EXHIBIT 8.1


                            [Letterhead of Jones Day]

                                                                January 28, 2003

ONEOK, Inc.
100 West Fifth Street
Tulsa, Oklahoma  74103

Ladies and Gentlemen:

     We have acted as special tax counsel in connection with the offering by
ONEOK, Inc., an Oklahoma corporation (the "Company") of additional shares of its
common stock pursuant to the registration statement on Form S-3 (No.
333-102105), as amended (the "Registration Statement"), and the related
prospectus supplement, dated January 23, 2003 (the "Prospectus Supplement").

     In rendering this opinion, we have reviewed and are relying upon the
Registration Statement, including the exhibits thereto, the Prospectus
Supplement, and such other documents, records and instruments as we have deemed
necessary or appropriate for purposes of this opinion.

     This opinion is based upon current provisions of the Internal Revenue Code
of 1986, as amended, current Treasury regulations issued thereunder, current
published administrative rulings and procedures of the Internal Revenue Service,
and judicial decisions published to date, all of which are subject to change or
differing interpretation, possibly with retroactive effect.

     Based upon and subject to the foregoing and subject to the limitations set
forth in the Prospectus Supplement, it is our opinion that the material federal
income tax consequences to non-U.S. holders of the common stock will be as
described under the caption "Material U.S. Federal Income Tax Considerations for
Non-U.S. Holders" in the Prospectus Supplement. You have not requested, and we
do not express, an opinion concerning any other tax consequences of the issuance
of the common stock.

     We consent to the filing of this opinion as Exhibit 8.1 to the Company's
Form 8-K dated January 28, 2003. In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.

                                              Very truly yours,



                                              /s/ Jones Day