EXHIBIT 23.4
 
May 20, 1997
 
  PaineWebber Incorporated ("PaineWebber") hereby consents to the inclusion in
the Proxy Statement/Prospectus of ONEOK Inc. ("ONEOK") and WAI, Inc. of its
form of opinion and to the references made to PaineWebber in the "Summary",
"The Transactions: Background and Reasons for the Transactions", "The
Transactions: Recommendation of the ONEOK, Board" and "The Transactions:
Opinion of Financial Advisor" sections of such Proxy Statement/Prospectus. In
giving such consent, we do not thereby concede that we come within the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
 
                                          Very truly yours,
 
                                          PAINEWEBBER INCORPORATED
 
                                                   /s/ Thomas C. Mulry
                                          By _________________________________
                                            Thomas C. Mulry Advisory Director