common Stock
after  conversion of the Series A Convertible  Preferred Stock to be held by WRI
pursuant to the Agreement.  In the event ONEOK issues additional shares of ONEOK
Common Stock between December 12, 1996 and the closing of the transactions  (the
"Closing"),  WRI has the right pursuant to the Shareholder  Agreement to require
WAI at the Closing to issue to it  additional  shares of New ONEOK  Common Stock
and/or Series A Convertible  Preferred  Stock, at a price per share equal to the
average  market price of the ONEOK Common Stock for the 20 trading days prior to
the Closing, so as to restore WRI's percentage ownership at the Closing to up to
9.9%  of  the  outstanding  New  ONEOK  Common  Stock  and  up to  45.0%  of the
outstanding New ONEOK Common Stock on a fully diluted basis.

     Pursuant to the Agreement, ONEOK has redeemed all of its outstanding shares
of ONEOK Preferred Stock and will redeem at the Closing of the Merger all rights
contemplated by the ONEOK Rights Agreement at the applicable redemption price.

     The Agreement is incorporated herein by reference as Exhibit B-1.

     The  Merger is subject  to  customary  closing  conditions,  including  the
receipt of the  requisite  approval of the holders of ONEOK Common Stock and all
necessary governmental approvals, including approval of the Commission.

     The Merger is designed to qualify as a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "IRC"). The
Company will  account for its common  stock  holdings in New ONEOK by the equity
method and for its preferred stock holdings as an investment.

     ONEOK has also  agreed  that it will  cause New ONEOK  after the  Merger to
submit to its shareholders for a vote at the earlier of the first annual meeting
of New ONEOK to occur  after  the  effective  time of the  Merger  (the  "Merger
Effective Time") (provided that the Merger Effective Time shall have occurred at
least 60 days prior to the annual  meeting),  or at a special meeting to be held
no later than 120 days after the Merger Effective Time, a proposal for New ONEOK
to amend (such Amendment,  the "Opt-out Amendment") the New ONEOK Certificate of
Incorporation (the "New ONEOK Certificate") (i) to opt out, as of a date no more
than two days after the date of such  shareholders'  meeting,  from Section 1145
through 1155 of Title 18 of the Oklahoma Statutes,  as it may be amended,  which
relates to control share acquisitions (the "Control Share Acquisition  Statute")
and (ii) to  provide  that this  amendment  may be further  amended  only by the
affirmative  vote of at least 662/3% of the voting power of all  Securities  (as
defined below), voting as a class.

          3.   The Shareholder Agreement

     Pursuant  to  the  Agreement,  New  ONEOK  and  WRI  will  enter  into  the
Shareholder Agreement between WRI and New ONEOK (the "Shareholder Agreement") on
the  Closing  Date which will  provide  for,  among other  matters,  the matters
specified below:

     The Shareholder  Agreement will provide,  among other things,  that WRI and
its Affiliates (as defined in the Shareholder Agreement) will be prohibited from
taking certain actions, including, without limitation:

          (a) prior to the occurrence of a Regulatory Change (as defined below),
     the  acquisition of Voting  Securities (as defined below) of New ONEOK that
     would cause the  Shareholder  Group (as defined  below) to have  securities
     representing  more than 9.9% of the total  outstanding  voting power of New
     ONEOK and, at any time, the  acquisition of securities that would cause the
     Shareholder  Group's  Total  Ownership  Percentage  to exceed  the  Maximum
     Ownership Percentage (as defined below);

          (b)  the  deposit  of  New  ONEOK  Securities  in a  voting  trust  or
     subjecting  of such  Securities  to any similar  arrangement  or proxy with
     respect to the voting of such Securities;

          (c) the  commencement  of a  merger,  acquisition  or  other  business
     combination transaction relating to New ONEOK; and

          (d)  engagement in any other  action,  either alone or in concert with
     others,  to seek to control or influence New ONEOK's  management,  Board or
     policies.

     In the event that the Shareholder Group's Total Ownership  Percentage falls
below the  Maximum  Ownership  Percentage,  WRI has  certain  rights to  acquire
additional   Securities  to  restore  the  Total  Ownership  Percentage  of  the
Shareholder  Group to the Maximum  Ownership  Percentage.  WRI may exercise such
rights  either (i) by  purchasing  New ONEOK  Common Stock in the open market or
otherwise (and, to the extent such purchases would cause the Shareholder Group's
Voting  Ownership  Percentage  to  exceed  9.9%  prior to a  Regulatory  Change,
exchanging  such  shares  on a share for share  basis for  Series B  Convertible
Preferred  Stock  issued  by New  ONEOK)  or (ii) in  certain  events  where the
reduction in the Shareholder  Group's Total Ownership  Percentage is caused by a
Dilutive  Issuance (as defined under "The Shareholder  Agreement") by New ONEOK,
by  requiring  New  ONEOK to issue to WRI at the  issue  price  per share of the
Dilutive Issuance, prior to a Regulatory Change,  additional shares of New ONEOK
Common  Stock and,  to the extent  such  issuance  would  cause the  Shareholder
Group's  Voting  Ownership  Percentage  to  exceed  9.9%,  Series B  Convertible
Preferred Stock  sufficient to restore the  Shareholder  Group's Total Ownership
Percentage to the Maximum Ownership  Percentage and, after a Regulatory  Change,
shares of New ONEOK Common Stock  sufficient to restore the Shareholder  Group's
Total Ownership Percentage to the Maximum Ownership Percentage minus 10%.

     For purposes of the Shareholder  Agreement,  "Shareholder Group" means WRI,
any WRI Affiliate and any person with whom WRI or any of its  Affiliates is part
of a  partnership,  limited  partnership,  syndicate  or other  group of persons
acquiring,  holding, voting or disposing of any voting securities which would be
required under Section 13(d) of the Exchange Act to file a statement on Schedule
13D with the Commission.

     "Maximum Ownership  Percentage" means,  calculated at a particular point in
time, a Total Ownership  Percentage of 45%, less the voting power represented by
all Voting  Securities  transferred by the Shareholder  Group during the term of
the  Shareholder  Agreement  (including  the Voting Power (as defined under "The
Shareholder Agreement") represented by any shares of Convertible Preferred Stock
which were  converted  into shares of New ONEOK Common  Stock  contemporaneously
with such transfer pursuant to the terms of the Shareholder Agreement).

     A  "Regulatory  Change" will be deemed to have occurred upon the receipt by
WRI of an opinion of WRI's counsel (which counsel must be reasonably  acceptable
to New ONEOK) to the  effect  that  either  (1) the 1935 Act has been  repealed,
modified, amended or otherwise changed or (2) WRI has received an exemption, or,
in the unqualified  opinion of WRI's counsel, is entitled without any regulatory
approval to claim an exemption,  or has received an approval or no-action letter
from the Commission or its staff under the 1935 Act or has registered  under the
1935 Act, or any  combination  of the  foregoing,  and as a  consequence  of (1)
and/or (2), WRI may fully and legally exercise such rights under the Shareholder
Agreement as take effect in the period after a Regulatory Change has occurred.

     "Securities" means any equity securities of New ONEOK.

     "Total  Ownership  Percentage"  means,  calculated at a particular point in
time, the Voting Power which would be represented by the securities beneficially
owned by the person whose Total Ownership  Percentage is being determined if all
shares of Convertible  Preferred  Stock (or other  Securities  convertible  into
Voting Securities)  beneficially owned by such person were converted into shares
of New ONEOK Common Stock (or other Voting Security).

     "Voting Ownership  Percentage"  means,  calculated at a particular point in
time,  the Voting Power  represented by New ONEOK Common Stock and shares of any
other class of capital  stock of New ONEOK then entitled to vote in the election
of directors (not including  Convertible  Preferred Stock) ("Voting Securities")
beneficially  owned by the person whose  voting  ownership  percentage  is being
determined.

     During the term of the  Shareholder  Agreement,  the  Shareholder  Group is
prohibited,  without  the prior  written  consent of a majority  of New  ONEOK's
independent directors, from transferring any Securities of New ONEOK, except (a)
transfers of Securities  representing Voting Power of less than 5% provided that
the  transferee  does  not  have a  Voting  Ownership  Percentage  of 5% or more
immediately  prior to such  transfer;  (b) in a bona  fide  underwritten  public
offering  pursuant to the Registration  Rights Agreement  ("Registration  Rights
Agreement")  to be entered into  between New ONEOK and WRI on the Closing  Date;
(c) pursuant to a pro rata distribution to WRI's shareholders;  and (d) pursuant
to a procedure which permits WRI to transfer Securities  representing 5% or more
of New  ONEOK's  Voting  Power,  provided  that New ONEOK has been given  notice
thereof, and has failed, within a specified period of time, to purchase from WRI
the  Securities  proposed to be sold at a cash purchase price per share equal to
98.5%  of the then  current  market  price  for New  ONEOK's  Common  Stock.  In
addition, in the case of a bona fide third party tender offer for New ONEOK, WRI
may tender into such offer a proportionate amount of its New ONEOK Securities.

     During the term of the  Shareholder  Agreement,  WRI has agreed to vote all
Voting  Securities  owned by it as  follows:  with  respect to the  election  of
directors,  WRI will vote its Voting  Securities in favor of the election of all
candidates  for director  nominated  by the New ONEOK Board of  Directors  ("New
ONEOK  Board").  With respect to any proposal  initiated by a shareholder of New
ONEOK  relating to the  redemption of the rights  issued  pursuant to the Rights
Agreement or any  modification  of the Rights  Agreement  (other than nonbinding
precatory  resolutions),   WRI  shall,  and  shall  cause  each  member  of  the
Shareholder  Group to, vote all Voting Securities  Beneficially  Owned by WRI or
any member of the Shareholder Group in accordance with the recommendation of the
New ONEOK Board.  With respect to transactions  constituting a Change in Control
(as defined below under "New ONEOK") or with respect to any proposal relating to
the  Opt-out  Amendment,  WRI may vote any or all of the Voting  Securities  and
Convertible  Preferred Stock (which,  as described  above, has the right in such
circumstance  to vote together with the New ONEOK Common Stock on a one vote per
share basis,  as adjusted to reflect any stock split or similar  events) held by
the  Shareholder  Group in its sole  discretion.  With  respect to any  proposed
amendment  to the New ONEOK  Certificate  or the  Bylaws of New ONEOK  (the "New
ONEOK By-laws")  which would  reasonably have the effect of modifying in any way
the Opt-out  Amendment or would  reasonably cause New ONEOK to become subject to
(i) the Control Share Acquisition Statute or (ii) any other provisions which are
substantially  similar to the  Control  Share  Acquisition  Statute,  WRI or any
member of the  Shareholder  Group has the right to abstain or vote  against such
amendment.  With respect to all other matters,  (i) prior to the occurrence of a
Regulatory  Change,  WRI may vote any Voting Securities of New ONEOK held by the
Shareholder  Group in WRI's  sole  discretion,  (ii) after the  occurrence  of a
Regulatory  Change,  WRI may vote in its sole  discretion  up to 9.9% of the New
ONEOK  outstanding  Voting Power and WRI must vote any other  Voting  Securities
owned by it in the same proportion as all Voting  Securities voted on such other
matter are voted by the other shareholders of New ONEOK.

     The  Shareholder   Agreement   terminates   under  certain   circumstances,
including,  but not limited to: (a) New  ONEOK's  quarterly  dividend on the New
ONEOK  Common  Stock  falling  below $0.30 per share (as adjusted to reflect any
stock split or similar  events) in any five  quarters or New ONEOK's  failure to
pay the stated quarterly  dividend on any series of Convertible  Preferred Stock
in any five quarters,  (b) the Shareholder  Group's Total  Ownership  Percentage
falling below 9.9% at any time or (c) the  Shareholder  Group's Total  Ownership
Percentage  falling below 30% at any time following the 15th  anniversary of the
signing  of the  Shareholder  Agreement.  In  addition,  on the  15th  and  each
subsequent anniversary of the signing of the Shareholder Agreement,  each of WRI
and New ONEOK, on behalf of New ONEOK's shareholders,  has the right to buy from
or  sell  to  the  other,  by  purchase,  sale  or  credible  tender  offer,  as
appropriate,  all  outstanding  shares of New ONEOK capital  stock  beneficially
owned  by the  selling  party  (which,  in the  case  of New  ONEOK,  means  the
shareholders  of New  ONEOK  other  than  WRI and  the  Shareholder  Group).  In
addition,  if at any time after the occurrence of a Regulatory Change, New ONEOK
believes  in good  faith  that  WRI's  regulatory  status  as  modified  by such
Regulatory Change would place an unreasonable  restriction on the implementation
of New ONEOK's strategic business plans, New ONEOK may immediately  initiate its
buy/sell  rights.  Upon  termination  of the  Shareholder  Agreement,  WRI  will
continue to be subject to, and abide by, the  restrictions  on voting  ownership
and voting of common stock in the  Shareholder  Agreement until WRI has obtained
an  opinion  of  counsel  or  assurance  from  the  SEC or the  SEC  staff  that
non-compliance  with these  restrictions would not constitute a violation of the
Act.

     The Shareholder  Agreement is  incorporated  herein by reference as Exhibit
B-2.

          4.   Other Agreements

     At the Closing,  WRI and New ONEOK will execute a Marketing  Agreement (the
"Marketing  Agreement").  Under the Marketing Agreement,  New ONEOK will provide
certain  support  services  in its  service  area  exclusively  to WRI for WRI's
residential and commercial electronic monitoring security business. The services
to be provided  include  promotional  programs by New ONEOK's  customer  service
employees,  billing inserts, billing service and customer information.  WRI will
provide all  necessary  training and  education of New ONEOK  employees  for the
promotional  programs.  The parties will develop mutually agreed  guidelines for
the  promotional  programs.  New ONEOK will be paid specified fees for providing
the services.  Any disputes relating to the Marketing  Agreement will be settled
under dispute resolution  provisions in the Marketing  Agreement.  The Marketing
Agreement  will also  authorize  WRI to use certain of New ONEOK's  trade names,
trademarks,  servicemarks,  etc. in  connection  with the marketing of monitored
security services in ONEOK's service area.

     At the Closing,  WRI and New ONEOK will execute a Shared Services Agreement
(the "Shared Services  Agreement").  The Shared Services  Agreement will provide
for cooperation between the parties with respect to various services, facilities
and shared facilities  related to New ONEOK and the electric utility business of
WRI in Kansas, such as billing, meter reading and phone center coverage.

     WRI and ONEOK entered into an Employee Agreement,  dated as of December 12,
1996,  which  provides  for certain  employment  arrangements  in respect of the
employees of the Gas Business following the Closing.

     WRI, ONEOK and New ONEOK have agreed to enter into, on the Closing Date, an
Environmental  Indemnity Agreement whereby New ONEOK will assume  responsibility
for certain  environmental  related  liabilities related to the Gas Business and
WRI will retain certain other environmental related liabilities.

     WRI and New ONEOK have  agreed to enter  into,  on the  Closing  Date,  the
Registration Rights Agreement,  which provides that WRI will have certain rights
to require New ONEOK to register  under the  Securities Act of 1933, as amended,
WRI's  shares of New ONEOK  Common  Stock and shares of New ONEOK  Common  Stock
obtainable  upon  conversion  of the  Convertible  Preferred  Stock,  subject to
certain conditions.

     Each share of New ONEOK  Common  Stock will be  associated  with a Right to
Purchase one  one-hundredths  of a share of New ONEOK Series C Preferred  Stock.
The Rights will be attached to  certificates of shares of New ONEOK Common Stock
and will not be  separately  tradeable  and will  become  exercisable  only upon
certain conditions. In the event that, without the prior consent of the Board of
Directors  of New ONEOK,  any person or group  (other  than WRI with  respect to
shares acquired  pursuant to the Agreement and Shareholder  Agreement)  acquires
beneficial  ownership  of 15% or more of the  Voting  Power  of all  outstanding
voting  securities  of New ONEOK,  each Right  (other  than  Rights held by such
acquiring  person  or  group)  will  entitle  the  holder  to  purchase,  at the
then-current exercise price of the Right, a number of shares of New ONEOK Common
Stock  having a value of twice  the  exercise  price of the  Right,  subject  to
certain exceptions.

          5.   New ONEOK

     New ONEOK,  a  corporation  formed under the laws of Oklahoma as WAI,  will
change its name to ONEOK,  Inc.  upon  consummation  of the Merger.  New ONEOK's
authorized  capital stock will consist of 100 million shares of New ONEOK Common
Stock,  and 100 million  shares of Preferred  Stock which the New ONEOK Board is
authorized  to issue in one or more series or classes,  and to fix for each such
series or class the  preferences,  conversion  or other rights,  Voting  Powers,
restrictions,   limitations  as  to  dividends,   qualifications,  or  terms  or
redemption, as are permitted by Oklahoma law and are as stated in the resolution
or resolutions adopted by the Board providing for the issuance of shares of such
series  or  class.  New  ONEOK  will  have  no  operations  prior  to the  Asset
Transaction  and the Merger other than those  contemplated  by the  Agreement in
connection with accomplishing the Transactions.

     All shares of New ONEOK  Common  Stock will be  issued,  together  with the
corresponding  number of associated  rights to purchase  one-one-hundredth  of a
share of New ONEOK Series C Preferred Stock, par value $0.01 per share, pursuant
to a Rights  Agreement,  to be entered at the  Closing,  between WAI and Liberty
Bank and  Trust  Company  of  Oklahoma,  N.A.,  as  rights  agent  (the  "Rights
Agreement").

     The Series A Convertible  Preferred Stock is convertible,  at the option of
the holder,  in whole or in part,  at any time  following  the  occurrence  of a
Regulatory  Change,  into New ONEOK Common Stock at the rate of one share of New
ONEOK Common Stock for each share of Series A  Convertible  Preferred  Stock (as
adjusted to reflect any stock split or similar events). In addition,  any shares
of the Series A Convertible  Preferred  Stock  transferred  by WRI to any person
other than WRI or its  affiliates  is  required to be  converted  into New ONEOK
Common Stock. In connection with the Transactions,  ONEOK and WRI have requested
and expect to obtain a no-action letter from the Commission confirming that, for
purposes of the Act,  WRI's  ownership  interest in New ONEOK will not cause New
ONEOK  to be  deemed  a  "subsidiary"  of WRI nor WRI to be  deemed  a  "holding
company" under the Act.

     The holders of Series A Convertible Preferred Stock will be entitled,  with
respect to each  dividend  period on the New ONEOK  Common Stock (as adjusted to
reflect  any stock  split or similar  events),  to  receive a  dividend  payment
thereon that is equal,  prior to the fifth  anniversary  of the Closing,  to 1.5
times the dividend  amount declared in respect of each share of New ONEOK Common
Stock (as  adjusted  to  reflect  any stock  split or similar  events)  for such
dividend  period (as adjusted to reflect any stock split or similar  events) and
thereafter  1.25 times the dividend  amount declared in respect of each share of
New ONEOK Common Stock for such dividend period. In no event,  however, will the
aggregate  annual  dividend  amount payable in respect of each share of Series A
Convertible Preferred Stock be less than $1.80 per share (as adjusted to reflect
any stock split or similar events).  Presently,  the annual  indicated  dividend
rate on the ONEOK Common Stock is $1.20 per share.

     In  addition,  upon  conversion  of any  shares  of  Series  A  Convertible
Preferred  Stock,  the  holders  thereof  will  be  entitled  to  receive  their
proportionate share of an amount equal to $35 million if such conversion were to
occur at Closing,  which  amount  reduces to zero over five years,  assuming the
annual dividend amount on the Series A Convertible Preferred Stock is maintained
at $1.80 per share (and over less than five years if the annual  dividend amount
on the Series A  Convertible  Preferred  Stock is in excess of $1.80 per share).
This  conversion  payment  amount is  formulated to ensure that WRI will receive
dividend  payments for the first five years  and/or a lump sum payment  which in
the aggregate totals at least $35 million.

     Shares of Series A Convertible Preferred Stock are non-voting,  except that
they vote  with the New ONEOK  Common  Stock  (and any other  class or series of
stock  which may be  similarly  entitled  to vote with the  holders of New ONEOK
Common Stock) as a single class with respect to (i) any proposal relating to the
Opt-out Amendment and any proposed amendment to the New ONEOK Certificate or New
ONEOK  By-laws  which would have the effect of  modifying in any way the Opt-out
Amendment  or would  reasonably  cause New ONEOK to  become  subject  to (a) the
Control  Share  Acquisition  Statute  or (b)  any  other  provisions  which  are
substantially  similar to the  Control  Share  Acquisition  Statute and (ii) any
transaction  which, if consummated,  would constitute a Change in Control of New
ONEOK.  With respect to any such ransaction,  each share of Series A Convertible
Preferred  Stock  shall  carry a number  of votes  equal to the  number of votes
carried  in the  aggregate  by the  number of shares of New ONEOK  Common  Stock
issuable upon conversion of one share of Series A Convertible Preferred Stock.

     As used herein,  "Change in Control" means the occurrence of any one of the
following events:

     (1) any person (other than the  Shareholder  Group) becoming the beneficial
owner,   directly  or  indirectly,   of  Voting  Securities,   pursuant  to  the
consummation of a merger, consolidation, sale of all or substantially all of New
ONEOK's  assets,  share  exchange  or  similar  form  of  corporate  transaction
involving New ONEOK or any of its subsidiaries that requires the approval of New
ONEOK's shareholders, whether for such transaction or the issuance of securities
in such transaction, so as to cause such person's Voting Ownership Percentage to
exceed a Voting Ownership  Percentage of 15% prior to a Regulatory  Change and a
Voting Ownership Percentage of 35% thereafter, provided, however, that the event
described in this paragraph (1) shall not be deemed to be a Change in Control if
it  occurs  as the  result  of any of  the  following  acquisitions:  (A) by any
employee benefit plan sponsored or maintained by New ONEOK or any affiliate,  or
(B) by any underwriter temporarily holding securities pursuant to an offering of
such securities;

     (2)  the  consummation  of  a  merger,   consolidation,   sale  of  all  or
substantially  all of New ONEOK's  assets,  share  exchange  or similar  form of
corporate  transaction  involving  New  ONEOK  or any of its  subsidiaries  that
requires the approval of New ONEOK's shareholders,  whether for such transaction
or the issuance of securities in such transaction,  unless immediately following
such  transaction more than 50% of the total Voting Power of (x) the corporation
resulting  from such  transaction,  or (y) if  applicable,  the ultimate  parent
corporation that directly or indirectly has beneficial  ownership of 100% of the
Voting Securities eligible to elect directors of such resulting corporation,  is
represented by Voting Securities that were outstanding immediately prior to such
transaction  (or, if applicable,  shares into which such Voting  Securities were
converted pursuant to such transaction), and such Voting Power among the holders
of such  Voting  Securities  that  were  outstanding  immediately  prior to such
transaction is in substantially  the same proportion as the Voting Power of such
Voting   Securities  among  the  holders  thereof   immediately  prior  to  such
transaction; or

     (3) the  consummation  of a plan of complete  liquidation or dissolution of
New ONEOK.

     Shares of the Series B  Convertible  Preferred  Stock,  par value $0.01 per
share ("Series B Convertible  Preferred  Stock" and,  together with the Series A
Convertible  Preferred Stock,  "Convertible  Preferred Stock") will be issued to
WRI in exchange  for shares of New ONEOK  Common  Stock  purchased by WRI in the
open market upon WRI's exercise of the Top-Up Rights pursuant to the Shareholder
Agreement so as to enable WRI to restore its Total  Ownership  Percentage to the
Maximum Ownership  Percentage or, in the case of any dilutive security issuances
in connection  with any acquisition or other business  combination,  in exchange
for  payment of the issue  price per share of the  Dilutive  Issuance,  so as to
restore its Total Ownership Percentage to the Maximum Ownership Percentage minus
10%. The terms of the Series B Convertible  Preferred  Stock are the same as the
Series A Convertible  Preferred  Stock,  except that (i) the dividend  amount on
each share of Series B  Convertible  Preferred  Stock is equal to 1.25 times the
dividend  amount declared in respect of each share of New ONEOK Common Stock for
each dividend  period (as adjusted to reflect any stock split or similar events)
and (ii) prior to the fifth  anniversary  of the  Closing  Date,  the  aggregate
annual  dividend  amount  will  equal an amount not less than $1.50 per share of
Series B Convertible  Preferred  Stock and,  thereafter,  the  aggregate  annual
dividend  amount  will equal an amount not less than $1.80 per share of Series B
Convertible Preferred Stock.

     New ONEOK will, as of the Closing Date,  adopt a Rights  Agreement  that is
designed  to protect New ONEOK  shareholders  from  coercive or unfair  takeover
tactics.  The Rights  Agreement  may have the effect of  delaying,  deterring or
preventing a takeover of New ONEOK. In connection with the Rights Agreement, the
New ONEOK Board has  established  a series of  Preferred  Stock,  designated  as
Series C Preferred  Stock.  Holders of the Series C Preferred Stock are entitled
to receive,  in preference  to the holders of New ONEOK Common Stock,  quarterly
dividends payable in cash on the last day of each fiscal quarter of New ONEOK in
each year, or such other dates as the New ONEOK Board deems  appropriate,  in an
amount per share equal to the  greater of (a) $1 or (b)  subject to  adjustment,
100 times the  aggregate per share amount of all cash  dividends,  and 100 times
the  aggregate  per share amount  (payable in kind) of all  non-cash  dividends,
other than a dividend payable in New ONEOK Common Stock, payable with respect to
New ONEOK Common Stock.  The Series C Preferred  Stock  dividends are cumulative
but do not bear interest. Shares of Series C Preferred Stock are not redeemable.
Subject to  adjustment,  each share of Series C  Preferred  Stock  entitles  the
holder thereof to 100 votes on all matters  submitted to a vote of the New ONEOK
shareholders and during a certain dividend default period, holders of the Series
C  Preferred  Stock have other  special  voting  rights.  Upon any  liquidation,
dissolution or winding-up of New ONEOK,  holders of Series C Preferred Stock are
entitled to priority  over the  holders of shares of New ONEOK  Common  Stock or
other  junior  ranking  stock.  No such shares of Series C  Preferred  Stock are
outstanding;  however, each holder of New ONEOK Common Stock will be granted the
right to purchase one one-hundredths of a share of Series C Preferred Stock upon
the  happening  of certain  events,  such as a hostile  takeover  attempt of New
ONEOK, as described in the Rights Agreement.

     Immediately  following the Merger,  the Board and New ONEOK Management will
be the same as that of ONEOK prior to the Merger,  except for (i) the  expansion
of the New ONEOK Board from 14 to 16 directors to allow the  appointment  of two
directors  designated  by WRI and (ii) the  appointment  of five persons who are
currently officers of WRI with respect to the Gas Business  (including  officers
of MCMC and  Westar)  as  additional  officers  of New  ONEOK,  with  comparable
responsibilities.  Under certain  circumstances,  following the  occurrence of a
Regulatory Change, WRI has the right to designate additional directors providing
for  aggregate  representation  of up to one-third  of the New ONEOK  Board.  In
addition,  the New ONEOK By-laws provide that the chief executive officer of New
ONEOK must be elected by the  affirmative  vote of 80% of the  directors  of New
ONEOK.

     Pro forma  financial  information  on New ONEOK is contained on pages 95 to
100  of  the  registration  statement  on  Form  S-4  of  WAI,  Inc.,  which  is
incorporated herein by reference as Exhibit C-1.

Item 2   FEES, COMMISSIONS AND EXPENSES

     The fees,  commissions  and expenses of the Company  expected to be paid or
incurred,  directly or indirectly, in connection with the transactions described
above are estimated as follows:

         Auditors' Fees..............................................$  375,000
         Legal Fees.................................................. 2,000,000
         Investment Bankers' Fees and Expenses....................... 2,800,000
         Miscellaneous...............................................   325,000

              Total..................................................$5,500,000

Item 3   APPLICABLE STATUTORY PROVISIONS

     The following sections of the Act are directly or indirectly  applicable to
the  proposed  Asset  Transaction  and Merger:  Sections  9(a)(2) and 10. To the
extent other sections of the Act or the Commission's rules thereunder are deemed
applicable  to the Asset  Transaction  and the Merger,  such  sections and rules
should be considered to be set forth in this Item 3.

     Section 9(a)(2) makes it unlawful, without approval of the Commission under
Section 10, "for any person ... to acquire, directly or indirectly, any security
of any  public  utility  company,  if such  person is an  affiliate  ... of such
company and of any other public utility or holding company, or will by virtue of
such acquisition become such an affiliate."  Because the Company will, by virtue
of the  Transactions,  become  an  affiliate  of New  ONEOK,/2/ Section  9(a)(2)
requires  approval by the Commission of the  Transactions  under Section 10. The
Company believes that the Transactions meet the requirements of Sections 9(a)(2)
and 10.

- ----------
/2/  ONEOK  and WRI will  obtain a  No-Action  letter  that  represents  the SEC
     Staff's concurrence that New ONEOK will not be deemed to be a subsidiary of
     WRI  within the  meaning of Section  2(a)(8) of the Act and WRI will not be
     deemed to be a holding  company over New ONEOK under Section 2(a)(7) of the
     Act.
- ----------

     A.   Section 10(b)

     Section  10(b)  provides  that if the  requirements  of  Section  10(f) are
satisfied,  the  Commission  shall  approve an  acquisition  under  Section 9(a)
unless:

          (1) such acquisition will tend towards  interlocking  relations or the
     concentration  of control of public utility  companies,  of a kind or to an
     extent  detrimental to the public interest or the interests of investors or
     consumers;

          (2) in case of the  acquisition of securities or utility  assets,  the
     consideration,  including all fees, commissions, and other remuneration, to
     whomsoever  paid, to be given,  directly or indirectly,  in connection with
     such  acquisition is not reasonable or does not bear a fair relation to the
     sums  invested  in or the  earning  capacity  of the  utility  assets to be
     acquired or the utility assets underlying the securities to be acquired; or

          (3) such acquisition will unduly  complicate the capital  structure of
     the holding  company  system of the applicant or will be detrimental to the
     public  interest or the  interests  of investors or consumers or the proper
     functioning of such holding company system.

          1.   Section 10(b)(1)

     This is not a  typical  merger in which one  company  acquires  100% of the
voting  securities of another.  Rather,  the Transactions  represent a strategic
alliance between two strong  companies.  As the no-action letter  correspondence
makes clear,  ONEOK  post-merger  will  continue to operate under the control of
current  management.  WRI will be limited to the rights that would  otherwise be
associated   with  the  ownership  of  9.9%  of  the  voting   securities  of  a
publicly-held company.  Furthermore,  the Company believes that the Transactions
will not tend towards  interlocking  relationships or  concentrations of control
that would be detrimental to the public interest or the interest of investors or
consumers for several reasons.

     First,  WRI and New  ONEOK  will  enter  into a  Shareholder  Agreement  in
connection with the Merger.  The terms of the Shareholder  Agreement,  which are
discussed  above in Item  1.B.3,  prevent  WRI  from  exercising  a  controlling
influence over New ONEOK.  In addition,  New ONEOK will be subject to regulation
with respect to rates and other corporate matters by regulatory bodies in Kansas
and Oklahoma, which function to protect the interest of consumers and the public
interest. The Company is currently,  and following the Transactions will remain,
subject to the jurisdiction of the KCC and the FERC.

     The  Transactions  are also not  detrimental to the public  interest or the
interest of  investors  or  consumers,  as they will result in a decrease in the
size of the WRI holding company  system.  Even if the transaction is analyzed on
the  basis  of  the  combined  WRI-ONEOK  systems,  there  is  no  impermissible
concentration  of control.  The Commission has recognized that there is no limit
on size per se. In this case,  even viewed as a combined  system,  WRI and ONEOK
would create a system that is  comparable  to other  utility  systems.  On a pro
forma basis, giving effect to the Transactions,  as of May 31, 1997, WRI and New
ONEOK would have combined assets of $7.8 billion and total operating revenue for
the twelve  months  ended May 31,  1997 of $3.0  billion and  approximately  1.6
million utility customers.  The Commission has approved  acquisitions  involving
much larger  operating  utilities (see Entergy  Corp.,  HCAR No. 25952 (Dec. 17,
1993) approving the acquisition of Gulf States  Utilities,  with combined assets
at time of acquisition in excess of $21 billion; The Southern Company,  HCAR No.
24579 (Feb. 12, 1988) approving the  acquisition of Savannah  Electric and Power
Company  to  create  a system  with  assets  of $20  billion  and  3.25  million
customers)  and has not found the size of other  existing  holding  companies of
similar size to be problematic./3/

- ----------
/3/  The Southern Company System,  for example,  has assets of approximately $27
     billion and revenues of approximately $8.3 billion, while American Electric
     Power has assets of approximately $15.7 billion,  revenues of approximately
     $5.5 billion and  approximately  2.9 million  utility  customers.  Entergy,
     which as a result  of its  acquisition  of Gulf  States  Utilities  Company
     provides  service in the State of Texas,  currently has  approximately  2.4
     million utility customers.
- ----------

     Furthermore,  the  Transactions  will  not  have a  detrimental  effect  on
competition in Kansas and Oklahoma. After the Transactions,  the Company and New
ONEOK will operate in the same  competitive  environments  in which they operate
today.  ONEOK  intends  to  compete  actively  with  WRI for  customers.  Kansas
communities  which now receive both their  electric and natural gas service from
WRI will be  receiving  their gas  service  from New  ONEOK  and their  electric
service  from WRI after the merger.  As  competition  between  gas and  electric
companies  increases with the transition of both industries from a bundled to an
unbundled  and  competitive  environment,   customers  will  have  more  choices
available to them as a result of having  separate gas and electric  companies to
provide them with service.

     In addition,  there will be competition in the retail market for industrial
and  commercial  customers for natural gas in Oklahoma and Kansas,  both because
natural  gas  utilities  do not have  exclusive  territories  and because gas is
transported to large customers in Kansas on an open-access basis and in Oklahoma
pursuant to tariffs approved by the OCC. There are approximately 40 gas delivery
systems  or  marketers  in  ONG's  and  the WRI LDC  Business's  service  areas,
including Transok Inc., Enogex, Inc. and Williams Natural Gas Company.  ONEOK is
actively  working  with the OCC to  develop  a plan  and  schedule  to  unbundle
services for all of its Oklahoma customers. Under ONEOK's original proposal, all
of  ONEOK's  customers  who use 150 Mcf of gas or more  per year  would  receive
unbundled services by 1998, and all of ONEOK's remaining customers would receive
unbundled  services  by 1999.  ONEOK hopes to work with the KCC and its staff to
develop a similar  schedule for  unbundling of services in Kansas.  Suppliers of
natural gas in Oklahoma and Kansas must also  compete  with other fossil  fuels,
including oil, propane,  coal, and petroleum coke, which can be employed in some
of the thermal applications for which natural gas is used.

     The Commission has watchfully deferred to the work of other regulators with
respect to competition.  The Company and ONEOK filed Pre-merger Notification and
Report  Forms with the  Antitrust  Division of the  Department  of Justice  (the
"DOJ") and the Federal Trade Commission  pursuant to the  Hart-Scott-Rodino  Act
(the "HSR Act"). The applicable  waiting period under the HSR Act expired on May
4, 1997. As part of their review of the Transactions and future oversight of WRI
and New ONEOK, the state regulators will continue to have  jurisdiction over the
utility functions of WRI and New ONEOK,  including competitive issues arising in
the unbundling of the services of WRI and ONEOK.

     Finally, with regard to interlocking  relations,  the Shareholder Agreement
provides that, with respect to the election of directors to New ONEOK's board of
directors,  WRI will vote all  Common  Stock held by it in  accordance  with the
recommendation of New ONEOK's nominating  committee./4/ WRI will be allowed only
two  members  on a board of 16  directors,  only one of whom may be an  officer,
director or employee of WRI or its  subsidiaries.  No board member designated by
WRI will serve on the New ONEOK board nominating  committee,  or chair any other
committee of New ONEOK's board./5/ Whatever potential for minority control might
exist by reason of WRI's equity interest is therefore  effectively  countered by
the management  control New ONEOK will exercise through its control of the board
of directors and the nominating process.

- ----------
/4/  The New ONEOK nominating committee recommends nominees to fill vacancies on
     the  board,   establishes   procedures  to  identify  potential   nominees,
     recommends  criteria  for  membership  on the  board,  and  recommends  the
     successor chief executive officer when a vacancy occurs. The by-laws of New
     ONEOK provide that any successor chief executive officer must be elected by
     the affirmative vote of 80% of the directors of New ONEOK.

/5/  The two  directors  to be  designated  by WRI  approximate  the  number  of
     directors  it could  elect  in  ordinary  circumstances,  based on its 9.9%
     common equity interest, if cumulative voting applied.
- ----------

     For these  reasons,  the  Transactions  will not "tend toward  interlocking
relations or the  concentration  of control" of public utility  companies,  of a
kind or to the extent  detrimental  to the public  interest or the  interests of
investors or customers within the meaning of Section 10(b)(1).

          2.   Section 10(b)(2) -- Fairness of Consideration

     Section  10(b)(2)   requires  the  Commission  to  determine   whether  the
consideration  to be given to the holders of ONEOK  Common  Stock in  connection
with the  Merger is  reasonable  and  whether  it bears a fair  relation  to the
investment  in and the earning  capacity of the utility  assets  underlying  the
securities being acquired.  In its  determinations  as to whether or not a price
meets such standard, the Commission has considered whether the price was decided
as the result of arms length  negotiations,/6/  whether  each  party's  Board of
Directors  has  approved  the  purchase  price,/7/  the  opinions of  investment
bankers/8/ and the earnings,  dividends,  book and market value of the shares of
the company to be acquired./9/

- ----------
/6/  In the Matter of American  Natural Gas Company,  HCAR No.  15620 (Dec.  12,
     1966).

/7/  Consolidated Natural Gas Company, HCAR No. 25040 (Feb. 14, 1990).

/8/  Id.

/9/  In the Matter of Northeast Utilities, HCAR No. 15448 (Apr. 13, 1966).
- ----------

     The  fairness of the  consideration  involved in the Merger is evidenced by
the fact  that the  Ownership  Percentages  are the  product  of  extensive  and
vigorous  arms-length  negotiations  between  the  Company  and  ONEOK,  and the
Agreement  was  approved  by the Boards of  Directors  of the  Company and ONEOK
acting  in  accordance  with  their  fiduciary  duties  to  shareholders.  These
negotiations were preceded by thoughtful  analysis and evaluation of the assets,
liabilities and business prospects of each of the companies and involved careful
due  diligence  by both  parties.  See WAI  Registration  Statement  on Form S-4
(incorporated by reference as Exhibit C-1 hereto).

     In  addition,  nationally-recognized  investment  bankers  for  each of the
Company and ONEOK have reviewed extensive information  concerning the companies,
analyzed   the   Ownership   Percentages   employing  a  variety  of   valuation
methodologies,  and  opined  that the  Ownership  Percentages  are fair,  from a
financial point of view, to WRI and fair, from a financial point of view, to the
holders of ONEOK  Common  Stock.  The  Company  investment  bankers'  opinion is
attached  hereto as  Exhibit  G-1.  The ONEOK  investment  bankers'  opinion  is
attached  as  Appendix  F to  WAI's  Registration  Statement  on Form S-4 and is
described  on  pages  31 to 38 of the Form S-4  (incorporated  by  reference  as
Exhibit G-2 hereto).

     The  Commission  has  previously  assessed the  reasonableness  of exchange
ratios  under  Section  10  (b)(2)  by  considering  the  companies'  respective
earnings,  market  values  and  book  values.  Traditionally,  the  Commission's
analysis has  emphasized  market  values as a measure of the sums  "invested in"
utility  assets and  earnings  as a measure  of the  "earning  capacity"  of the
utility. See Northeast Utilities,  42 S.E.C. 963, 968-974 (1966);  National Fuel
Gas  Company,  36 S.E.C.  489,  496 (1955).  Because  the Gas  Business is not a
separate,  publicly  traded  company,  the financial data below do not include a
market value for the Gas Business:


               PRO FORMA COMPARISONS OF THE GAS BUSINESS AND ONEOK
                            (in millions of dollars)

                     Fiscal
                      Year/10/       Gas Business       ONEOK            Ratio
                     ------          ------------       -----            -----
Operating             1996               721            1,224            0.589
Revenues              1995               515              954            0.540
                      1994               599              784            0.764

Shareholders'         1996               532              424            1.255
Equity                1995               488              398            1.226
                      1994               439              380            1.155

Net Income            1996                19               53            0.358
                      1995               (1)               43           (0.023)
                      1994                16               36            0.444

- ----------
/10/ Based on a fiscal year ending August 31.
- ----------

     In light of the aforesaid  opinions,  and an analysis of all other relevant
factors,  the Company  believes that the Ownership  Percentages  fall within the
range of reasonableness,  and that the consideration for the Merger bears a fair
relation to the sums invested in, and the earning capacity of, the Company's Gas
Business and ONEOK, respectively.

     The  Company  believes  the  consideration  being paid by ONEOK for the Gas
Business is fair.  The earnings per share impact of the  Transactions,  on a pro
forma  basis,  as of May 31,  1997,  would be to increase the earnings per share
from  $2.16  to  $2.24.  (See  Exhibit  FS-2)  The  Company  believes  that  the
Transactions  will be accretive to WRI's  earnings per share.  The impact of the
Transactions  on  earnings  per share,  however,  will  depend on the outcome of
several  contingencies.  These  contingencies  include how  quickly  operational
synergies are achieved,  whether the 1935 Act is repealed (which would allow WRI
to account  for its entire  investment  in New ONEOK on the equity  method)  and
general economic conditions.

          3.   Section 10(b)(2) -- Reasonableness of Fees

     The  Company  believes  that the overall  fees,  commissions  and  expenses
incurred and to be incurred in connection with the  Transactions  are reasonable
and fair in light of the size and  complexity  of the  Transactions  relative to
other  transactions,  that they are consistent with recent  precedent,  and that
they meet the standards of Section 10(b)(2).

     The Company's expected expenses in connection with the transactions are set
forth in Item 2 of this Application.

     With respect to financial advisory fees, the Company and ONEOK believe that
the fees payable to their investment bankers are fair and reasonable for similar
reasons.

     Pursuant to the engagement  letter between the Company and Salomon Brothers
Inc  ("Salomon")   dated  September  5,  1995,   Salomon  will  earn  a  fee  of
approximately  $2.8 million for the  rendering of the opinion on the fairness of
the  Transactions  to the Company from a financial  point of view.  In addition,
Salomon will be reimbursed for certain of its related expenses. Salomon will not
be entitled to any additional  fees or compensation in the event the Transaction
is not  approved  or  otherwise  not  consummated.  The  Company  also agreed to
indemnify Salomon,  its affiliates and each of its directors,  officers,  agents
and  employees  and  each  person,  if any,  controlling  Salomon  or any of its
affiliates  against certain  liabilities,  including  liabilities  under federal
securities laws.

     Pursuant to the  engagement  letter  between  ONEOK and  PaineWebber  dated
December 2, 1996,  PaineWebber has earned a fee of $875,000 for the rendering of
the an opinion on the fairness of the  Transactions to the shareholders of ONEOK
from a financial point of view. In addition,  PaineWebber will be reimbursed for
certain  of its  related  expenses.  PaineWebber  will  not be  entitled  to any
additional  fees or compensation in the event the Transaction is not approved or
otherwise consummated. ONEOK also agreed, under separate agreement, to indemnify
PaineWebber,  its  affiliates and each of its  directors,  officers,  agents and
employees  and  each  person,  if  any,  controlling  PaineWebber  or any of its
affiliates  against certain  liabilities,  including  liabilities  under federal
securities laws.

     The  investment   banking  fees  of  the  Company  and  ONEOK  reflect  the
competition  of the  marketplace,  in which  investment  banking firms  actively
compete with each other to act as financial advisors to merger partners.

          4.   Section 10(b)(3)

     Section  10(b)(3)   requires  the  Commission  to  determine   whether  the
Transactions  will unduly  complicate the Company's capital structure or will be
detrimental to the public  interest,  the interests of investors or consumers or
the  proper  functioning  of the  Company's  system.  The  novel  aspect  of the
Transactions  is the  creation of a large  minority  interest  in New ONEOK.  As
explained below,  the minority  interest is not a problem because of the limited
amount  of  Voting  Securities  to be held by WRI and the  limitations  on WRI's
ability  to  influence  and direct  New  ONEOK's  affairs,  as  outlined  in the
Shareholder Agreement.  Given that (a) there is no minority control concern, (b)
the  quality  of  state  regulation  today  and  (c)  the  stringent  disclosure
requirements  under the federal  securities  laws, the capital  structure of the
Company and of New ONEOK will not be unduly complicated.

     In the Merger,  the  shareholders  of ONEOK will  receive New ONEOK  Common
Stock. There will be no minority common stock interest remaining in ONEOK or its
subsidiaries.  The only voting  securities  of New ONEOK's  direct and  indirect
non-utility  subsidiaries will be common stock and, in all cases, all issued and
outstanding  shares  of  such  common  stock  will be  held  by New  ONEOK  or a
subsidiary of New ONEOK.

     Set forth  below are  summaries  of the  historical  and pro forma  capital
structure  of the Company and ONEOK as of  September  30, 1996 and  November 30,
1996, respectively:

                   WRI and ONEOK Historical Capital Structures
                                  (In Millions)

                                                   WRI           ONEOK
                                                   ---           -----
Common Stock Equity                               $1615           $420

Cumulative Preferred, Convertible
Preferred and Preference Stock                       75              9

WRI obligated mandatorily
redeemable preferred securities
of subsidiary trust holding
solely subordinated debentures                      220             -

Long Term Debt (net)                               1431            337
                                                  -----           ----
     Total                                        $3341           $766


                          Pro Forma Capital Structures
                                  (In Millions)

                                                   WRI/11/       ONEOK
                                                   ---           -----
Common Stock Equity                               $1615          $ 499

Cumulative Preferred, Convertible
Preferred and Preference Stock                       75            547

WRI obligated mandatorily
redeemable preferred securities
of subsidiary trust holding
solely subordinated debentures                      220             -

Long Term Debt (net)                               1466            395
                                                  -----          -----
     Total                                        $3376          $1441

- ----------
/11/ The Company will account for its ownership of the common stock in New ONEOK
     using the equity  method and will  account  for the  preferred  stock as an
     investment.  This  investment  will be reflected on the  Company's  balance
     sheet at an amount equal to the net assets being acquired. There will be no
     change to the Company's capital structure as a result of the Transactions.
- ----------

The  Company  and  New  ONEOK  will  have  pro  forma  common  equity  to  total
capitalization  ratios  of  approximately  48%  and  73%,  respectively,   which
comfortably   exceed  the   "traditionally   acceptable  30%  level."  Northeast
Utilities, 47 SEC Docket at 1279, 1284 (1990).

     As set forth more fully in Item 3.B.2 and  elsewhere  in this  Application,
the  Transactions  will  improve the  efficiency  of the  Company's  gas utility
system.  The  Transactions  will  therefore  be in the public  interest  and the
interests of investors and consumers,  and will not be detrimental to the proper
functioning of the resulting holding company system.

     B.   Section 10(c)

                  Section 10(c) of the Act provides  that,  notwithstanding  the
provisions of Section 10(b), the Commission shall not approve:

          (1) an  acquisition of securities or utility  assets,  or of any other
     interest,  which is  unlawful  under  the  provisions  of  Section  8 or is
     detrimental to the carrying out of the provisions of Section 11; or

          (2) the  acquisition  of  securities  or  utility  assets  of a public
     utility  or  holding   company  unless  the  Commission   finds  that  such
     acquisition   will  serve  the  public  interest  by  tending  towards  the
     economical and the efficient  development  of an integrated  public utility
     system . . . .

          1.   Section 10(c)(1)

     Section  10(c)(1)  requires that the proposed  acquisition not be "unlawful
under the  provisions of Section 8" or  "detrimental  to the carrying out of the
provisions  of Section 11." Section 8, by its terms,  only applies to registered
holding  companies and thus the Transactions  cannot be unlawful under Section 8
of  the  Act.  However,  even  if  applied  to  exempt  holding  companies,  the
Transactions  would not be  unlawful  as there is no state  law,  regulation  or
policy  against  combination  companies.  Section  11 of the Act  relates to the
simplification  of holding company systems,  and, as discussed in further detail
below, by its terms also only applies to registered holding  companies.  Section
11(b)(1),  which contains the principal elements of Section 11's  simplification
standard,  specifically  mandates that the  Commission  require each  registered
holding  company to limit the  operations  of the  holding  company  system to a
single integrated public utility system.

     The term "integrated  public-utility system" is defined in Section 2(a)(29)
to mean:

          As applied to electric utility  companies,  a system consisting of one
          or more units of generating  plants and/or  transmission  lines and/or
          distributing  facilities,   whose  utility  companies  are  physically
          interconnected or capable of physical  interconnection and which under
          normal   conditions   may  be   economically   operated  as  a  single
          interconnected  and coordinated system confined in its operations to a
          single  area or  region,  in one or more  states,  not so  large as to
          impair  (considering  the  state  of the art and  the  area or  region
          affected) the advantage of localized management,  efficient operation,
          and the effectiveness of regulation;

          and

          As applied to gas utility  companies,  a system  consisting  of one or
          more gas  utility  companies  which are so located  and  related  that
          substantial economies may be effectuated by being operated as a single
          coordinated  system  confined  in its  operations  to a single area or
          region, in one or more states, not so large as to impair  (considering
          the state of the art and the area or region  affected) the  advantages
          of localized management, efficient operation, and the effectiveness of
          regulation:  Provided, that gas utility companies deriving natural gas
          from a common  source of supply  may be  deemed  to be  included  in a
          single area or region.

     As the Commission and its staff have  previously  noted, in connection with
an acquisition by an exempt holding company, Section 10(c)(1) mandates that such
acquisition  not be detrimental to the carrying out of the provisions of Section
11,  but does not  require  that the  acquisition  meet the  strict  integration
standards  of Section  11(b)(1)  as would be required  of a  registered  holding
company.  Thus,  the principal  issue under Section  10(c)(1) with regard to the
Transactions  is whether the transfer of the gas utility assets of a combination
exempt holding  company to a separate gas utility  subsidiary and the subsequent
merger of that subsidiary with another gas utility company is detrimental  under
Section 11.

     First,  the Company is not becoming a combination  exempt  holding  company
system through the Transactions.  Rather, the Company presently is a combination
exempt holding company.  The Asset  Transactions and the subsequent  Merger will
simply separate the electric and gas utility assets of the Company into separate
companies and create a larger gas utility  through the  combination  with ONEOK.
Second,  on its face the Act does not prohibit  ownership  by an exempt  holding
company of both electric and gas utility  properties.  Rather, the Commission in
recent years has routinely approved transactions  involving the formation of new
combination  exempt holding  companies/12/ and involving  acquisitions of gas or
electric utility companies by existing combination exempt holding companies./13/

- ----------
/12/ See  e.g.,   CIPSCO   Incorporated,   HCAR  No.,  25152  (Sept.  18,  1990)
     (authorizing  acquisition  and granting  exemption for the formation of new
     holding company over existing  combination  utility and electric  utility);
     Illinova Corporation,  HCAR No. 26054 (May 18, 1994) (authorizing formation
     of holding company and granting exemption for holding company over existing
     combination utility and electric utility); WPS Resources Corporation,  HCAR
     No. 26101 (Aug. 10, 1994) (authorizing  formation and exemption for holding
     company over existing  combination and electric  utility);  SIGCORP,  Inc.,
     HCAR  No.  26431  (Dec.  14,  1995)  (authorizing  formation  and  granting
     exemption for holding company over existing combination utility and two gas
     utilities).

/13/ See e.g., IE Industries,  Inc., HCAR No. 25325 (June 3, 1991)  (authorizing
     acquisition  of  large  electric  utility  by  a  holding  company  with  a
     combination utility  subsidiary);  NIPSCO Industries,  Inc., HCAR No. 25470
     (Feb. 2, 1992)  (authorizing  acquisition of gas utility by holding company
     with existing  combination utility  subsidiary);  NIPSCO Industries,  Inc.,
     HCAR No. 25766 (March 25, 1993) (authorizing  acquisition of gas utility by
     holding company with existing  combination  and gas utility  subsidiaries);
     Southern Indiana Gas and Electric  Company,  HCAR No. 26075 (June 30, 1994)
     (authorizing acquisition of gas utility by combination utility company with
     a gas utility subsidiary).
- ----------

     In Dominion  Resources,  for example, an exempt combination holding company
was  permitted  to  acquire a gas  utility./14/  Pursuant  to  section  10,  the
Commission  expressly held that "the provisions of section 11 are not applicable
to exempt  holding  companies  such as DRI." The  holding  was not  merely  that
section 11 by its terms applies only to  registered  holding  companies,  but in
that context,  the meaning of the holding was that such an  acquisition  did not
violate section 10(c).  Moreover,  since Dominion  Resources did not acquire any
new electric properties, there was no direct effect upon its electric system, as
is also the case in the Transactions.

- ----------
/14/ Dominion Resources, Inc., HCAR No. 24618 (April 5, 1988).
- ----------

     No distinction  should be made between  decisions of the  Commission  under
Section 10 of the Act,  approving the formation of  combination  exempt  holding
companies,  approving  acquisitions  by an existing  combination  exempt holding
company,  and the  present  Transactions  involving  the  separation  of gas and
electric  businesses into separate  companies  within the same holding  company,
followed by a merger of the gas business with another gas utility company.

     Turning to the facts of the Transactions,  it is clear that the Company and
ONEOK currently  operate as integrated  utility systems and the combined system,
even if it were deemed  such,  will not be  detrimental  to the  carrying out of
Section  11.  The  Company's  electric  system  meets the  standards  of Section
2(a)(29)(A)  as WRI and KGE  are  physically  interconnected  and  operate  as a
coordinated  system in the State of Kansas,  as the Commission held in 1992 when
the Company obtained  authorization  from the Commission to acquire KGE pursuant
to the  standards  of Section  9(a)(2) and 10 of the Act and both are subject to
the  jurisdiction  of the KCC and the FERC./15/  Further,  the  Company  has not
acquired any utility  operations since that time which would affect the analysis
made in that order. The ONEOK system meets the standards of Section  2(a)(29)(B)
as it operates exclusively in the State of Oklahoma and is regulated by the OCC.

- ----------
/15/ The Kansas Power and Light Company, HCAR No. 25465 (February 5, 1992).
- ----------

     Thus, following  consummation of the Transactions,  the Company system will
consist of a large  integrated  electric  utility  system.  ONEOK will also be a
large  integrated  gas utility  system  operating in the same region,  with some
overlapping  service  areas.  (See  Exhibit E-1 hereto for a map  depicting  the
service territories of the Company and New ONEOK.)

     The Company  system  following  the  Transactions  will,  in fact, be quite
similar to the combination exempt holding companies whose formation or expansion
the  Commission  has  approved  in the  past  under  Section  10./16/  The  only
difference  between the instant case and the prior  decisions of the  Commission
with respect to  acquisitions is the fact that the electric system (WRI and KGE)
and the gas system (New ONEOK) will be in separate companies.  However, it would
be a strange result indeed if such an  acquisition  could not meet the standards
of Section 10(c) when an  acquisition  of a combination  system or a pure gas or
electric system by an existing combination system, as well as the acquisition of
an existing combination system (which might include separate combination and gas
and electric  utility  subsidiaries)  by a newly formed holding  company,  would
result in the same  structure  and  would  meet the test.  As noted  above  with
respect to Dominion  Resources,  when a combination company combines with either
an electric or a gas utility,  the effect with respect to one of the two systems
created is the same as with separating gas and electric operations.  Neither the
language  of the  Act  nor  any  policy  reason  supports  such  a  distinction,
especially when it is clear that the Transactions will not be detrimental to the
carrying out of the provisions of Section 11, inasmuch as the Company will carry
out its utility operations in two contiguous states, will be subject to adequate
regulatory  authority  in those  states and will not be the type of  nationwide,
complex  system that Section 11 was designed to prevent.  Moreover,  the Company
will remain an exempt holding company and, once again, "exempt holding companies
have generally been permitted to retain or acquire  combination  systems so long
as combined  ownership  of gas and  electric  operations  is  permitted by state
law"/17/  and  Kansas  and  Oklahoma  law do not  prohibit  combination  gas and
electric utility companies.  The fact that the Company will be an exempt holding
company and that the  transaction is subject to the Act's more lenient  standard
with regard to electric  and gas  combinations,  coupled  with the fact that the
Company's  utility  operations  will be located in the same  geographic  region,
leads to the conclusion  that the  Transactions  should be authorized  under the
Act.

- ----------
/16/ See supra note 13 and 14.

/17/ Division  Report at 74. See also In the  Matter of  Northern  States  Power
     Company,  HCAR No. 12655 (Sept.  16, 1954);  Delmarva Power & Light Co., 46
     SEC. 710 (1976); WPL Holdings, HCAR No. 24590 (Feb. 26, 1988).
- ----------

     Finally,  the  Transactions  will not be detrimental to the carrying out of
Section 11(b)(1)'s  provision that registered holding companies be limited to an
integrated public utility system and "such other [non-utility] businesses as are
reasonably  incidental or  economically  necessary or appropriate  thereto." The
Commission  has not  applied  "the  prohibitions  of  Section  11(b)(1)  against
retention of unregulated  non-utility  businesses by exempt holding companies to
the same extent as registered  holding  companies,"/18/ and has  generally  only
tried to ensure that the resulting  holding company system will be predominantly
a utility  company./19/  Given that the Company's  utility operations  after the
Transactions will account for approximately  $1.2 billion of its $1.3 billion in
operating  revenues and $5.2 billion of its $6.4 billion in assets,  it is clear
the Company system will be primarily an operating utility company.

- ----------
/18/ Wisconsin Energy Corporation, HCAR 24267 (Dec. 18, 1986).

/19/ Id.
- ----------

          2.   Section 10(c)(2)

     The other  component to Section 10 analysis  requires that the  acquisition
tend  "towards  the  economical  and  efficient  development  of  an  integrated
public-utility system." The Commission has stated in several cases, including in
the Gaz  Metropolitan  case, the most recent  decision in this area,  that under
Section  10(c)(2)  an  exempt  holding  company  may  consist  of more  than one
integrated  system./20/  In essence,  Section  10(c)(2)  requires  that (i) each
utility system within the exempt holding company system be an integrated  system
and (ii) the acquisition tend toward the economical and efficient development of
an integrated system.  The economies and efficiencies  expected to accrue to the
Company and New ONEOK systems as a result of the  Transactions are sufficient to
satisfy the standards of Section 10(c)(2)./21/

- ----------
/20/ The  United  Gas  Improvement  Company,  9 SEC 52  (1941),  Union  Electric
     Company,  45 SEC 489 (1974) and In the Matter of Gaz  Metropolitan  et al.,
     HCAR No. 26170 (November 23, 1994). In Gaz Metropolitan, the Commission has
     explicitly stated "[W]e have indicated in the past that acquisitions may be
     approved  even if the  combined  system  will  not be a  single  integrated
     system.  Section 10(c)(2)  requires only that the acquisition tend 'towards
     the   economical   and  the   efficient   development   of  an   integrated
     public-utility system' (emphasis added)."

/21/ Centerior Energy Corp.,  HCAR No. 24073 (April 29, 1986) ("specific  dollar
     forecasts of future savings are not  necessarily  required;  a demonstrated
     potential  for  economies  will suffice  even when these are not  precisely
     quantifiable.").

     WPL Holdings, Inc., HCAR No. 25377 (Sept. 18, 1991) ("Thus, in reviewing an
     application under this Section [10(c)(2)], the Commission may recognize not
     only benefits resulting from combination utility assets, but also financial
     and organizational economies and efficiencies.").
- ----------

     New ONEOK will also be an "integrated  public utility system" as defined in
Section  2(a)(29)(B) of the Act. The New ONEOK system will be operated in Kansas
and  Oklahoma,  satisfying  the  requirement  that the system be confined in its
operation to a single area or region not so large as to impair the advantages of
localized  management,  efficient operation and the effectiveness of regulation.
In addition,  the Gas Business and ONEOK both  interconnect  directly  with four
interstate pipelines: Panhandle Eastern Pipeline, Williams Natural Gas, Northern
National Gas and Natural Gas Pipeline of America.

     Section  10(c)(2)  also  requires  that  a  proposed   transaction  promote
economies and efficiencies. The Commission has held that in order to demonstrate
the required economies and efficiencies it is permissible to:

          ...  depend less on specific  dollar  forecasts of future  savings and
          more on the potential for economies  presented by the acquisition even
          where these are not precisely quantifiable./22/

- ----------
/22/ American  Electric  Power,  HCAR  No.  20633  (July  21,  1978)(authorizing
     acquisition by registered  holding company of electric utility company) See
     also,  Illinova  Corporation,  HCAR No. 26054 (May 18,  1994)  (authorizing
     formation of an exempt holding  company based on  non-quantified  economies
     and efficiencies  such as permitting  unregulated  affiliates to respond to
     competitive opportunities and increasing general financial flexibility) and
     WPL Holdings, Inc., HCAR No. 25096 (May 25, 1990) (authorizing formation of
     an  exempt   holding   company  based  on   non-quantified   economies  and
     efficiencies  such as deployment of earnings not needed for reinvestment in
     utility business, additional flexibility in maintaining appropriate capital
     ratios and positioning the system to respond to the developing  competitive
     environment).
- ----------

The  Company  and ONEOK  expect that there will be  economies  and  efficiencies
resulting from the  Transactions.  WRI believes that the  performance of the Gas
Business will be enhanced by being operated by ONEOK's management team, which is
devoted  exclusively to the natural gas business.  More specifically,  ONEOK has
estimated that the Transactions  will produce $24.5 million in annual synergies,
with some of these  synergies  beginning  in the  first  year and  others  being
achieved over a three-year  period.  The projected  savings are in the following
areas:  (i) labor  costs  ($10.5  million),  (ii) labor  attendant  costs  ($3.0
million),  (iii)  subcontract  labor ($1.3  million),  (iv)  computer  lease and
software  savings  ($2.5  million),  and (v)  other  operating  and  maintenance
expenses ($2.2 million).  ONEOK is also expecting to generate an additional $5.0
million in revenue  per year  because of the  Transactions.  These  savings  are
consistent  with the  savings  that  the  Commission  has  found  sufficient  in
connection with other examinations under Section 10(c)(2).

     Additional cost reductions are expected to be achieved by combining  Kansas
and Oklahoma  operations  in certain areas such as gas supply,  inventories  and
corporate  overhead.  As a larger  company,  New ONEOK may have the  ability  to
negotiate more favorable contracts with vendors and suppliers.

     It should be noted also that the  Transactions  are consistent with Section
10(f)  of the  Act,  which  states  that  the  Commission  may  not  approve  an
acquisition  unless it  appears  to the  Commission  that such state laws as may
apply in respect of such  acquisition  have been complied  with.  Section 10(f),
unlike Section 8, applies directly to exempt holding  companies and involves the
issue of  complying  with all  aspects  of state  regulation  that  apply to the
transaction,  not just whether or not state regulators have adequate  regulatory
authority over a combination  system, and is satisfied in this case./23/ Indeed,
it is a condition to consummation of the Transactions  that all applicable state
laws and regulations be complied with.

- ----------
/23/ It should be noted that the terms of Section 10(f)  reinforce the fact that
     the  policy  of the Act is to  supplement,  not  supplant,  state and local
     regulation.
- ----------

     C.   Section 3(a)(1)

     The  Company is  currently  exempt  from all  provisions  of the Act except
Section 9(a)(2) under Section  3(a)(1)  pursuant to Rule 2. ONEOK is currently a
gas-utility  company but not a public  utility  holding  company or a subsidiary
company or affiliate of a public utility  holding  company within the meaning of
the Act. In a companion  no-action letter request,  the staff of the Division of
Investment  Management  have been asked to agree that the proposed  Transactions
will not result in a holding company  relationship  between WRI and ONEOK. ONEOK
will  be  an  affiliate,  but  not a  subsidiary  company,  of  WRI.  Thus,  the
Transactions  will not affect the Company's claim of exemption under the Act. If
the KCPL  transaction is  consummated,  the Company will claim an exemption,  or
seek an order from the Commission declaring an exemption, from all provisions of
the Act except Section 9(a)(2).

Item 4   REGULATORY APPROVALS

     Set forth below is a summary of the  regulatory  approvals that the Company
and ONEOK have obtained or expect to obtain in connection with the Transactions.

     A.   State Public Utility Regulation

          1.   State Corporation Commission of the State of Kansas

     The Company,  ONEOK and WAI filed a joint  application  with the KCC for an
order  authorizing  the  Transactions,  including:  (i) the  Asset  Transaction,
including the  contribution  of the Gas Business'  certificate of convenience to
New ONEOK;  (ii) the Merger;  (iii) the  acquisition by the Company of shares of
capital stock of WAI; and (iv) the issuance of securities by New ONEOK.  The KCC
issued  an  order  dated  October  15,  1997  ("1997  Order")   authorizing  the
Transactions,  including:  (i) the Asset Transaction and transfer of the WRI Gas
Business'  certificate  of convenience  to ONEOK;  (ii) the Merger;  (iii) WRI's
acquisition  of  shares  of  capital  stock of WAI;  and (iv)  the  issuance  of
securities by ONEOK. In issuing the 1997 Order,  the KCC made a finding that the
Transactions  were in the  public  interest.  The 1997  Order  states  that this
determination  was based on a review of specific  factors  bearing on the public
interest  standard  previously  articulated by the KCC in a 1991 order approving
the acquisition by Kansas Power & Light Company of Kansas Gas & Electric Company
("1991 Order"). Since one of the standards articulated in the 1991 Order was the
effect  of the  proposed  merger  on the  existing  competition  in the  service
territories  of the two  companies,  and  since the  record  in the  proceedings
leading up to the 1997 Order included testimony  addressing  competitive issues,
it appears that the KCC, in issuing its 1997 Order,  considered the  competitive
effect of the proposed Transactions on gas utility service in Kansas.

     A copy of the application  filed with the KCC is attached hereto as Exhibit
D-1 and a copy of the order  approving  the  application  is filed  herewith  as
Exhibit D-2.

          2.   Corporation Commission of the State of Oklahoma

     The Company,  ONEOK and WAI filed a joint  application  with the OCC for an
order authorizing the Transactions,  including: (i) the Asset Transaction,  with
respect to assets in the state of Oklahoma;  and (ii) the Merger. The OCC issued
an order dated October 3, 1997 authorizing the Transactions,  including: (i) the
Asset Transaction,  with respect to assets in Oklahoma;  and (ii) the Merger. In
approving the Transactions,  the OCC determined,  among other things, that there
was no evidence that the Merger will adversely affect competition at this time.

     A copy of the application  filed with the OCC is attached hereto as Exhibit
D-3 and a copy of the order  approving  the  application  is filed  herewith  as
Exhibit D-4.

     B.   Other Federal Regulations

     WRI,  ONEOK  and WAI  filed a joint  application  with the  Federal  Energy
Regulatory  Commission ("FERC") for the transfer of three certificates issued to
WRI in connection  with its providing  service to  approximately  15 residential
customers and five small commercial customers in Kansas,  Missouri and Oklahoma.
These  certificates are issued in connection with the interstate  transportation
or exchange of natural gas for delivery  under  section 7(c) and section 7(f) of
the  Natural Gas Act, as amended  under Part 284 of the FERC's  regulations.  On
October  30,  1997,  the FERC  issued an order  approving  the  transfer of such
certificates.

Item 5   PROCEDURES

     The Commission issued and published the requisite notice under Rule 23 with
respect  to  the  filing  of  this  Application  on  October  10,  1997,  and no
intervention  occurred  within the specified  time period.  The  Commission  may
therefore  issue an order  granting and  permitting  the  Application  to become
effective.

     Without  prejudice  to its right to modify the same if a hearing  should be
ordered on this Application,  WRI hereby makes the following statements pursuant
to Item 5(b) of Form U-1:

     (i)  there  should  not be a  recommended  decision  by a hearing  or other
          responsible officer of the Commission;

    (ii)  the Division of Investment Management may assist in the preparation of
          the Commission's decision and/or order;

   (iii)  there  should not be a waiting  period  between  the  issuance  of the
          Commission's  order and the date on which it is to  become  effective.

Item 6   EXHIBITS AND FINANCIAL STATEMENTS

     A.   Exhibits

     A-1  Restated Articles of Incorporation of the Company,  as amended May 25,
          1988 (filed as Exhibit 4 to the  Registration  Statement No. 333-23022
          and incorporated herein by reference).

     A-2  Certificate of Correction to Restated Articles of Incorporation (filed
          as Exhibit 3(b) to the December 1991 Form 10-K and incorporated herein
          by reference).

     A-3  Amendment to the Restated Articles of Incorporation, as amended May 5,
          1992  (filed  as  Exhibit  3(c) to the  December  1995  Form  10-K and
          incorporated herein by reference).

     A-4  Amendments to the Restated  Articles of  Incorporation  of the Company
          (filed as Exhibit 3 to the June 1994 Form 10-Q and incorporated herein
          by reference).

     A-5  By-laws of the Company (filed as Exhibit 3 to the March 1997 Form 10-Q
          and incorporated herein by reference).

     A-6  Amendment to the Restated Articles of Incorporation of the Company, as
          amended May 14, 1996 (filed as Exhibit 3(a) to the June 1996 Form 10-Q
          and incorporated herein by reference).

     A-7  Certificate of  Incorporation of New ONEOK (filed as Appendix E to the
          Proxy/Prospectus in the Registration  Statement on Form S-4 on May 20,
          1997  (Registration  No.  333-27467),   and  incorporated   herein  by
          reference).

     A-8  By-laws  of New  ONEOK  (filed  as  Exhibit  3.2  to the  Registration
          Statement on Form S-4 on May 20, 1997  (Registration  No.  333-27467),
          and incorporated herein by reference).

     B-1  Amended and Restated Agreement between WRI, WAI and ONEOK, dated as of
          May 19,  1997  (filed as  Appendix  A to the  Proxy/Prospectus  in the
          Registration  Statement on Form S-4 on May 20, 1997  (Registration No.
          333-27467) and incorporated herein by reference).

     B-2  Form of  Shareholder  Agreement  between  New ONEOK and WRI  (filed as
          Appendix B to the  Proxy/Prospectus  in the Registration  Statement on
          Form  S-4  on  May  20,  1997   (Registration   No.333-  27467),   and
          incorporated herein by reference).

     C-1  Registration  Statement  of WAI on Form S-4  (filed  on May 20,  1997,
          Registration No. 333-27467 and incorporated herein by reference).

     C-2  Proxy Statement and Prospectus of ONEOK (included in Exhibit C-1).

     D-1  Joint application to KCC (previously filed).

     D-2  KCC Order (filed herewith).

     D-3  Joint application to OCC (previously filed).

     D-4  OCC Order (filed herewith).

     D-5  Joint application to FERC (filed herewith).

     D-6  FERC Order (filed herewith).

     E-1  Map of service area of WRI (filed on Form SE).

     E-2  Map of service area of ONEOK (filed on Form SE).

     E-3  Map of service area of New ONEOK (filed on Form SE).

   F-1.1  Opinion  of  counsel  of John K.  Rosenberg,  General  Counsel  of WRI
          (filed herewith).

   F-1.2  Opinion  of counsel  of Gable  Gotwals  Mock  Schwabe  Kihle  Gaberino
          (filed herewith).

     F-2  Past-tense opinion of counsel (to be filed by amendment).

     G-1  Opinion of Salomon Brothers Inc to the Company (previously filed).

     G-2  Opinion of PaineWebber  Incorporated  to ONEOK (filed as Appendix F to
          the Proxy/Prospectus in the Registration  Statement on Form S-4 on May
          20,  1997  (Registration  No.333-27467),  and  incorporated  herein by
          reference).

     H-1  Annual Report of WRI on Form 10-K for the year ended December 31, 1996
          (filed on March 20, 1997) (File No. 1-3523) and incorporated herein by
          reference.

     H-2  WRI  Statement  Claiming  Exemption  on Form U-3A-2 for the year ended
          December 31, 1996 (filed on February 28, 1997) and incorporated herein
          by reference.

     H-3  WRI Quarterly Report on Form 10-Q for the quarter ended March 31, 1997
          (filed on May 15,  1997)(File No. 1-3523) and  incorporated  herein by
          reference.

     H-4  WRI Quarterly  Report on Form 10-Q for the quarter ended June 30, 1997
          (filed on July 30, 1997) (File No. 1-3523) and incorporated  herein by
          reference.

     H-5  Annual Report of ONEOK on Form 10-K for the year ended August 31, 1996
          (filed on October 18, 1996) (File No. 1-2572) and incorporated  herein
          by reference.

     H-6  ONEOK Quarterly Report on Form 10-Q for the quarter ended November 30,
          1996 (filed on December 27, 1997) (File No.  1-2572) and  incorporated
          herein by reference.

     H-7  ONEOK Quarterly Report on Form 10-Q for the quarter ended February 28,
          1997  (filed on March 31,  1997) (File No.  1-2572)  and  incorporated
          herein by reference.

     H-8  ONEOK Quarterly Report on Form 10-Q for the quarter ended May 31, 1997
          (filed on June 24, 1997) (File No. 1-2572) and incorporated  herein by
          reference.

     I-1  Proposed Form of Notice (previously filed).

     B.   Financial Statements

    FS-1  WRI Unaudited Pro Forma  Condensed  Consolidated  Balance Sheets as of
          May 31, 1997 (previously filed).

    FS-2  WRI Unaudited Pro Forma  Condensed  Consolidated  Statements of Income
          for the year ended May 31, 1997 (previously filed).

    FS-3  WRI Consolidated  Statements of Income for its last three fiscal years
          (see Annual Report of WRI on Form 10-K for the year ended December 31,
          1996 (Exhibit H-1 hereto)).

    FS-4  ONEOK  Consolidated  Balance  Sheet as of August 31,  1996 (see Annual
          Report  of ONEOK  on Form  10-K for the year  ended  August  31,  1996
          (Exhibit H-5 hereto)).

    FS-5  ONEOK Consolidated Statement of Income for its last three fiscal years
          (see Annual Report of ONEOK on Form 10-K for the year ended August 31,
          1996 (Exhibit H-5 hereto)).

Item 7   INFORMATION AS TO ENVIRONMENTAL EFFECTS

     The   Transactions   involve   neither  a  "major   federal   action"   nor
"significantly  affects the quality of the human environment" as those terms are
used in Section  102(2)(C) of the National  Environmental  Policy Act, 42 U.S.C.
Sec.  4321 et seq. The  Commission's  declaration  of the  effectiveness  of New
ONEOK's  Registration  Statement on Form S-4, the  expiration of the  applicable
waiting  period under the HSR Act, KCC approval,  OCC approval,  FERC  approval,
Commission approval of this Application and the consummation of the Transactions
will not result in changes in the  operations of the Company or ONEOK that would
have  any  impact  on  the  environment.  No  federal  agency  is  preparing  an
environmental impact statement with respect to this matter.


                                    SIGNATURE

     Pursuant to the  requirements  of the Public Utility Holding Company Act of
1935,  the  undersigned  company  has duly caused  this  Amendment  No. 2 to the
Application  to be  signed  on its  behalf  by the  undersigned  thereunto  duly
authorized.

                                        WESTERN RESOURCES, INC.


                                        By: /s/ John K. Rosenberg
                                            Name:  John K. Rosenberg
                                            Title: Executive Vice President
                                                   and General Counsel


Date:  November 20, 1997
                        THE STATE CORPORATION COMMISSION
                             OF THE STATE OF KANSAS


Before Commissioners:          John Wine, Chair
                               Susan M. Seltsam
                               Cynthia L. Claus

In the Matter of the Joint Application of     )
Western Resources, Inc., ONEOK Inc., and WAI, )
Inc. for Approval of the Contribution from    )
Western Resources, Inc. to WAI, Inc. of all   )
of the Natural Gas Transportation and         )  Docket No.
Distribution Assets, Subsidies and            )  97-WSRG-486-MER
Certificates of Western Resources, Inc.;      )
for the Merger of WAI, Inc. with ONEOK, Inc.; )
for the Acquisition by Western Resources, Inc.)
of Shares of Capital Stock of WAI, Inc.;      )
for Authority for WAI, Inc. to Issue Stock    )
and Instruments of Debt; and for Related      )
Relief.                                       )


                                  Order No. 12
                    ORDER GRANTING JOINT MOTION AND APPROVING
                            STIPULATION AND AGREEMENT

     NOW,  the  above-captioned   matter  comes  before  the  State  Corporation
Commission of the State of Kansas  (Commission).  Having  examined its files and
records,  and being  duly  advised  in the  premises,  the  Commission  finds as
follows:

                     Procedural And Jurisdictional Statement

     1.  On February 24, 1997,  Western  Resources,  Inc. ("Western"  or "WRI"),
ONEOK, Inc. ("ONEOK"),  and WAI, Inc. ("WAI")  (collectively "Joint Applicants")
filed an Application  requesting approval:  to transfer all of Western's natural
gas assets,  certificates  and debt to WAI; to merge ONEOK into WAI; for Western
to acquire  shares of the capital  stock of WAI; for WAI to issue  capital stock
and debt instruments; and, other related relief:

     2.  Western is a Kansas corporation in good standing, properly certificated
by  the  Commission  as a  local  distribution  company.  ONEOK  is  a  Delaware
corporation.  ONEOK is a diversified  energy company  engaged in the production,
gathering, storage,  transportation,  distribution and marketing of natural gas.
Through its division,  Oklahoma Natural Gas ("ONG"),  ONEOK serves approximately
730,000  natural gas utility  retail  customers  in  Oklahoma.  If the  proposed
Stipulation is approved, the new ONEOK or WAI will become a public utility under
the provisions of K.S.A. 66-104 and be subject to the Commission's  jurisdiction
as a local distribution company doing business in the State of Kansas.

     3.  On March 11, 1997, the Commission  suspended the Joint Application  and
deferred the effective  date 240 days from the date of the Joint  Application to
allow sufficient time for full investigation of the matter.

     4.  On March  28,  1997,  Joint Applicants  filed a Motion  to Amend  Joint
Application  to include  additional  schedules,  exhibits and  testimony.  Joint
Applicants  stated  that  the  amended  application  should  be  "deemed  a  new
application"  for the  purposes of K.S.A.  66-117(b)(1)  and the 240-day  period
should recommence from the date the amendment was filed.

     5.  On July 8, 1997, the Commission  issued an Order  directing  Western to
provide notice to its customers of the Joint  Application by both direct billing
inserts and  publication in county  newspapers in each county served by Western.
The Commission also directed  Western to notify its customers of the opportunity
to file written  comments with the  Commission on or before October 6, 1997. The
Commission also scheduled the hearing to be held on October 6, 1997.

     6.  On October 6, 1997 the technical hearing was held.  Having found proper
notice,  the Commission  found it had  jurisdiction  to hear this matter at that
time and date. Appearances of counsel were: James G. Flaherty on behalf of ONEOK
and WAI;  J.  Michael  Peters on behalf of  Western;  Walker  Hendrix  and Brady
Cantrell on behalf of the Citizens' Utility  Ratepayer Board ("CURB");  Gregg D.
Ottinger on behalf of the Board of Public Utility ("BPU");  and Larry Cowger and
Eric  Heath on behalf of Staff.  The United  Steelworkers  of  America,  AFL-CIO
("Steelworkers Union"), the Local Union 304 of the International  Brotherhood of
Electrical Workers,  AFL-CIO ("Local 304"), the United Association of Journeymen
and  Apprentices of Plumbing and Pipe Fitting  Industry of the United States and
Canada  ("United  Association")  (collectively  referred to as "the Unions") and
Williams Natural Gas Company ("WNG") did not appear at the October 6 hearing. At
the hearing Joint  Applicants,  CURB, and Staff  presented the  Stipulation  and
Agreement ("Stipulation") resolving all disputed matters in this proceeding. The
parties  agreed to submit the  testimony and exhibits into the record and waived
the right to cross-examine. (Tr. at 6).

     7.  During  his  opening  statement,  counsel  for  Staff  stated  that the
signatory parties tried to contact the other  intervenors on Friday,  October 3,
1997,  and supply them with the joint  motion and  proposed  Stipulation.  Staff
asked  the  Commission  to take  administrative  notice  of the  fact  that  the
intervenor,  Mountain  Iron and Supply  Company  (Mountain  Iron),  indicated by
letter dated  September 30, 1997, that it would not participate in the October 6
hearing.  Counsel for Staff further  stated that Mountain Iron faxed a letter to
the parties on October 6, 1997, that Mountain Iron concurs with the Stipulation.
(Tr.  at 7).  At the  hearing,  counsel  for BPU asked to file  comments  on the
Stipulation.  The  Commission  granted  BPU's  request  and  allowed BPU to file
comments by October 10, 1997.

     8.  On October 10, 1997,  BPU filed its  comments on the  Stipulation.  BPU
states that in response to its concerns  ONEOK has agreed that it will not close
or reduce  operations at the downtown  Kansas City office during the  three-year
period  following  the  closing of the merger at issue in this  proceeding.  The
three-year  period  coincides with the minimum  three-year  rate  moratorium and
quality of service plan which are contained in the Stipulation.

     9.  BPU further stated that  ONEOK has agreed  that should it  determine to
out source meter reading or billing services for Kansas City  operations  in the
future,  it will  provide any request for proposal to BPU. BPU shall be given an
opportunity  to submit a bid to provide those  services to ONEOK and ONEOK shall
give  good  faith  consideration  to that bid.  ONEOK and BPU also  agreed on an
arrangement to provide price  stability for certain BPU gas purchases.  In light
of these agreements BPU has no objection to the Stipulation.  However, BPU noted
that  these  agreements  and  its  lack  of  objection  to the  Stipulation  are
conditioned  upon ONEOK and  Western  closing the  transaction  at issue in this
proceeding.

     10.  Joint  Applicants  requested  approval  of  their  merger  application
pursuant to K.S.A. 66-104,  66-125,  66-127, 66-136 and 66-1,200, et seq. K.S.A.
66-125 is limited to investor owned electric utilities incorporated in the State
of Kansas.  In the present case the securities will be issued by new ONEOK,  and
thus  are not  subject  to the  provisions  of  K.S.A.  66-125.  K.S.A.  66- 127
prohibits any public utility, domestic or foreign, from purchasing or acquiring,
taking  or  holding  any part of any  capital  stock,  bonds  or other  forms of
indebtedness  of any  competing  utility  either  as  owner or  pledgee,  unless
authorized by the Commission K.S.A.  66-136 provides that no certificate granted
to a public utility shall be assigned or transferred,  nor shall any contract or
agreement  affecting such  certificate be valid or of any force or effect unless
approved by the Commission.

     11. Western is a  natural gas public utility,  as defined in K.S.A. 66-104,
authorized to do business in the state of Kansas and subject to the jurisdiction
of the  Commission.  Furthermore,  the  surviving  corporation,  ONEOK will be a
natural  gas  public  utility  as  defined  by  K.S.A.  66-104  subject  to  the
jurisdiction  of the  Commission.  Therefore,  the  Commission has authority and
jurisdiction  over the  subject  matter and  parties  herein  pursuant to K.S.A.
66-104, 66-125, 66-127, 66-136 and 66-1,200, et seq. K.S.A. 66-125.

                   STANDARD OF REVIEW OF SETTLEMENT AGREEMENTS

     12. The parties evaluated the proposed Western-ONEOK-WAI  transaction under
the standards articulated by the Commission in the Kansas Power & Light Company,
KCA  Corporation  and  Kansas Gas & Electric  Company  acquisition  proceedings,
Docket Nos.  172,745-U and 174,155-U  ("1991 Merger Order").  In that proceeding
the Commission  adopted  specific factors it weighs and considers in determining
whether proposed  transactions  promote the public  interest.  The parties agree
that in accordance  with those  standards  adoption of the Stipulation is in the
public interest.

     13. The 1991 Merger Order  outlined a general  standard to govern whether a
merger or  acquisition  is in the public  interest  as it related to the KPL/KGE
merger. (See 1991 Merger Order at 34). Utility mergers are complex  transactions
that affect both  ratepayers  and  shareholders  for many years to come and have
significant implications for the utility service to be provided. In view of this
potential  public  impact,  a merger should be approved  where the applicant can
demonstrate that the merger will promote the public interest. (1991 Merger Order
at 35) (emphasis added). The Commission's  interpretation of the public interest
standard has never been static. In this case, the Commission recognizes the 1991
standards and revises  those  standards to apply to today's  mergers  especially
with respect to quality of service.

     14. The  Commission's  determination  on the Stipulation  must constitute a
reasoned decision supported by substantial competent evidence.  The Commission's
decision  is also  subject  to the  requirements  of the  Kansas  Administrative
Procedure Act ("KAPA")  that agency  actions not be  arbitrary,  capricious,  an
abuse of  discretion or otherwise not in  accordance  with law.  Southwest  Kan.
Royalty Owners Ass'n. v. Kansas Corporation Comm'n, 244 Kan. 157, 165, 769 P. 2d
1 (1989). See also, K.S.A. 77-621(c) (1989).

     15. Generally, settlements are favored in the law. Bright v. LSI Corp., 254
Kan.  853, 869 P.2d 686 (1994).  The  Commission,  like a trial court dealing in
matters affecting public interest, is not controlled by stipulation,  settlement
offers or other agreements.  If the Commission approves a settlement,  unanimous
or otherwise,  it is effectively adopting that settlement as its own independent
resolution  on the merits of the case.  Mobil Oil Corp. v. FPC, 417 U.S. 283, 94
S.Ct. 2328, 41 L.Ed. 2d 72 (1974).

     16.  Joint  Applicants,  CURB and Staff were the  signatory  parties to the
Stipulation.  At the  October  6  hearing,  only the  signatory  parties  to the
Stipulation  and BPU  appeared.  Mountain  Iron  faxed a letter  to the  parties
concurring with the Stipulation.  BPU has filed its comments and does not object
to the Stipulation. No party has filed an objection to the Stipulation.  WNG and
the Unions did not appear at the  hearing  nor did they file any  comment to the
Stipulation. In view of these facts, the Commission considers the Stipulation to
be unanimous.

                            STIPULATION AND AGREEMENT

     17.  Reservations  Relating to Public Comments.  Under this provision Staff
and CURB reserved the right to submit  additional  terms to the  Stipulation  if
they believed, after reviewing the comments submitted by the public,  additional
terms were needed. The parties would then have an opportunity to reach agreement
on any additional terms. If no agreement on additional terms was achieved, Staff
and CURB reserved the right to withdraw from the Stipulation and not be bound by
any provision  thereof.  The public comment period ran through  October 6, 1997.
Staff and CURB have not filed any additional terms to the Stipulation  since the
comment period ended.

     18. Quality of Service  Standards.  Under this section ONEOK will commit to
maintain  the same  quality of  service as that now  provided  by  Western.  The
quality of service will be measured by the quality of service  guidelines  to be
reported annually to the Commission.  The Stipulation adopted the standards from
the testimony of Ms. Buchanan,  Staff's witness.  (Dittemore,  Tr. at 48). There
are five methods that quality of service will be measured by ONEOK:

     i)   The answered call rate shall exceed ninety-five (95) percent per year.
          For  the  purpose  of  assessing  penalties,  a  departure  of  actual
          performance  from the  standard of 0.5 percent  will be  necessary  to
          reach the first 1 percent  deviation  and a  departure  of .25 percent
          will be expressed as a 1 percent deviation thereafter;

     ii)  the number of estimated bills per 1000 customers should not exceed 214
          per year.  (Buchanan's testimony at 10). In addition, the Commission's
          decision in Docket No. 97-GIMG-514-GIG (a review of billing practices)
          should  replace  this  standard  and any  penalty  or  reward  for the
          estimated bill standard which is established by the Commission in this
          docket. For the purpose of assessing penalties,  a departure of actual
          performance  from the  standard of 5 percent  will be expressed as a 1
          percent deviation;

     iii) ninety-six (96) percent of tracked  complaints  should be responded to
          within 24 hours (Buchanan's testimony at 11-12);

     iv)  the average  response  time to odor  reports  should not exceed  27.50
          minutes. For the purpose of assessing penalties, a departure of thirty
          (30) seconds of actual performance from the standard will be expressed
          as a 1 percent deviation; and

     v)   the  average  age of leaks in  inventory  should not exceed 18 months.
          Deviations  will be expressed in  increments  of 1 percent.  (See also
          Dittemore, Tr. at 48).

     19. In Section IIB(b) the Service Appointment  standard  recommended in the
testimony  will be  eliminated  and  ONEOK  agrees  to adopt  Western's  Service
Guarantee program. This service standard assures customers that the company will
keep  service  appointments.  ONEOK will  credit the  customer 25 percent of the
current  month's  energy  bill,  up to $250,  if the  company  fails to keep the
appointment.  This is not a program that is subject to the Commission's  tariff.
It is currently a voluntary  program of Western that ONEOK will adopt as part of
its customer service operation. (See also, Martin, Tr. at 38-39).

     20. Under Section  IIB(c) the parties  recognize  that there may be certain
extraordinary  events which occur that are beyond the control of the utility and
which may effect the utility's  ability to meet the service  standards under the
terms of the Stipulation.  Should such an event occur,  ONEOK shall document the
event and its impact on ONEOK's  performance.  ONEOK will have an opportunity to
present its claims to the Commission and the Commission  will determine  whether
it is appropriate to assess a penalty.

     21. The quality of service  standards  under Section IIB(d) set significant
financial  penalties if quality of service falls below the  standards  which the
customers now enjoy. The potential penalties range from $100,000 up to a maximum
of $2 million per year.  (Dittemore,  Tr. at 49). Each standard will be worth 20
points in a 100 point index. If ONEOK's  performance falls below any of the five
established  standards,  points will be deducted for each  standard  which falls
below the baseline. Should the company's performance meet each standard, it will
have 100 points with no penalty. No penalty will be assessed until the company's
performance  deviates  from at least  one  standard  by one  percent.  Only upon
application by Staff and after a full  opportunity for ONEOK to present evidence
of any extraordinary events shall the Commission assess penalty.

     22. Under Section IIB(e) ONEOK agrees to continue:  i) the current pipeline
safety  program;  ii) Western's  practice of cooperating  with Staff when making
changes to its operating standards manual; iii) the Project Deserve program or a
similar   program  which  provides  low  income   customers  with  bill  payment
assistance; and, iv) Western's informal practice of not disconnecting a customer
if the amount owed by the  customer is less than $100.00 for a bill less than 30
days  overdue,  or if the amount  owed is less than $50.00 for bills that are 60
days or more overdue, unless ONEOK determines that a policy change is warranted,
at which time ONEOK agrees to notify the Commission of the change.

     23. Section  IIB(f)  provides that nothing in the  Stipulation  shall imply
that the five stated quality of service  standards  comprise all the criteria by
which  the  service  quality  can  be  evaluated.  The  signatory  parties  also
acknowledged that the special  performance  standards adopted by the Stipulation
are not currently required for existing Kansas utilities.

     24. ONEOK agrees in Section  IIB(g) that a  diminishment  of the quality of
service compared to that delivered by Western is not in the public interest.

     25. Under Section  IIB(h) the parties agree that if the  Commission has not
established  statewide  utility  performance  standards and penalties or rewards
within three years from the date of the closing of the transaction,  ONEOK shall
be allowed to petition the  Commission  to modify or eliminate  the  performance
standards and penalties agreed to in the Stipulation.

     26.  Capital  Structure.  ONEOK  agrees in  Section  II(C) that in its next
general rate filing it shall base its request upon its actual capital  structure
not to exceed 57 percent equity (which reflects ONEOK's capital  structure as of
August 1, 1997). If its actual equity  capitalization  ratio exceeds 57 percent,
ONEOK agrees to base its request upon a hypothetical  capital structure,  not to
exceed a common  equity  component  of 57 percent.  Staff and the other  parties
shall have the right to argue that the filed equity  capitalization  is atypical
and  should  not be adopted in the  Commission's  determination  of  appropriate
rates.  This section caps the maximum  amount of equity within  ONEOK's  capital
structure on which ONEOK could  include in the next  general  rate filing.  (See
Dittemore, Tr. at 49).

     27. Rate Filing Moratorium.  Under Section II(D) ONEOK agrees not to file a
general rate increase sooner than 36 months from the closing of the transaction,
provided  that the  Commission  issues an order  allowing  ONEOK to receive  the
accounting orders previously issued to Western and to continue to defer SFAS 106
and SFAS 112 costs as a recoverable  regulatory  asset. This is confirmed by the
testimony of Mr. Eugene Dubay on behalf of ONEOK. (Tr. at 20). ONEOK may propose
a rate change related to cost of gas pursuant to the Commission rules related to
PGA and ACA clauses or other rates which  would  provide  voluntary  options for
customers.  This provision does not preclude ONEOK from filing a revenue neutral
rate  design  case  during  the  moratorium  period.  Under this  provision  the
customers  will not  experience  an  increase  in rates  for  three  years.  The
testimony   submitted  into  record  suggested  that  under  the  existing  rate
structure, Western could be under-earning.  However, the Commission reviewed and
approved the  Western's  rates as recently as  December,  1996.  The  Commission
believes the existing  rates are within the low end of "zone of  reasonableness"
and will allow  ONEOK to maintain  its  financial  integrity  and its ability to
attract  capital.  Nonetheless,  the rate  moratorium  could result in ratepayer
savings of at least $12  million  per year  during the  moratorium  period.  The
moratorium will have the effect of an incentive  mechanism to encourage ONEOK to
become more economically efficient.

     28.  Impact On Electric  Customers  Of  Western.  Western  acknowledges  in
Section  II(E) that  evidence in the case  supports the  potential for a $4.6 to
$5.2 million flowback of  administrative  costs to its electric cost of service,
with the range  representing  Western's number and Staff's number.  (Tr. at 73).
The  Stipulation  also states that unless an  offsetting  benefit is shown,  any
incremental cost of this  transaction  imposed on Western's  remaining  electric
utility  business  should be removed  from cost of service in its next  electric
rate determination. Western has the burden to show that there is no detriment to
electric customers as a result of the transaction.  However, Western is entitled
to show that these costs have been  offset or  mitigated  by  benefits  directly
resulting from the alliance. (See also Tr. at 40 and 79).

     29. Acquisition  Premium.  An acquisition premium is the difference between
the market value of  compensation  received and the underlying net book value of
assets acquired in a utility transaction.  (Dittemore's  testimony at 15). Under
Section II(F) neither  Western nor ONEOK shall seek or be permitted to recover a
portion of the acquisition premium attributable to this transaction from ONEOK's
or Western's Kansas jurisdictional  customers. (See also Dubay, Tr. at 20). This
means that neither  ONEOK nor Western can later file an  application  seeking to
recover this premium. No Kansas customers will have to pay any additional charge
for this premium, which is estimated to be $64 million. (Tr. at 47).

     30. Proposed Tariff Changes.  In Section II(G) ONEOK agrees to withdraw the
proposed  tariff  changes it filed in this  application  but may  request  those
specific tariff changes in a separate  proceeding.  The signatory  parties agree
not to object on  procedural  grounds  to ONEOK  seeking  these  tariff  changes
outside a general rate proceeding.  This separate  proceeding is not constrained
by the  provision of the Rate  Moratorium  provision  under  section IID. At the
hearing of October 6, 1997, Mr. Dubay  testified that those tariff changes would
be mainly in  purchased  gas  adjustments  (PGA).  (Dubay,  Tr. at  60-63).  Mr.
Dittemore also testified that ONEOK may file some PGA tariff whereby the cost of
gas component would be fixed for a period of time. It is Mr.  Dittemore's belief
that ONEOK may file for the line extension tariffs and the miscellaneous service
charge  increases  contained in the  original  Joint  Application  and not be in
violation  of  the  Stipulation.  Staff  will  have  the  right  to  object  and
participate in any of these tariff changes proceedings. (Dittemore, Tr. at 83).

     31. During the public comment period the Consumer  Protection Office of the
Commission  received a total of 144  comments.  121 comments were opposed to the
approval of the merger or were  opposed to the proposed  tariff  changes such as
the  initiation  charge and/or the increase in the  reconnection  charge.  These
comments  also  expressed  concerns  regarding  the  quality of  service.  Seven
comments were in support of approving the merger.  Of the remaining 15 contacts,
the topics  ranged from  inquiries to  objections  on the customer  notification
card.  The  Commission  notes that the  majority of the comments  concerned  the
proposed tariff changes and quality of service. Under the Stipulation, ONEOK has
agreed to withdraw the tariff changes.  Although under the Stipulation ONEOK has
the  right  to  file  these  specific  tariff  changes  within  the  three  year
moratorium,  the filing will have to be outside a general  rate  proceeding  and
will be subject to full Commission review. Further, the Stipulation provides and
adopts the strict  quality of service  standards  similar to those  proposed  by
Staff in its testimony.

     32.  Transaction  Costs. The transaction costs have been estimated to be $7
million.  (Tr.  at  81).  The  Kansas  jurisdictional   portion  of  the  merger
transaction  costs will be  amortized  and  recovered in rates over a forty (40)
year period with no rate base treatment.  The recovery of transaction costs will
be  limited  to  actual  prudent  and  reasonable   costs  directly  related  to
effectuating the merger.  The Stipulation  indicates that the transaction  costs
are not to be included in the rate base.  At the  October 6 hearing,  Mr.  Dubay
agreed  with  Staff  that  45  percent  of  the  transaction  costs  are  Kansas
jurisdictional. (Dubay, Tr. at 66).

     33.  Affiliates.  Under Section II(I) ONEOK acknowledges that the operation
of the Kansas gas business will be governed by the  applicable  Kansas  statutes
and rules of the Commission governing affiliate relations.  ONEOK also agrees to
develop a cost  allocation  manual  detailing  how costs are  directly  charged,
assigned and allocated between its jurisdictions and affiliates,  and to provide
Staff with a copy of the manual upon completion.

     Miscellaneous Provisions:

     34.  The  signatory   parties  request  that  the  approval  of  the  Joint
Application be effective on or before October 15, 1997.

     35.  ONEOK  agrees  to  maintain  the  level of  environmental  performance
practiced  by Western as of August 21, 1997,  including  the number of employees
currently and exclusively  assigned to Kansas gas environmental  matters.  Under
this  provision  Staff reserves the right to address the subject of a decline of
environmental performance and to propose appropriate remedies to the Commission.

     36. Joint  Applicants  agree to submit their  Marketing  Agreement to Staff
upon its  completion.  Nothing in the agreement shall prohibit the Staff or CURB
from raising regulatory issues associated with the marketing agreement in future
proceedings  with either  Western or ONEOK.  Mr. Dubay  testified at the hearing
that he  anticipated  having the  marketing  agreement  done within the next two
weeks. It is Mr. Dubay's  understanding that the agreement will only address the
marketing of home security systems on behalf of Western. (Dubay, Tr. at 66).

     37. An opinion  from Joint  Applicants'  tax  counsel is to be  provided to
Staff.  Joint Applicants have stated that ratepayers shall be held harmless from
all negative tax implications  arising from this  transaction.  (See also Dubay,
Tr. at 70).  There  were  questions  raised at the  hearing  regarding  when the
Stipulation  shall be deemed null and void.  Mr. Dubay stated that at this point
he perceives  nothing that would change the  agreement to make it null and void.
Further,  ONEOK and Western have not discussed  changing any of the terms of the
agreement. (Dubay, Tr. at 67, 68).

     38. The  Stipulation  has been submitted to the Commission for approval and
contains  an  entirety  clause.  Should the  Stipulation  not be approved in its
entirety without modification, the record will be reopened for the submission of
rebuttal  testimony  and cross  examination  of witnesses.  If this occurs,  the
substantive  provisions  of this  Stipulation  are  null and void and may not be
admitted as evidence for any purpose.

     39. The definitions,  terms of standard and custom industry  practice,  and
the reservations  are set forth in the Stipulation.  These provisions are hereby
adopted by reference.

                   THE STIPULATION IS REASONABLE AND SHOULD BE
                         APPROVED IN THE PUBLIC INTEREST

     40. The Commission  recognizes that stipulations contain compromises by all
parties.  In  determining  whether  a  stipulation  is in the  public  interest,
consideration  must be  given  to both  the  immediate  and  future  effects  on
consumers.

     41. ONEOK is qualified by its experience in Oklahoma and financial strength
to operate in the natural gas industry in Kansas.  ONEOK will provide  Western's
customers  with  continuity  of the same  quality of  service  and is subject to
penalties if it fails to comply as described above.  The Stipulation  provides a
moratorium  on a general  rate  increase for three years from the closing of the
subject  transaction,  giving ONEOK and consumers rate stability for these three
years.

     42.   In  the  1991   Merger   Order   the   Commission   determined   that
merger-generated  savings  should be  quantifiable  and  realizable.  The Kansas
jurisdictional  portion of the merger  transaction  costs will be amortized  and
recovered in rates over a 40 year period with no rate base  treatment.  Further,
Western agrees that any incremental cost of this merger  transaction  imposed on
its remaining  electric  utility business should be removed from cost of service
for purposes of determining  future rates,  except to the extent Western is able
to demonstrate that these costs have been offset by benefits directly  resulting
from the subject transaction.

     43.  Approving the  Stipulation  will result in a number of benefits to the
Kansas ratepayers and the shareholders of the Joint  Applicants.  The Commission
finds  that  there is  substantial  competent  evidence,  based on the  prefiled
testimony and exhibits of record,  to support the provisions in the Stipulation.
The  Stipulation  is a reasonable  settlement of many issues that arose from the
Joint  Application.  The Commission  finds that it is in the public  interest to
approve the  Stipulation.  This document is the result of long  negotiations and
compromise  between the parties and for the benefit of the ratepayers.  However,
the Commission,  by approving the  Stipulation,  is not establishing a precedent
for future proceedings.

     44. The Joint  Application and Stipulation  meet the statutory  criteria as
previously discussed.  The Commission approves the transactions  contemplated by
Western,  ONEOK,  and  WAI  including  (i)  Western's  contribution  of  assets,
certificates  and debt to WAI;  (ii) the issuance of the capital stock of WAI by
Western;  (iii) the merger of ONEOK and WAI; and (iv) the issuance by WAI of its
capital stock to shareholders of ONEOK and assumption by WAI of ONEOK's debt.

     45. The Commission hereby authorizes  Western,  effective upon consummation
of the merger, to discontinue all gas services. The Commission hereby authorizes
WAI (ONEOK,) to succeed to all of Western's  rights,  title and interests in its
natural gas utility plant and facilities,  and to all franchises,  certificates,
consents  and permits  relating to the  operation  of such plant and  facilities
pursuant to K.S.A. 66-136.

     46. The Commission notes that, following the merger, Western will own up to
9.9 percent of the  outstanding  common  stock of ONEOK.  Western will also have
preferred stock equaling up to 45 percent of the outstanding equity of ONEOK. If
the Public Utilities Holding Company Act (PUHCA) is repealed, or if an exemption
is obtained by ONEOK,  Western may, at its option,  convert, the preferred stock
to common stock.  (Crane's  testimony at 8-9). The Commission will require ONEOK
and Western to provide  notice  promptly if this event  occurs.  The  Commission
reminds the parties that no assignment or transfer of  certificate  or agreement
impacting Kansas ratepayers may be implemented without the prior approval of the
Commission. (K.S.A. 66-136).

     47.  In  event  the  transaction  is not  closed,  as  contemplated  by the
Stipulation and Agreement,  the parties shall notify the Commission  immediately
and  such  notification  shall  constitute  a new  application  and the  240-day
statutory provision of K.S.A. 66- 117(b) shall be restarted.

     IT IS, THEREFORE, BY THE COMMISSION ORDERED THAT:

     The Joint Motion for Commission Approval of Stipulation and Agreement filed
by the Joint  Applicants,  CURB and Staff is hereby granted and the  Stipulation
and Agreement is hereby approved in its entirety as set forth in this Order.

     The additional agreements between ONEOK and BPU are hereby approved.

     A party  may file a  petition  for  reconsideration  of this  Order  within
fifteen (15) days of the service of this Order. If this Order is mailed, service
is complete upon mailing, and three days may be added to the above time limit.

     The Commission retains jurisdiction over the subject matter and the parties
for the  purpose  of  entering  such  further  order  or  orders  as it may deem
necessary and proper.

     BY THE COMMISSION IT IS SO ORDERED.

     Wine Chr.; Seltsam, Com.; Claus, Com.


     Dated:---------------


                                                    -----------------------
                                                    David Heinemann
                                                    Executive Director
           BEFORE THE CORPORATION COMMISSION OF THE STATE OF OKLAHOMA


IN THE MATTER OF THE JOINT           )
APPLICATION OF ONEOK INC., WESTERN   )     CAUSE NO. PUD 970000106
RESOURCES, INC., AND WAI, INC. FOR   )
APPROVAL OF AN AGREEMENT             )
PROVIDING FOR THE MERGER OF          )     ORDER NO. 416480
ONEOK INC. WITH WAI, INC.            )


HEARING:       September 4, 1997 before the Commission en banc

APPEARANCES:   John A.  Gaberino,  Jr. and Vivian C. Hale,  Attorneys  for ONEOK
               Inc, and WAI, Inc.,

               J. Michael Peters, Attorney for Western Resources, Inc.,

               Gene Stipe and John Thetford, Attorneys for Ruth Huffman,

               Graydon Dean Luthey, Jr. and James D. Satrom, Attorneys for Terra
               Nitrogen, Limited Partnership

               Dara Derryberry Prentice and Mickey S. Moon,  Assistant Attorneys
               General, Office of the Attorney General, State of Oklahoma,

               Jacqueline T. Miller,  Assistant General Counsel,  Public Utility
               Division, Oklahoma Corporation Commission,

               William J.  Bullard  and  Kimberly  K.  Blaylock,  Attorneys  for
               Oklahoma Industrial Energy Consumers,

               Karl F. Hirsch, Attorney for Mountain Iron and Supply Company

                                   FINAL ORDER

BY THE COMMISSION:

     The Corporation  Commission of the State of Oklahoma  ("Commission")  being
regularly  in  session  and the  undersigned  Commissioners  being  present  and
participating,   there  comes  on  for  consideration  and  action,   the  Joint
Application,  the  Joint  Stipulation  and  the  Appeal  of  the  Report  of the
Administrative  Law  Judge  filed  by  intervenor  Ruth  Huffman  ("Huffman"  or
"Appellant").

                               PROCEDURAL HISTORY

     At issue in the Cause is the Joint  Application  of ONEOK  Inc.  ("ONEOK"),
Western Resources, Inc. ("WRI"), and WAI, Inc., a wholly owned subsidiary of WRI
("WAI"),  (hereinafter  referred to as "Joint Applicants"),  requesting that the
Commission  issue an order  pursuant to 17 O.S.  (1991),  ss.ss.  191.1 et seq.,
authorizing  WRI to transfer  all of its natural  gas  distribution  and related
properties in the State of Oklahoma to WAI and  authorizing  ONEOK to merge with
WAI,  pursuant to the  provisions  of an Agreement  dated  December 12, 1996, as
amended and restated ("the Merger").

     The  procedural  history of this Cause,  up to and including the hearing on
the merits  before the  Administrative  Law Judge  ("ALJ") on July 24, 1997,  is
fully  set  forth in the  Report of the  Administrative  Law  Judge  ("Report"),
attached  hereto as Attachment  "B".  (Concurring  Opinion,  attached  hereto as
Attachment "A").

     The Report, in which the ALJ recommended  approval of the Joint Stipulation
executed  by ONEOK,  WAI,  WRI,  the Public  Utility  Division  of the  Oklahoma
Corporation  Commission ("Staff),  the Attorney General of the State of Oklahoma
("Attorney  General"),   Terra  Nitrogen,  Limited  Partnership  ("Terra"),  the
Oklahoma  Industrial  Energy  Consumers  ("OIEC"),  and Mountain Iron and Supply
Company ("Mountain Iron"), was issued on August 21, 1997.

     Huffman,  who opposed the Joint Stipulation and the proposed Merger,  filed
her Appeal of the Report of the ALJ  ("Appeal")  on August 26,  1997,  and Joint
Applicants  timely  filed a Response to  Huffman's  Appeal on September 2, 1997.
Oral  argument  thereon was heard before the  Commission en banc on September 4,
1997.  Counsel for Huffman  presented  argument in opposition to the ALJ report,
and counsel for ONEOK,  WAI,  WRI, the OIEC,  Staff,  and the  Attorney  General
presented argument in support of the ALJ report.

                              ARGUMENTS OF COUNSEL

     The  Appellant,  through her counsel,  argued that the  Administrative  Law
Judge committed  error by not requiring the admission of the prefiled  testimony
of Jimmy D. Crosslin  ("Mr.  Crosslin")  and by not  requiring  Mr.  Crosslin to
appear and testify as a witness in the proceeding.  The Appellant further argued
that a motion for subpoena was not necessary  since Mr.  Crosslin  indicated his
willingness to testify.

     The Appellant  further argued that ONEOK had failed to submit evidence that
would  indicate  merger  savings  and  any  agreements  related  to  the  merger
transaction  should have been submitted to the Commission  prior to a hearing on
the approval of the merger.

     The  Appellant  concluded  her  presentation  by  arguing  that  the  Joint
Applicants  did not meet  their  burden  of proof  pursuant  to 17 O.S.  Section
191.5(A)  and  finally  that the  Commission's  review  of the  proposed  merger
transaction  was not  limited  to the  factors  set  forth  in 17  0.S.  Section
191.5(A). These points were likewise reiterated by the Appellant on rebuttal.

     Counsel  for  Joint   Applicants,   ONEOK  and  WAI   ("Counsel  for  Joint
Applicants")  first addressed the merger  criteria set forth in 17 O.S.  Section
191.5(A)  arguing  that this  merger  statute  placed the burden of proof on the
protestant of the merger to submit evidence  establishing that the merger should
not be approved.

     Counsel for the Joint  Applicants  further cited the Oklahoma Supreme Court
for the  proposition  that  the  findings  of the  Commission  must be  based on
substantial evidence, i.e. something more than a scintilla of evidence.  Counsel
further  noted that there  existed no  evidence  in the record  contrary  to the
merger application.

     With regard to the  admissibility  of the testimony of Jimmy D. Crosslin of
Staff,  ("Mr.  Crosslin"),  oral or prefiled,  Counsel for the Joint  Applicants
argued that the ALJ's ruling was consistent with previous  Commission  precedent
involving stipulations.  Counsel for the Joint Applicants cited Commission cases
wherein  persons  who filed  prefiled  testimony  in the Cause did not  testify,
specifically  Staff  witnesses.   Further,  Counsel  for  the  Joint  Applicants
contended  than in the event a Staff  witness is called by a party  other than a
party for whom he was intended to testify,  the Commission's  rules for subpoena
should apply and the Appellant should have filed a motion for subpoena  pursuant
thereto. Finally, Counsel for the Joint Applicants contended that Mr. Crosslin's
testimony was  appropriately  excluded  because it was not relevant to the Joint
Stipulation of the parties and in any event, Mr. Crosslin's  prefiled  testimony
did not  recommend  that the merger not be approved but outlined  three areas of
concern which were resolved by the Joint Stipulation. In addition, the testimony
of Staff witness,  James R.  Armstrong,  found that none of the merger  criteria
necessary to recommend disapproval existed.

     Counsel for the Joint Applicants  further asserted that the transition team
study, an estimate of savings  generated,  had been provided to Staff.  Further,
the  shared  services  agreement  was also  provided  to Staff and the  Attorney
General even though it did not apply to Oklahoma but involved a sharing of meter
reading and other services by WRI and ONEOK  applicable to areas in Kansas where
both of those entities operated. Additionally,  Counsel for the Joint Applicants
asserted  that the marketing  agreement  was a nonutility  agreement and did not
apply to the operation of the gas utility.

     Finally,  Counsel  for the Joint  Applicants,  contended  that ONEOK is the
acquiring  entity and that WRI will not acquire  control by virtue of the merger
transaction, because provisions in the shareholder agreement restrict the voting
rights of WRI in the selection of directors  and insure that ONEOK  shareholders
maintain control of the company.  WRI will initially own only 9.9% of the common
stock;  WRI  will  own 45% of  common  stock in the  merged  company  only if it
converts its preferred  stock to common stock,  which can be  accomplished  only
upon an amendment or repeal of the Public Utility Holding Company Act.

     Counsel  for  Staff  argued  that  the  Joint   Stipulation   exceeded  the
protections  contained in the  statutory  criteria set forth in 17 O.S.  Section
191.5(A) and gained certain protections for Oklahoma jurisdictional customers on
many points  including  a one  million  dollar  reduction  in tariff  rates if a
general rate change  application  had not been filed by Oklahoma  Natural by the
end of the  eighteen  month  period  after the date of  closing  of the  merger.
Counsel  further  pointed out that the savings  would  primarily  issue from the
allocation of overheads once both the operations in Oklahoma and Kansas had been
combined.

     Counsel for Staff  asserted  that the  testimony of Staff  witness James R.
Armstrong  (specifically  page 123 of the  transcript,  July 24, 1997,  hearing)
established  that  although  formal  agreements  had not yet been  provided,  an
appropriate  merger  savings  level  was  determined  by Staff  based  upon cost
information  received in discovery  responses from the Joint Applicants prior to
the merit hearing.

     Counsel for Staff further  asserted  that the issue of whether  transaction
costs exceed merger savings to the detriment of Oklahoma Natural  ratepayers was
an  issue  raised  for the  first  time on  appeal  and  improperly  before  the
Commission,  nevertheless the Joint Stipulation  (specifically paragraph D. page
6) provided a safeguard for ratepayers by providing that  transaction  costs and
acquisition  premium,  if any, may be reflected in Oklahoma's  Natural's cost of
service  for  ratemaking  purposes,  but only to the extent  the merger  savings
exceed the amortization of such costs.

     As to the oral and prefiled testimony of Jimmy D. Crosslin, Staff contended
that it was  established  Commission  practice in stipulated  cases for Staff to
sponsor  at least  one  witness  to  support  a case  stipulation  and that this
testimony at the time of hearing constituted  substantial evidence in support of
the  stipulation.  Staff cited specific  Commission case precedent in support of
this position.  Staff further  contended that Mr.  Crosslin was not a witness in
the case,  bearing  testimony  under oath and therefore,  pursuant to Commission
rule   OAC165:5-13-3(g)(h)(j),   he  could  not  be  called  as  a  witness   or
cross-examined  by the  Appellant.  Staff  Counsel  further  contended  that the
Appellant  could have secured the presence of Mr.  Crosslin prior to the hearing
pursuant to the Commission's subpoena rules at OAC165:5-11-3.

     Counsel for Staff further  argued that the allegation by the Appellant that
ONEOK  shareholders  were not receiving fair value for their shares of stock was
not well founded. Staff referenced the record below (specifically page 78 of the
transcript of  proceedings,  July 24, 1997  hearing)  wherein  expert  testimony
established  that as WRI  shareholders  realized a capital gain by virtue of the
increase in stock  prices,  ONEOK  shareholders  also realized a capital gain by
virtue of the increase in stock prices.

     As to the  Appellant's  allegation  that  detriment  was caused to Oklahoma
ratepayers if ONEOK shareholders were required to pay WRI shareholders 1.5 times
the dividend that ONEOK  shareholders were to receive,  Counsel for Staff argued
that this issue was an issue raised for the first time on appeal and  therefore,
it was improperly before the Commission. Counsel for Staff also pointed out that
dividends  may  not  necessarily  be  declared  by the  Board  of  Directors  in
accordance with the S-4 filed by the Joint Applicants  (specifically Appendix C,
pg. C-l) and therefore the Appellant's contention in this regard was misplaced.

     Counsel for the Staff also argued that the  Appellant's  assertion that the
proposed  merger would cause the merged company not to perform as well as ONEOK,
was without  evidentiary  support  (specifically  page 81 of the  transcript  of
proceedings,   July  24,  1997  hearing)  and  contrary  to  financial   analyst
projections.

     Finally,  Counsel for Staff argued that there was no evidence in the record
establishing  that any of the  statutory  merger  criteria  set forth in 17 O.S.
Section  191.5(A)  existed,  and  therefore  the  Joint  Stipulation  should  be
approved.

     Counsel for WRI relied upon the argument of the Joint  Applicants'  counsel
stating that WRI maintained a stake in the success of the combined ONEOK and WRI
gas properties. WRI's counsel further contended that contrary to the Appellant's
position,  the increase in stock prices is evidence  that the market  valued the
merger transaction to ONEOK shareholders.

     Counsel for the OIEC declared that the merger agreement should be approved.
Counsel for the OIEC asserted that its concerns had been specifically related to
the impact of the merger on the quality of service to industrial customers,  the
treatment of acquisition  costs, and the debt equity ratio of the merged entity,
each of which were successfully addressed by the Joint Stipulation.

     Counsel  on  behalf  of the  Attorney  General  of the  State of  Oklahoma,
requested  that the ALJ's report be adopted.  Counsel for the  Attorney  General
stated that she  believed  the Joint  Stipulation  was in the  interests  of the
residents  of the state in that it assured the same level of service  quality to
ratepayers  as  existed  prior  to the  merger.  Further,  the  guaranteed  rate
reduction at the end of eighteen months as a minimum operated to insure that the
merger would result in lower costs for ratepayers. Finally, Counsel on behalf of
the Attorney General asserted,  contrary to the arguments of the Appellant, that
the Joint  Stipulation  does insure that there  exists no risk of an increase in
the cost of capital effecting rates in the post merger stage.

     On September 10, 1997, the Commission en banc  deliberated  this Cause.  On
September 10, 1997, the Commission determined that the final order in this Cause
would reference that discussions were had by the  Commissioners and further that
in reaching  its order  herein,  the  Commission  considered  Commission  orders
regarding  recovery  of  acquisition  premium,  such as Lone  Star Gas  Company,
Commission Order No. 388124, Cause No. PUD910001190, of no precedential value in
the Commission's  interpretation of acquisition premium recovery, if any, in the
case at bar.

                     FINDINGS OF FACT AND CONCLUSIONS OF LAW

     The  Commission,  upon proper  evaluation  of the  evidence  and  testimony
presented  in this  Cause,  the Report of the ALJ,  the Appeal of  Huffman,  and
argument of counsel, makes the following findings:

     The  Commission  has  jurisdiction  over this Cause  pursuant to Article 9,
Section 18 of the Oklahoma  Constitution,  17 O.S. (1991) & Supp.  1996,  ss.ss.
151-152 and 191.1 et seq., and OAC  165:5-7-57.  Notice was given as required by
the law and Commission rules and as directed by the Commission.

     The  Report of the ALJ should be  approved  and  adopted  in its  entirety.
Huffman, the only party opposing the Joint Stipulation and the Merger, presented
no  arguments  in support of her appeal  that  would  necessitate  modifying  or
reversing  the  recommendations  of the  ALJ  as set  forth  in the  Report,  or
reopening the record to take additional evidence and testimony.

     The Joint Stipulation entered into by the parties addresses the concerns of
Staff, the Attorney General, Terra, the OIEC, and Mountain Iron. It is supported
by substantial evidence and should be approved in its entirety.

     There has been no evidence  presented,  either on appeal or before the ALJ,
to show that any of the  conditions  set forth in 17 O.S.  ss.  191.5(A),  would
exist if this Merger is approved as set forth in the Joint Stipulation.

     Commission  orders  regarding the recovery of  acquisition  premium have no
precedential value in the Commission's  interpretation of acquisition premium in
the case at bar.

     Therefore,  pursuant  to the terms of 17 O.S.  (1991),  ss.  191.5(A),  the
Merger proposed by the Joint Applicants in this Cause should be approved.

                                      ORDER

     IT IS THEREFORE THE UNANIMOUS  ORDER OF THE  CORPORATION  COMMISSION of the
State of  Oklahoma  that the Report of the  Administrative  Law Judge,  attached
hereto as Attachment  "B", be and the same hereby is approved and adopted in its
entirety.

     IT IS  FURTHER  ORDERED  that the  Joint  Stipulation,  attached  hereto as
Attachment "C", entered into by the parties is supported by substantial evidence
and the same shall be and hereby is approved in its entirety.

     IT IS FURTHER ORDERED that the Merger  proposed by the Joint  Applicants in
this Cause shall be and the same hereby is approved.


                                             OKLAHOMA CORPORATION COMMISSION


                                             -------------------------------
                                             ED APPLE, Chairman

                                             Concurring Opinion Attached

                                             -------------------------------
                                             BOB ANTHONY, Vice Chairman


                                             -------------------------------
                                             DENISE A. BODE, Commissioner


     DONE  AND  PERFORMED  this  ___ day of  _________,  1997.  BY  ORDER OF THE
COMMISSION.


                                             -------------------------------
                                                              , Secretary


                                 "Attachment A"

           BEFORE THE CORPORATION COMMISSION OF THE STATE OF OKLAHOMA

IN THE MATTER OF THE JOINT           )
APPLICATION OF ONEOK INC., WESTERN   )
RESOURCES, INC., AND WAI, INC.       )     CAUSE NO. PUD 970000106
FOR APPROVAL OF AN AGREEMENT         )
PROVIDING FOR THE MERGER OF          )
ONEOK INC. WITH WAI, INC.            )


                 CONCURRING OPINION OF COMMISSIONER BOB ANTHONY

This  proposed  merger  will give  Western  Resources  both a 45 percent  equity
interest  in ONEOK and  effective  control of  Oklahoma's  largest  natural  gas
utility (ONG). I support this merger expecting Western Resources to help correct
the abuses which have  characterized  ONEOK's past.  Over recent decades certain
individuals,  especially  attorneys for ONG, have allegedly been associated with
questionable  activities,  unprofessional  behavior,  or possibly fraudulent and
illegal  conduct.  (Information  filed at the  Oklahoma  Corporation  Commission
documents some of the alleged abuses;  for example,  see Exhibits A, B, C, D, E,
F, G and H which are attached  hereto.) When an attorney  violates certain laws,
under 74 O.S.  Section  4219(C)  there is a  presumption  he was  acting for the
corporation  involved.  Furthermore,  ratepayers  may  wonder to what  extent an
attorney representing multiple utility clients is illegally buying influence and
access on behalf of all of his clients when he bribes a commissioner  pertaining
to one  particular  case  and  otherwise  generally  engages  in  unprofessional
conduct.  Because  17 O.S.  Section  191.5(A)  requires  a  public  hearing  and
consideration  of the integrity of utility  management,  the record of this case
may be considered  deficient for not examining alleged misconduct which has been
brought to the attention of this commission in other cases and in other forums.

From  1991  through  the  summer  of 1992 a  federal  investigation  of  bribery
involving  Oklahoma  utility  ratemaking  resulted in FBI  wiretaps,  subpoenaed
documents, and grand jury appearances.  As details of the FBI investigation were
becoming  increasingly  known,  on October 1, 1992,  as Chairman of the Oklahoma
Corporation  Commission,  I filed formal bar complaints against utility attorney
William L. Anderson and both the ONG general counsel and the  Southwestern  Bell
Telephone  Company  attorney to whom Mr. Anderson  reported.  Although one board
member  of ONEOK  described  a  subsequent  reorganization  as a "clean  sweep,"
current  management now resists the  opportunity to explain  certain  actions by
ONG. For example,  in this proceeding ONG objected to having Mr. David Kyle, its
president at the time of filing this merger  application,  made available before
the commission en banc for  questioning  about a 1993 ONG gas purchase  contract
with Dynamic Energy Resources,  Inc. (Dynamic Energy). The public still deserves
to know why ONG would give corrupt  political  operatives  from  out-of-state  a
contract to sell about $175  million of natural gas over a ten-year  period when
the principal  owner had no gas  reserves,  had no experience in the natural gas
business,  and  furthermore  once had even  testified she suffered from a memory
deficiency.  State court testimony and federal court documents  indicate Dynamic
Energy was a startup company with no equity which engaged in illegal  activities
and made a  multimillion  dollar  windfall  profit from its  Oklahoma  dealings.
Subpoenas  have  been  issued  in  Oklahoma  as a part of at least a  couple  of
different   federal   investigations  of  Dynamic  Energy  and  its  principals.
Apparently ratepayers in Kansas and Oklahoma will have to wait to learn how they
may be impacted by the Dynamic Energy  transaction and other ONG gas procurement
practices.  The Oklahoma  Corporation  Commission has a  constitutional  duty to
examine and resolve  issues of this type, but we now reserve them for subsequent
proceedings.

An unfortunate aspect of this case occurred in relation to ONG's decision not to
volunteer  Mr. Kyle to appear  before the  commission  en banc at its hearing on
September 4, 1997.  Instead,  ONEOK issued a spurious  letter signed by Mr. Kyle
without  giving his title and not filed in the record of this case but delivered
to the  commissioners  on September 3, 1997. The letter  incorrectly  represents
that ONG was fully  responsive  to previous  data  requests and  interrogatories
related to Dynamic Energy.  Also, the letter inaccurately  states, "... that the
Commission's  rules  preclude  the taking of  additional  evidence  during  this
hearing ..." despite the commission's  general counsel having previously advised
ONEOK of its  mistaken  interpretation  of our  rules.  Furthermore,  the letter
misrepresents  that the merits of the Dynamic Energy matter have been "addressed
by this  Commission"  when in fact  the  Attorney  General's  motion  in  limine
recently was granted in the 1994-95 purchase gas adjustment case and therefore a
prudence  review  of the ONG gas  purchase  contract  with  Dynamic  Energy  was
deferred.

The  Joint  Stipulation  approved  by this  order  contains  certain  ratemaking
provisions,   and  therefore  this  commission  is  exercising  its  legislative
authority  in  resolving  this  cause.  Because  the  acquisition  premium  with
adjustments may exceed $100 million for Kansas and Oklahoma  ratepayers,  I feel
our current three commissioners  should address this matter soon while the facts
and  circumstances  of this case are fresh in our minds. As mentioned during the
commissioners'  deliberations  of this case, the  circumstances of the 1990 Lone
Star Gas Company  acquisition  premium paid by ONG are separate  from this case,
and that matter is not  precedential  here. Also, this order does not impose any
obligation on this  commission to treat any excessive gas  procurement  costs or
any  portion  of an  acquisition  premium  as  stranded  investments  in  future
proceedings.  Furthermore, the definition and quantification of "merger savings"
are left to the subsequent determination of this commission.



                                             -------------------------------
                                                Bob Anthony, Commissioner

October 1, 1997
                            UNITED STATES OF AMERICA
                                   BEFORE THE
                      FEDERAL ENERGY REGULATORY COMMISSION



WESTERN RESOURCES, INC.                 :
and ONEOK Inc. and                      :      Docket No. __________
WAI, Inc.                               :


                  JOINT ABBREVIATED APPLICATION FOR PERMISSION
          AND APPROVAL TO ABANDON TRANSPORTATION AND EXCHANGE SERVICES
                  AND ABBREVIATED APPLICATION FOR A CERTIFICATE
                       OF PUBLIC CONVENIENCE AND NECESSITY
             TO ACQUIRE SUCH CERTIFICATES AND PROVIDE SUCH SERVICES

     Western Resources,  Inc. ("WR"), ONEOK Inc. ("ONEOK") and WAI, Inc. ("WAI")
(hereinafter referred to as "Joint Appli cants"), hereby make application to the
Commission,  pursuant to the provisions of Sections 7(b) and 7(c) of the Natural
Gas Act,  as  amended,  for  permission  and  approval  for (1) WR to abandon by
transfer to WAI:  (a) WR's  limited  jurisdiction  certificate  authorizing  the
transportation  of gas on a no-fee  exchange basis between WR and Southern Union
Company,  d/b/a Missouri Gas Energy (MGE),  66 FERC P. 61,032  (1994);  (b) WR's
blanket  (Order  No.  63)  certificate  authorization  as issued  in Docket  No.
CP82-268-000,   20  FERC  P.  62,456  (1982);  (c)  WR's  Section  7(f)  service
determination as issued to WR's predecessor,  Kansas Power and Light Company, 47
FERC P. 61,331 (1989), as modified  pursuant to authorization  granted in Docket
No.  CP93-750-000,  66 FERC P. 61,032  (1994);  (2) ONEOK and WAI to acquire the
subject authorizations and certificates and perform the transportation, exchange
and other services  formerly  performed by WR, all as hereinafter more fully set
forth.

     In support hereof, Joint Applicants aver that:

                                       I.

     This  application is made in  abbreviated  form as permitted by ss.157.7 of
the Commission's Regulations under the Natural Gas Act, inasmuch as the proposed
abandonment  and  certificate  authorization  do not  require  all the  data and
information  specified by Part 157 of the  Commission's  Regulations to disclose
fully the nature  and  extent of the  proposed  undertaking.  This  application,
however, contains the information and data necessary to explain fully a proposed
agreement  between WR, ONEOK and WAI, Inc. and its effect upon Joint Applicants'
present and future operations and upon the public interest. Data and information
which are omitted hereinafter are specified with a statement of the facts relied
upon to justify separately each such omission.

                                       II.

     All communications concerning this Application should be addressed to:

C. Burnett Dunn, Esq.                     Martin J. Bregman, Esq.
Gable Gotwals Mock Schwabe                General Attorney, Regulation
  Kihle Gaberino                          J. Michael Peters, Esq.
100 West 5th Street                       Associate General Counsel, Regulation
Suite 1000                                Western Resources, Inc.
Tulsa, Oklahoma 74103-4219                P. O. Box 818
(918) 588-7807                            Kansas Avenue
                                          Topeka, Kansas 66612
                                          (913) 575-1986

William I. Harkaway, Esq.                 G. Gail Watkins, Esq.
McCarthy Sweeney & Harkaway               Haynes and Boone, L.L.P.
1750 Pennsylvania Avenue, N.W.            600 Congress Ave.
Washington, D.C. 20026                    Suite 1600
(202) 393-5710                            Austin, TX 78701-3236
                                          (512) 867-8470

Attorneys for ONEOK Inc. and WAI, Inc.    Attorneys for Western Resources, Inc.

                                      III.

     The  exact  legal  names  of  the  Joint  Applicants  herein  are:  Western
Resources, Inc., ONEOK Inc., and WAI, Inc.

     Western Resources,  Inc. is a corporation duly organized and existing under
the laws of the State of Kansas,  with authority to transact  business in Kansas
and Oklahoma.  WR's principal  place of business is 818 Kansas  Avenue,  Topeka,
Kansas 66612.

     As a local distribution  company and Hinshaw pipeline [as recognized by the
FERC in Kansas Power and Light Company,  20 FERC P. 62,456 (1982)],  WR provides
natural gas service to  approximately  650,000  retail  customers  in Kansas and
Oklahoma./1/ WR was also issued a blanket  certificate under Section 7(c) of the
Natural  Gas Act,  allowing  WR as a Hinshaw  pipeline  to engage in Section 284
transactions.  See 20 FERC P. 62,456 (1982).  Mid Continent Market Center,  Inc.
(MCMC),  a regulated  wholly-owned  subsidiary of WR, is a Hinshaw  pipeline [as
recognized  by the FERC in Docket No.  CP95-684-000,  72 FERC P. 62,274  (1995)]
operating in Kansas and providing interstate service under a blanket certificate
issued by the FERC in Docket No. CP95-684-000,  72 FERC P. 62,274, allowing MCMC
to conduct Section 284 transactions. WR's subsidiary Westar Gas Marketing, Inc.,
is a  full-service  gas marketer  serving  industrial,  commercial and municipal
customers in the central United States.

- ----------
/1/  WR supplies natural gas to approximately 130,000 customers through its Main
     System, an integrated gathering,  storage,  transmission,  and distribution
     system  located in central  Kansas.  In  addition  to the Main  System,  WR
     distributes  gas  transported   over  several   interstate  and  intrastate
     pipelines to approximately 518,000 customers in Kansas and Oklahoma.
- ----------

     WR has transportation  agreements for delivery of natural gas with Williams
Natural Gas Company,  Kansas Pipeline  Partnership,  Panhandle Eastern Pipe Line
Company,  Northern Natural Gas Company, K N Interstate Gas Transmission  Company
and other interstate and intrastate pipelines.

     ONEOK Inc. is a corporation  duly  organized and existing under the laws of
the State of Delaware,  duly  domesticated  and authorized to do business in the
State of Oklahoma.  Its  principal  place of business is located at 100 West 5th
Street, P.O. Box 871, Tulsa, Oklahoma 74103.

     ONEOK is a  corporation  operating  principally  in the natural gas utility
business  through its regulated  division,  Oklahoma Natural Gas Company ("ONG")
and its  regulated  subsidiaries.  ONG  provides  natural  gas  service to about
730,000   residential,   commercial  and   industrial   customers  in  Oklahoma.
Transmission and gathering  operations  include 3,840 miles of pipeline and five
underground storage facilities. ONG and its state regulated subsidiaries are not
regulated by the Commission  under the Natural Gas Act, except as to Section 311
transportation  and sales and as to certain services  provided to Coastal States
Gas Transmission Company as originally  authorized in Lone Star Gas Co., et al.,
39 FERC P. 61,380 (1987) and transferred to ONEOK Services,  Inc. in ONEOK Inc.,
et al., 55 FERC P. 61,453 (1991).  ONG Transmission  Company,  ONG Sayre Storage
Company and ONG Gas Gathering Company,  are regulated subsidiary companies which
are engaged in the gathering, storage, and transportation of gas. OKTEX Pipeline
Company is a wholly  owned  subsidiary  of ONEOK  Inc.  and is  regulated  as an
interstate pipeline. See ONEOK Inc., et al., 55 FERC P. 61,453 (1991).

     WAI,  Inc.  will be  formed  as an  Oklahoma  corporation  which  will be a
wholly-owned  subsidiary of WR prior to the transaction and will be qualified to
do business in the State of Kansas.

                                       IV.

     Pursuant to an Agreement,  dated December 12, 1996, by and between  Western
Resources and ONEOK Inc.  ("Agreement"),  WR will  contribute  its regulated gas
businesses in Kansas and Oklahoma,  including its stock in Mid Continent  Market
Center, Inc., and its stock in Westar Gas Marketing,  Inc. (the "Gas Business"),
to WAI in exchange for Common and Preferred  Stock of WAI, and the assumption by
WAI of certain unsecured debts of WR. ONEOK will then merge into WAI, which will
result in the conversion of all of the  outstanding  common shares of ONEOK into
common shares of WAI on a one-for-one  basis such that ONEOK  shareholders  will
own not less than 55% of the WAI outstanding equity.  Immediately  following the
transaction,  WR will  own up to 9.9% of the  outstanding  Common  Stock of WAI.
Together with the Preferred  Stock, WR will own up to 45% of the WAI outstanding
equity.  WAI will assume all the debts of ONEOK as part of the transaction.  WAI
will change its name to ONEOK,  Inc.  after the closing of the  transaction.  No
change in  operations  will occur with respect to the Gas Business at this time.
If changes occur in the future, appropriate filings at the FERC will be made.

     After the closing of the transaction, WAI will be comprised of the existing
gas operations of WR in Kansas and Oklahoma and all of ONEOK Inc.'s  operations.
WAI will be renamed ONEOK,  Inc.  Therefore,  a certificate of  authorization is
requested by WAI, to be issued in the name of ONEOK,  Inc.,  the renamed  entity
after the closing of the transaction.

                                       V.

     As  explained  below,  WR  proposes to abandon by transfer to WAI and ONEOK
its: (1) limited jurisdiction  certificate authorizing the transportation of gas
on a no-fee  exchange  basis by WR to  Southern  Union as issued by order  dated
January 12, 1994, in FERC Docket No. CP93-750-000, 66 FERC P. 61,032 (1994); (2)
its blanket  (Order No. 63)  certificate  authorization  as issued in Docket No.
CP82-268-000,  20 FERC P.  62,456  (1982);  and (3)  its  Section  7(f)  service
determination  issued to WR in Docket No.  CP93-750-000,  as  modified  by order
dated January 12, 1994, Docket No.  CP93-750-000,  66 FERC P. 61,032 (1994); and
WAI and ONEOK seek  permission and approval for WAI, after its merger with ONEOK
and the change of its name to ONEOK,  Inc.,  to acquire  and operate the subject
certificates  and  perform  the  transportation,  exchange  and  other  services
formerly performed by WR.

                                       VI.

     WR and MGE currently perform  transportation and exchange services pursuant
to  Section  7(c) of the  Natural  Gas Act for each  other.  WAI and  ONEOK  are
acquiring  from WR the  facilities  through  which WR now performs this service.
Authorization  was  issued  to WR and  MGE to  perform  the  transportation  and
exchange services for each other in Docket No.  CP93-750-000,  66 FERC P. 61,032
(1994).  Authorization  was issued to WR to engage in this no-fee exchange basis
with  Southern  Union  and  Southern  Union was  issued a  limited  jurisdiction
certificate  authorizing the transportation of gas on the same basis with WR. WR
seeks  permission to abandon by transfer and WAI and ONEOK seek  permission  and
authority  allowing  WAI and ONEOK to perform this  transportation  and exchange
service for and with Southern Union.

                                      VII.

     WR's predecessor, Kansas Power and Light Company, received its Order No. 63
blanket  certificate of public convenience and necessity to transport,  sell and
assign  natural gas  pursuant  to Part 284 of the  Commission's  regulations  on
September 8, 1982. Kansas Power and Light Company, Docket No. CP82-268-0000,  20
FERC P. 62,456 (1982).  ONG, and the other ONEOK state regulated  subsid iaries,
are not  regulated  by the  Commission  under the Natural Gas Act,  except as to
Section  311  transportation  and sales and as to certain  services  provided to
Coastal States Gas  Transmission  Company as originally  authorized in Lone Star
Gas Co., et al., 39 FERC P. 61,380  (1987) and  transferred  to ONEOK  Services,
Inc. in ONEOK Inc., et al., 55 FERC P. 61,453  (1991).  As a local distribu tion
company,  it will be  necessary  for WAI to receive the transfer of the Order 63
certificate.

                                      VIII.

     In 1989,  the Commission  issued a section 7(f) service area  determination
for two separate geographical areas. See Kansas Power and Light Company, 47 FERC
P. 61,331 (1989).  When WR sold its Missouri properties to MGE, WR requested the
Commission  to  partially  vacate  the order  issued  to Kansas  Power and Light
Company in CP89-485, 47 FERC P. 61,331 (1989). Such request was granted. Western
Resources,  Inc., et al., 66 FERC P. 61,032 (1994).  Service Area 1, which spans
the border of Kansas  and  Missouri  and  encompasses  the Kansas  City area and
environs,  in both Kansas and  Missouri,  was  abandoned.  Service Area 2, which
spans the intersection of the borders of Kansas, Missouri and Oklahoma, consists
of Cherokee  County in Kansas,  Ottawa and Delaware  counties in  Oklahoma,  and
Jasper,  Newton  and  McDonald  Counties  in  Missouri.  An order was  issued in
CP93-750-000,  FERC P. 61,032  (1994),  partially  vacating the service area. WR
sold its western Missouri  properties and the Palmyra  properties in 1994. WR no
longer owns any  facilities  in Missouri.  WR now  operates in Cherokee  County,
Kansas and Ottawa  County,  Oklahoma.  (Service  Area 2). WR seeks  authority to
abandon by transfer and WAI and ONEOK seek authority to acquire this certificate
authorizing the service area designation.

                                       IX.

     The issuance of the  authorization  requested  herein will be in the public
interest.  WR's  transfer  of the  subject  facilities  by  transaction  and the
acquisition  of the facilities by WAI and ONEOK will not change the way they are
operated.

                                       X.

     For the reasons  hereinabove set out, the issuance of authorization for the
transfer of the facilities by transaction  by WR and  certificate  authorization
for the  acquisition  and  operation of the  facilities  by ONEOK,  as requested
herein, is required by the present and future public convenience and necessity.

                                       XI.

     No application  to supplement or effectuate  WR's proposal must be or is to
be filed  by WR or any  other  person  with any  other  federal,  state or other
regulatory  body,   except  for  the  Application  filed  with  the  Corporation
Commissions  of the  State  of  Oklahoma  in  Cause  PUD No.  970000106  and the
Corporation Commission of the State of Kansas in Cause No. 97-WSRG-486-MER.

                                      XII.

     Copies of this Joint Application have been mailed to the Kansas Corporation
Commission and the Oklahoma Corporation Commission,  the state regulatory bodies
having  authority to regulate  other  operations  and facilities of WR and ONEOK
which are not the subject of this Joint Application.

                                      XIII.

     The  following is a table of contents,  listing all exhibits and  documents
filed herewith in compliance with the Commission's Regulations, with appropriate
designations  of those  exhibits  and  documents  omitted  therefrom or included
herein by reference:

Exhibit A      Articles of Incorporation and By- laws

               Certified copy of Third Restated Certificate of Incorporation and
               By-Laws of ONEOK  Inc.,  and the  Articles of  Incorporation  and
               ByLaws of WR. WAI, Inc. will be formed as an Oklahoma corporation
               which  will  be a  wholly-owned  subsidiary  of WR  prior  to the
               transaction  and will be qualified to do business in the state of
               Kansas.

Exhibit B      State Authorizations

               Statements  showing  the date on which  ONEOK Inc.  and WR,  were
               authorized to do business, the scope of the business ONEOK and WR
               are authorized to carry on and all limitations, if any, including
               expiration dates and renewal obligations, are submitted herewith.
               WAI, Inc. will be formed as an Oklahoma corporation which will be
               a wholly-owned subsidiary of WR prior to the transaction and will
               be qualified to do business in the state of Kansas.

Exhibit C      Company Officials

               A list of the names and  business  addresses  of the officers and
               Directors of ONEOK Inc. and WR is submitted  herewith.  After the
               transaction,  the officers and directors of WAI, Inc. will be the
               same as the ONEOK officers and directors.  WR will have the right
               to designate two members of the ONEOK Board of Directors.

Exhibit D      Subsidiaries and Affiliation

               A listing of the subsidiaries and affiliates of ONEOK Inc. and WR
               is submitted  herewith.  WAI,  Inc. will be formed as an Oklahoma
               corpora tion which will be a wholly-owned  subsidiary of WR prior
               to the  transaction  and will be  qualified to do business in the
               state of Kansas.

Exhibit E      Other Pending Applications and Filings

               This  exhibit is omitted  for the reason  that at the time of the
               fil ing of this  Joint  Application  there  are no other  pending
               applications  or  filings  before  the  FERC  which  directly  or
               significantly  affect the Joint Application.  The following Joint
               Applications have been filed by ONEOK, WR and WAI, Inc:

               Joint Application of ONEOK Inc. and Western Resources,  Inc., and
               WAI, Inc., for Approval of an Agreement  Providing for the Merger
               of ONEOK Inc. with Wai, Inc., PUD 970000106, Oklahoma Corporation
               Commission

               In the Matter of the Joint  Applica  tion of  Western  Resources,
               Inc., ONEOK Inc., and WAI, Inc. for Ap proval of the Contribution
               from Western Resources,  Inc., to WAI, Inc. of all of the Natural
               Gas  Transportation  and  Distribution  Assets,  Subsidiaries and
               Certifi cates of Western Resources,  Inc.; for the Merger of WAI,
               Inc., with ONEOK Inc.; for the acquisition by Western  Resources,
               Inc., of Shares of Capital Stock of WAI,  Inc.; for Authority for
               WAI, Inc. to Issue Stock and Instruments of Debt; and for Related
               Relief,  97-WSRC-486-  MER, State  Corporation  Commission of the
               State of Kansas.

Exhibit F      Location of Facilities

               As no construction is contemplated, the facilities will remain as
               previously described to the FERC in prior filings.

Exhibit G      Flow Diagrams

               This exhibit is omitted for the reason that no new facilities are
               proposed to be  constructed  and no change in the manner in which
               the gas flows is proposed herein.

Exhibit H      Total Gas Supply Data

               No  construction  is proposed and therefore this exhibit has been
               omitted.

Exhibit I      Market Data

               Upon  the  issuance  of  FERC  approval  of the  transfer  of the
               certificates  by WR and the  acquisition of the  certificates  by
               WAI,  WAI (to be renamed  ONEOK,  Inc.,  upon  completion  of the
               transaction)  will  serve  the  markets  formerly  served  by  WR
               pursuant to the subject certificates.

Exhibit J      Conversion to Natural Gas

               This  exhibit is omitted for the reason that the  requirement  is
               not applicable.

Exhibit K,     These exhibits are omitted  for the reason that no new facilities
L, M and N     are proposed to be constructed.

Exhibit O      Depreciation and Depletion

               Not applicable.

Exhibit P      Tariff

               Not applicable.

Exhibit Q      Effect of Acquisition on Existing Contracts and Tariffs

               None.

Exhibit R      Acquisition Contracts

               Due to the  length  of the  Agreement  it has not been  attached,
               however  a  copy  is  being  made  available  to  the  staff.  If
               additional copies are required they will be provided.

Exhibit S      Accounting

               Not applicable.

Exhibit T      Related Applications

               Joint Application of ONEOK Inc. and Western Resources,  Inc., and
               WAI, Inc., for Approval of an Agreement  Providing for the Merger
               of ONEOK Inc. With Wai, Inc., PUD 970000106, Oklahoma Corporation
               Commission

               In the Matter of the Joint  Applica  tion of  Western  Resources,
               Inc., ONEOK Inc., and WAI. Inc. for Ap proval of the Contribution
               from Western Resources,  Inc., to WAI, Inc. of all of the Natural
               Gas  Transportation  and  Distribution  Assets,  Subsidiaries and
               Certifi cates of Western Resources,  Inc.; for the Merger of WAI,
               Inc., with ONEOK Inc.; for the acquisition by Western  Resources,
               Inc., of Shares of Capital Stock of WAI,  Inc.; for Authority for
               WAI, Inc. to Issue Stock and Instruments of Debt; and for Related
               Relief,  97-WSRC-486-  MER, State  Corporation  Commission of the
               State of Kansas.

Exhibit U      Contracts and Other Agreements

               Not applicable.

Exhibit V      Flow  Diagram   Showing  Daily  Design  Capacity  and  Reflecting
               Operation of WR's System Before and After Abandonment

               Not applicable.

Exhibit W      Impact on Customers Whose Service Will Be Terminated

               None.

Exhibit X      Effect of Abandonment on Existing Tariffs

               None.

Exhibit Y      Accounting Treatment of Abandonment

               Not applicable.

Exhibit Z      Location of Facilities

               Not applicable.

     WHEREFORE,  PREMISES CONSIDERED,  as it is in the present and future public
convenience and necessity to permit WR to abandon the above-described facilities
by transfer,  subject to the terms and  conditions of the Agreement  with ONEOK,
and to permit WR to abandon its (1) limited jurisdiction certificate authorizing
the transpor  tation of gas on a no-fee  exchange basis by WR to Southern Union;
(2) blanket  (Order No. 63)  certificate  authorization;  (3) its  Section  7(f)
service determination;  and (4) to issue to WAI, after its merger with ONEOK and
the change of its name to ONEOK,  Inc., a Certificate of Public  Convenience and
Necessity  authorizing  the transfer of the  certificates  of authority  and the
performance of the transportation and exchange services formerly performed by WR
thereon,  as  hereinabove  more  particularly  set out,  all in accor dance with
Sections 7(b) and 7(c) of the Natural Gas Act, as amended. Joint Applicants pray
that  the   Commission   grant  the  requested   abandonment   and   certificate
authorization and allow ONEOK, Inc. to operate under the certificates  following
the closing of the transaction.

     Joint  Applicants  further pray that the Commission  dispose of this manner
under the shortened procedure contemplated by Rule 802 (18 C.F.R. ss.385.802) of
the Commission's  Rules of Practice and Procedure,  and in this connection Joint
Applicants request that the intermediate  decision procedure be omitted. If this
Application is handled as herein requested,  Joint Applicants waive oral hearing
and opportunity for filing exceptions to the decision of the Commission.

                                         RESPECTFULLY SUBMITTED,

                                         WESTERN RESOURCES, INC.


                                         By:  -------------------------------
                                              Martin J. Bregman
                                              Attorney-in-Fact
                                              Western Resources, Inc.

                                         ONEOK Inc.
                                         WAI, INC.


                                         By:  -------------------------------
                                              Eugene N. Dubay, Vice President
                                              Corporate Development
                                              ONEOK Inc.


                                 ACKNOWLEDGMENT

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

     Martin J. Bregman, being first duly sworn according to law, says that he is
the Attorney-in-Fact for Western Resources, Inc., that he has read the foregoing
Joint   Abbreviated   Application   for   Permission  and  Approval  to  Abandon
Transportation   and  Exchange  Services  and  Abbreviated   Application  for  a
Certificate of Public Convenience and Necessity to Acquire Such Certificates and
Provide  Such  Services;  that he has  executed  same for and on  behalf of said
Company  with full  power and  authority  to do so; and that the facts set forth
therein  are true and  correct to the best of his knowl  edge,  information  and
belief; that the paper copies of this Joint Abbreviated  Application contain the
same information as contained on the electronic media submitted  herewith,  that
he knows the contents of the paper  copies and  electronic  media,  and that the
contents  as stated in the  copies and on the  electronic  media are true to the
best of his knowledge and belief.


                                                 ----------------------------
                                                 Martin J. Bregman

     SUBSCRIBED  AND SWORN TO BEFORE ME, a Notary Public in and for the State of
Kansas, this 24th day of April, 1997.


                                                 ----------------------------
                                                 Notary Public in and for the
                                                 State of Kansas

My Commission Expires:

- ----------------------


                                 ACKNOWLEDGMENT

STATE OF OKLAHOMA   )
                    ) ss.
COUNTY OF TULSA     )

     Eugene N. Dubay,  being first duly sworn  according to law, says that he is
Vice  President,  Corporate  Development  of  ONEOK  Inc.;  that he has read the
foregoing Joint  Abbreviated  Application for Permission and Approval to Abandon
Transportation   and  Exchange  Services  and  Abbreviated   Application  for  a
Certificate of Public Convenience and Necessity to Acquire Such Certificates and
Provide  Such  Services;  that he has  executed  same for and on  behalf of said
Company  with full  power and  authority  to do so; and that the facts set forth
therein  are true and  correct to the best of his knowl  edge,  information  and
belief; that the paper copies of this Joint Abbreviated  Application contain the
same information as contained on the electronic media submitted  herewith,  that
he knows the contents of the paper  copies and  electronic  media,  and that the
contents  as stated in the  copies and on the  electronic  media are true to the
best of his knowledge and belief.


                                                 ----------------------------
                                                 Eugene N. Dubay

     SUBSCRIBED  AND SWORN TO BEFORE ME, a Notary Public in and for the State of
Oklahoma this 30th day of April, 1997.


                                                 ----------------------------
                                                 Notary Public

My Commission Expires:

- ----------------------
                            UNITED STATES OF AMERICA
                      FEDERAL ENERGY REGULATORY COMMISSION


Before Commissioners:    James J. Hoecker, Chairman;
                         Vicky A. Bailey, and William L. Massey.


Western Resources, Inc.,          )       Docket No. CP97-487-000
ONEOK, Inc. and WAI, Inc.         )


               ORDER GRANTING ABANDONMENT AND ISSUING CERTIFICATES

                            (Issued October 30, 1997)

     On May 1, 1997, Western Resources, Inc. (Western),  ONEOK, Inc. (ONEOK) and
WAI, Inc. (WAI) (collectively, the Applicants), filed in Docket No. CP97-487-000
a joint application  requesting permission and approval pursuant to section 7(b)
of the  Natural  Gas Act (NGA) for  Western to abandon by  transfer  to WAI:  1)
Western's limited jurisdiction certificate authorizing the transportation of gas
between Western and Southern Union Company, d/b/a/ Missouri Gas Energy (Southern
Union/MGE),   on  a  no-fee  exchange  basis;  2)  Western's  Part  284  blanket
certificate  authorization;/1/  and  3)  Western's  section  7(f)  service  area
determination./2/ Additionally, ONEOK and WAI request certificate authorization,
pursuant to sections 7(c) and (f) of the NGA, to acquire Western's  certificates
and  service  area  determination  and for WAI (under the name  ONEOK,  Inc.) to
perform the transportation, exchange, and other services previously performed by
Western.   For  the  reasons  discussed  below,  we  will  grant  the  requested
authorizations, subject to conditions.

- ----------
/1/  This blanket  certificate  authorization was issued to the Kansas Power and
     Light Company,  Western's predecessor.  See Kansas Power and Light Company,
     20 FERC P. 62,456 (1982).

/2/  Section 7(f) of the NGA  authorizes  the  Commission  to designate  service
     areas,  within  which  natural gas  companies  may enlarge or extend  their
     facilities for the purpose of supplying increased market demands within the
     designated service area without further authorization.
- ----------

I.   BACKGROUND

     A.   Current Operations

     Western  is a local  distribution  company  (LDC) that  currently  provides
natural gas service  primarily to customers  in Kansas.  Western's  service also
include gas services to customers in Cherokee County, Kansas, and Ottawa County,
Oklahoma,  under  authorization  granting  Western a service area  determination
under section 7(f) of the Natural Gas Act (NGA)./3/ ONEOK operates  primarily as
a natural gas utility  through its Oklahoma  Natural Gas Company (ONG) division,
which serves customers in Oklahoma via its intrastate pipeline system./4/

- ----------
/3/  The Kansas  Power and Light  Company,  47 FERC P.  61,331  (1989);  Western
     Resources, Inc., 66 FERC P. 61,032 (1994).

/4/  ONEOK also operates an interstate  pipeline through an  affiliate/division,
     OkTex Pipeline Company (OkTex),  although those  jurisdictional  facilities
     are not at issue in this proceeding.
- ----------

     WAI will be formed  prior to the  proposed  transfer as a  corporation  and
wholly-owned  subsidiary of Western,  qualified to do business in Kansas.  After
the closing of the  transfer  transaction,  WAI will be  comprised  of Western's
existing gas operations in Kansas and Oklahoma,  and all of ONEOK's  operations.
WAI will then be renamed  ONEOK,  Inc.  The  Applicants  state that no change in
Western's  or  ONEOK's  gas  business  operations  will occur as a result of the
transfer.

     B.   The Proposed Transfer

     Western and ONEOK have entered into an agreement,  dated December 12, 1996,
under which Western will  transfer its  regulated  gas  businesses in Kansas and
Oklahoma,  including  Western's stock in Westar Gas Marketing,  Inc.  (Western's
marketing subsidiary),  and Western's stock in Mid Continent Market Center, Inc.
(MCM),/5/  to WAI in  exchange  for WAI  common  and  preferred  stock,  and the
assumption by WAI of certain of Western's  unsecured debts. The Applicants state
that  ONEOK  will then merge  into WAI,  which  will  result in the  one-for-one
conversion  of all of the  outstanding  ONEOK  common  shares of stock  into WAI
common  shares,  such  that the  ONEOK  shareholders  will own not less  than 55
percent (55%) of the WAI outstanding equity.

- ----------
/5/  MCM, a regulated, wholly-owned subsidiary of Western, is a Hinshaw pipeline
     operating  in  Kansas  and  providing  interstate  service  under a blanket
     certificate issued under Part 284 of the Commission's regulations.  See Mid
     Continent Market Center, Inc., 72 FERC P. 62,274 (1995).
- ----------

     The  Applicants  also  state  that,   immediately  following  the  transfer
transaction,  Western will own up to 9.9 percent (9.9%) of the  outstanding  WAI
common stock and,  together with the WAI preferred stock, up to 45 percent (45%)
of the WAI outstanding  equity.  The Applicants add that as part of the transfer
agreement,  WAI will assume all of the debts of ONEOK,  and that WAI will change
its name to  ONEOK,  Inc.  after  the close of the  transfer.  Accordingly,  the
Applicants  request that the Commission issue the certificate to WAI in the name
of ONEOK, Inc.

     The Applicants  assert that the transfer is in the public interest  because
ONEOK  will  not  change  the way  the  physically  separate,  nonjurisdictional
pipeline  facilities  are  operated.  The  Applicants  state that  Western's gas
properties  and  ONEOK's   properties  are  not   interconnected  and  that  any
interconnection after the transfer to ONEOK would be impractical. The Applicants
also state that  there are no  pipeline  distribution  or  gathering  facilities
within any  reasonable  distance of one another  that would  permit  interaction
between  the  facilities  of  the  two  companies,  and no  plans  to  make  any
interconnection  that would make interaction  between the two sets of facilities
possible. Therefore,  Applicants assert that ONEOK will not operate the business
in interstate commerce as a consolidated unit.

     C.   The Kansas Power and Light Company/Western Authorizations

     On September 10, 1982, the Commission  issued  Western's  predecessor,  the
Kansas Power and Light Company (KP&L),  a certificate of public  convenience and
necessity to engage in the sale,  transportation  or  assignment  of natural gas
that is subject to the  Commission's  jurisdiction to the same extent and in the
same  manner  that  intrastate  pipelines  are  authorized  to  engage  in  such
activities under Part 284 of the Commission's regulations./6/

- ----------
/6/  See note 1, supra.  In that order,  the Commission also declared KP&L to be
     exempt from the Commission's  jurisdiction  pursuant to section 1(c) of the
     NGA (the "Hinshaw" exemption) with respect to its Kansas facilities.
- ----------

     On June 7, 1989, the Commission issued an order (June 7 order)/7/  granting
the KP&L's  request for a service area  determination  under section 7(f) of the
NGA. In that order, the Commission recognized KP&L to be an LDC for the purposes
of section 311 of the Natural Gas Policy Act of 1978 (NGPA),  but held that KP&L
remained a natural gas company for all other regulatory purposes.  At that time,
the Commission's service area determination applied to KP&L's Service Area 1 and
Service  Area 2,  which  covered  various  counties  in  Kansas,  Missouri,  and
Oklahoma, and Kansas City itself.

- ----------
/7/  See The Kansas Power and Light Company, 47 FERC P. 61,331 (1989), rehearing
     denied,  48 FERC P.  61,208  (1989).  In that  proceeding,  the  Commission
     concluded  that  KP&L is an LDC  within  the  designated  service  area for
     purposes of section 311 of the NGPA. See 47 FERC at 62,148.
- ----------

     Subsequently,  on January  12,  1994,  the  Commission  approved  Western's
request,  as KP&L's successor,  to vacate, in part, the June 7 order,/8/ thereby
resulting  in  Western's  complete  abandonment  of KP&L Service Area 1, and the
partial  abandonment of KP&L Service Area 2.  Consequently,  the gas service now
covered by the section 7(f) service area  determination  is limited to Western's
service to customers in Cherokee County,  Kansas,  and Ottawa County,  Oklahoma,
formerly a part of KP&L Service Area 2.

- ----------
/8/  See Western Resources, Inc., et al., 66 FERCP. 61,032 (1994).
- ----------

     In  1993,  Western  sold  its  western  Missouri   properties  to  Southern
Union/MGE, and in 1994, Western sold its eastern Missouri properties, located in
Palmyra,  Missouri,  to United Cities Gas  Company./9/  Once these  transactions
closed, Western no longer owned any properties in Missouri. The Applicants state
that the no-fee  exchange  agreement  between  Western  and  Southern  Union/MGE
continues under Western's limited jurisdiction certificate,  however, because of
a small number of retail  customers  in western  Missouri (in Jasper and Jackson
Counties)  that are being served by Kansas gas  supplies,  and a small number of
retail customers in Wyandotte County,  Kansas, that are being served by Missouri
gas supplies./10/

- ----------
/9/  Western's  eastern  Missouri  facilities are physically  separated from the
     western properties sold to Southern Union/MGE. Id. at 61,030.

/10/ The  Commission  has  determined  that it would be impractical to build the
     $5.5  million in  facilities  that would be needed to  completely  separate
     Western's  remaining  Kansas  and  Oklahoma  facilities  from the  Missouri
     facilities that Western sold to Southern Union/MGE.  See 66 FERC at 61,031-
     032.
- ----------

     D.   The ONEOK Authorizations

     In an order issued on June 20, 1991,  the  Commission,  among other things,
authorized  ONEOK to acquire  Lone Star Gas  Company's  (Lone  Star)  interstate
transmission system and services for immediate spin-down to ONEOK Services, Inc.
(ONEOK  Services)./11/  This  enabled  ONEOK and its  divisions/affiliates,  and
subsidiaries  (except for the  jurisdictional  OkTex) to retain their intrastate
status and remain outside the Commission's jurisdiction.

- ----------
/11/ ONEOK, Inc., 55 FERCP. 61,453 (1991).
- ----------

     ONEOK  Services was  authorized to take over all of Lone Star's  interstate
transmission  services and all of Lone Star's  interstate  pipeline  facilities,
except for nine (9) river crossings that separated Lone Star's Texas  facilities
from its Oklahoma facilities.  The Commission permitted ONEOK to abandon two (2)
of the nine (9) river  crossings,  because  floods in 1990 washed them out.  The
Commission  authorized ONEOK to  abandon/transfer  the surviving seven (7) river
crossings,  and Lone  Star's  Quanah  Compressor  Station,  located in  Hardeman
County, Texas, to OkTex. Thus, after the 1991 spindown, ONEOK Services became an
intrastate  pipeline,   under  the  jurisdiction  of  the  Oklahoma  Corporation
Commission, and OkTex became an interstate pipeline, subject to the Commission's
jurisdiction.

II.  Notice and Interventions and Protest

     Notice of the Applicants' application was published in the Federal Register
on May 16,  1997  (62 Fed.  Reg.  27020).  Timely  interventions  were  filed by
Williams  Natural Gas Company,  Enron Capital and Trade  Resources  Corporation,
Riverside  Pipeline Company,  L.P. and Kansas Pipeline  Partnership,  the Kansas
Corporation  Commission,  Amoco  Production  Company  and Amoco  Energy  Trading
Corporation,  and the Kansas City Board of Public Utilities (the Board)./12/ The
Board protested the application, but subsequently, on October 10, 1997, withdrew
its  objections  to the  application,  conditioned  upon  ONEOK's and  Western's
closing of the transfer transaction./13/

- ----------
/12/ Timely, unopposed motions to intervene are granted by operation of Rule 214
     of the  Commission's  Rules of Practice and  Procedure.  See 18 C.F.R.  ss.
     385.214.

/13/ The Board stated, however, that it reserves the right to raise any issue in
     the future if the transfer does not close as currently anticipated.
- ----------

III. Discussion

     We have examined the Applicants'  proposal,  as discussed  below,  and find
that the requested abandonment  authorization is permitted by, and the requested
certificate   authorizations   are  required  by,  the  public  convenience  and
necessity.  We conclude that after the proposed transfer,  ONEOK will not change
the way the two separate pipeline systems are operated and that ONEOK will serve
the markets presently served by Western. Thus, the Applicants, who are currently
nonjurisdictional,  will retain their  nonjurisdictional  status  following  the
proposed  transfer.  The only  effect  will be that  ONEOK  will  succeed to the
certificates and service area determination currently held by Western.

     After  reviewing  maps  and data  provided  by the  Applicants,/14/  we are
satisfied that Western's system and ONEOK's system do not interconnect  anywhere
along  the  Kansas-Oklahoma   border.  The  maps  further  show  that  the  only
transmission lines that cross the  Kansas-Oklahoma  border are those that belong
to existing  interstate  pipelines not affiliated with the Applicants.  In other
words,  ONEOK's  Oklahoma system is not directly  interconnected  with Western's
Kansas system. The two systems are only indirectly interconnected, through their
respective  interconnections with the existing third-party  interstate pipelines
that cross the Kansas-Oklahoma border.

- ----------
/14/ On August 21, 1997, the Applicants  filed detailed maps showing the Western
     and ONEOK systems.
- ----------

     In addition, the record shows that, except for the Ottawa County,  Oklahoma
pipeline  facilities  covered by the  Commission's  section  7(f)  service  area
determination,  all of  Western's  pipeline  facilities  lie within the State of
Kansas,  including  its MCM  pipeline  facilities.  The  record  also shows that
Western's  Cherokee County,  Kansas and Ottawa County,  Oklahoma  facilities are
small  discontinuous  lines that  distribute gas to customers in those counties,
where the  movement of gas across state lines is within  Western's  section 7(f)
service area and is incidental to the distribution and ultimate delivery of that
gas to a small group of Western's customers. In other words, these facilities do
not tie-in directly to the rest of Western's  Kansas pipeline  system,  and they
are not suited to conversion for use as a major Kansas-Oklahoma border crossing.
Therefore,  we will approve ONEOK's succession to Western's section 7(f) service
area  determination,  conditioned  upon the  function  of these  facilities  not
changing.

     Finally,  the Applicants  state that after the transfer takes place,  there
will be no change in the way the transmission  facilities will be operated,  and
that there are no plans to make any interconnection  that would make interaction
between the separate systems possible. On this basis, the Applicants assert that
ONEOK will not operate the consolidated businesses in interstate commerce. Based
on that  representation,  we  will  approve  ONEOK's  acquisition  of  Western's
certificates, and allow ONEOK to operate the acquired facilities and perform the
services previously provided by Western. However, our approval is subject to the
condition that no facilities be constructed  allowing for the interconnection of
the two  transmission  systems.  In addition,  we will waive the requirements of
Part 154 of the Commission's  regulations for ONEOK so long as no fee is charged
in connection with the ongoing exchanges with Southern Union/MGE.

     We also conclude that  approval of the subject  proposals  will not have an
adverse impact on the quality of the human environment.

     At a hearing held on October 30,  1997,  the  Commission  on its own motion
received  and  made a part  of the  record  in  this  proceeding  all  evidence,
including the application,  as amended and  supplemented,  and exhibits thereto,
submitted in support of the authorizations sought herein, and upon consideration
of the record,

The Commission orders:

     (A) Permission for and approval of Western's abandonment by transfer of the
certificate  authorizations  and  transfer of its NGA section  7(f) service area
determination, as described herein and in the application, are granted.

     (B) Western shall notify the Commission within 10 days of the abandonment.

     (C) The abandonment  authority  granted in Ordering  Paragraph (A) above is
conditioned on Western's  compliance with the Natural Gas Act and all applicable
provisions of the Commission's regulations, in particular, with Part 154.

     (D) A limited jurisdiction  certificate of public convenience and necessity
is issued to ONEOK,  authorizing  the  transportation  of gas between  ONEOK and
Southern  Union/MGE  on a no-fee  exchange  basis,  all as more fully  described
herein and in the application.

     (E) The Commission's Part 154 filing  requirements are waived for ONEOK, so
long as no fee is charged for the exchanges.

     (F) The certificate  issued in Ordering  Paragraph (D) above is conditioned
upon  ONEOK's  compliance  with all  applicable  Commission  regulations  and in
particular with  subsections  (a) and (e) of section 157.20 of the  Commission's
regulations.

     (G) A blanket  certificate of public convenience and necessity is issued to
ONEOK  authorizing  ONEOK engage in the sale,  transportation,  or assignment of
natural gas that is subject to the Commission's  jurisdiction  under the Natural
Gas Act to the same extent and in the same manner that intrastate  pipelines are
authorized  to engage in such  activities by Subparts C and D of Part 284 of the
Commission's regulations, as may be amended from time to time.

     (H) The certificate  issued in Ordering  Paragraph (G) above is conditioned
upon  ONEOK's  compliance  with all  applicable  Commission  regulations  and in
particular  subsections  (a)  and  (e) of  section  157.20  of the  Commission's
regulations.  Further, the authorization granted in Ordering Paragraph (G) above
is subject to all of the terms and  conditions  set forth in section  284.224 of
the Commission's regulations.

     (I) ONEOK's  acquisition  and use of  Western's  section  7(f) service area
determination is approved, as discussed in the body of this order.

     (J) The certificate  authorizations  issued in Ordering  Paragraphs (D) and
(G) above  are  subject  to the  condition  that no  facilities  be  constructed
allowing for the  interconnection  of the two transmission  systems,  as is more
particularly discussed in the body of this order.

By the Commission.

(S E A L)


                                                Lois D. Cashell,
                                                   Secretary.
                             John K. Rosenberg, Esq.


                                               November 12, 1997


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Gentlemen:

     As  General  Counsel  of  Western   Resources,   Inc.  ("WRI"),   a  Kansas
corporation, I have acted as counsel to WRI with respect to the application (the
"Application") on Form U-1 to the Securities and Exchange Commission in File No.
70-9097, seeking the Commission's  authorization of the proposed transaction.  I
am furnishing this opinion to you in connection with the Application.

     The  Application  seeks approval for the  acquisition by WRI of 9.9% of the
outstanding voting securities of a newly-formed  company, WAI, Inc., an Oklahoma
Corporation  ("WAI"),  that will become a public utility  company as a result of
the  transactions for which approval is requested in this  Application.  WRI has
formed WAI initially as a wholly-owned subsidiary and will contribute all of the
assets (the "Assets") of the Company's local natural gas  distribution  business
(the  "WRI  LDC  Business")  and all of the  outstanding  capital  stock  of Mid
Continent Market Center,  Inc.  ("MCMC") and Westar Gas Marketing,  Inc. (Westar
Gas  Marketing,  Inc.  together  with  MCMC and the WRI LDC  Business,  the "Gas
Business") to WAI (the "Asset Transaction"). ONEOK, Inc., a Delaware corporation
("ONEOK"),  which,  among  other  things,  operates  as a gas  utility  company,
pursuant to an Agreement among WRI, ONEOK and WAI (the Agreement, as amended and
restated, the "Agreement"), will then merge with and into WAI (the "Merger", and
together with the Asset Transaction, the "Transactions"),  with WRI owning up to
9.9% of the outstanding common stock of WAI and shares of non-voting convertible
preferred stock. In the aggregate,  WRI will own no more than 45% of the capital
stock of WAI and the present  shareholders of ONEOK will own at least 55% of the
capital stock of WAI after the Merger. Upon consummation of the Merger, WAI will
be renamed ONEOK, Inc. ("New ONEOK").  Pursuant to the Agreement,  New ONEOK and
WRI will enter into a Shareholder  Agreement on the closing date that will place
certain  restrictions  on WRI's actions as a shareholder  during the term of the
Shareholder Agreement.

     As counsel  for WRI, I am  familiar  with the nature and  character  of the
proposed  Transactions.  I am a member  of the bar of the State of  Kansas,  the
state in which WRI is incorporated and conducts most of its utility  operations.
I am not a  member  of the bar of the  State  of  Oklahoma,  in  which  WRI also
conducts  some  of  its  utility  operations  that  are a part  of the  proposed
Transactions.  I do not hold myself out as an expert in the laws of the State of
Oklahoma.

     In connection  with this opinion,  I have examined or caused to be examined
the  Application  and the  various  exhibits  thereto,  the  minutes  of various
meetings of the Board of Directors of WRI, the laws of the State of Kansas,  the
certificate  of  incorporation  and bylaws of WRI and such other  documents as I
deem  necessary  for the  purpose of this  opinion.  I assume  that the Board of
Directors of WRI and the officers and other representatives of WRI will take all
future  corporate  action  necessary to authorize and implement the Transactions
contemplated by the Application.  I also assume that the Securities and Exchange
Commission  will issue an order under the Public Utility  Holding Company Act of
1935 as requested in the Application.

     Based on the foregoing, I am of the opinion that:

     A.  Upon consummation of the Transactions described in the Application, all
laws of the  state of  Kansas  applicable  to the  Transactions  will  have been
complied with;

     B.  When acquired as described in the Application, WRI will legally acquire
the common stock and Class A convertible  preferred stock of WAI issued and sold
in  accordance  with  the   Commission's   authorization   of  the  Transactions
contemplated by the Application; and

     C.  The consummation  of the  proposed  transactions  as  described  in the
Application  will not  violate  the legal  rights of any  holders of  securities
issued by WRI or any associate company thereof.

     I hereby  consent to the use of this opinion in connection  with the filing
of the Application.

                                               Very truly yours,


                                               /s/ John K. Rosenberg, Esq.
                    Gable Gotwals Mock Schwabe Kihle Gaberino
                           A Professional Corporation
                                1000 ONEOK Plaza
                              100 West Fifth Street
                              Tulsa, Oklahoma 74103


                                               November 6, 1997


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Gentlemen:

     As counsel to WAI, Inc. ("WAI"), an Oklahoma  corporation,  and ONEOK, Inc.
("ONEOK"),  a  Delaware  corporation,  we have acted as counsel to WAI and ONEOK
with respect to the matters described in the application (the  "Application") on
Form U-1 to the Securities and Exchange  Commission filed by Western  Resources,
Inc. ("WRI") (File No. 70-9097),  seeking the Commission's  authorization of the
proposed  transaction.  We are furnishing this opinion to you in connection with
the Application.

     The  Application  seeks approval for the  acquisition by WRI of 9.9% of the
outstanding voting securities of a new-formed  company,  WAI, that will become a
public  utility  company as a result of the  transactions  for which approval is
requested in this  Application.  WRI has formed WAI initially as a  wholly-owned
subsidiary  and will  contribute  all of the assets (the "Assets") of it's local
natural  gas  distribution  business  (the  "WRI LDC  Business")  and all of the
outstanding  capital stock of Mid Continent  Market  Center,  Inc.  ("MCMC") and
Westar Gas Marketing,  Inc. (Westar Gas Marketing,  Inc.  together with MCMC and
the WRI LDC  Business,  the "Gas  Business")  to WAI (the "Asset  Transaction").
ONEOK, which, among other things, operates as a gas utility company, pursuant to
an Agreement among WRI, ONEOK and WAI (the  Agreement,  as amended and restated,
the "Agreement"),  will then merge with and into WAI (the "Merger", and together
with the Asset Transaction,  the "Transactions"),  with WRI owning up to 9.9% of
the  outstanding  common  stock  of WAI and  shares  of  non-voting  convertible
preferred stock. In the aggregate,  WRI will own no more than 45% of the capital
stock of WAI and the present  shareholders of ONEOK will own at least 55% of the
capital stock of WAI after the Merger. Upon consummation of the Merger, WAI will
be renamed ONEOK, Inc. ("New ONEOK").  Pursuant to the Agreement,  New ONEOK and
WRI will enter into a Shareholder  Agreement on the closing date that will place
certain  restrictions  on WRI's actions as a shareholder  during the term of the
Shareholder Agreement.

     As counsel for WAI and ONEOK, we are familiar with the nature and character
of  the  proposed  Transactions.  We are  members  of the  bar of the  State  of
Oklahoma,  the  state in which WAI is  incorporated,  in which  ONEOK  presently
conducts  its  utility  operations  and in which WRI also  conducts  some of its
utility operations that are a part of the proposed Transactions.

     In connection with this opinion,  we have examined or caused to be examined
the  Application  and the  various  exhibits  thereto,  the  minutes  of various
meetings of the Board of  Directors  of WAI,  the laws of the State of Oklahoma,
the  general  corporate  laws of the  State  of  Delaware,  the  certificate  of
incorporation  and bylaws of WAI and such other  documents as we deem  necessary
for the purpose of this  opinion.  We assume that the Board of  Directors of WAI
and the officers and other representatives of WAI will take all future corporate
action necessary to authorize and implement the Transactions contemplated by the
Application.  We also assume that the  Securities and Exchange  Commission  will
issue an order under the Public Utility Holding Company Act of 1935 as requested
in the Application.

     Based on the foregoing, we are of the opinion that:

     A.  Upon consummation of the Transactions described in the Application, all
laws of the State of  Oklahoma  applicable  to the  Transactions  will have been
complied with;

     B.  WAI is validly organized and duly existing;

     C.  When issued as described in the Application, the common stock and Class
A convertible  preferred stock of WAI issued in accordance with the Commission's
authorization  of the  Transactions  contemplated  by the  Application  will  be
validly issued, fully paid, and non-assessable,  and the holders thereof will be
entitled  to the rights and  privileges  appertaining  thereto  set forth in the
corporate documents defining such rights and privileges; and

     D.  The consummation  of the  Transactions  as described in the Application
will not violate the legal  right of any  holders of  securities  issued by WAI,
ONEOK or any associate company thereof.

     We hereby consent to the use of this opinion in connection  with the filing
of the Application.

                                       Very truly yours,

                                       Gable Gotwals Mock Schwabe Kihle Gaberino

                                       By /s/ C. Burnett Dunn
                                          C. Burnett Dunn