EXHIBIT 99.1

                             [Front of Proxy Card]

                     SOLICITED BY THE BOARD OF DIRECTORS OF
                                   ONEOK INC.
                        SPECIAL MEETING OF SHAREHOLDERS
                               September 25, 1997

  The undersigned hereby appoints Larry W. Brummett and David L. Kyle and each
or either of them, with power of substitution, proxies for the undersigned and
authorizes them to represent and vote, as designated, all of the shares of
common stock, without par value ("Common Stock"), of ONEOK Inc. ("ONEOK") held
of record by the undersigned on August 5, 1997, at the Special Meeting of
Shareholders (the "Special Meeting") to be held at ONEOK Plaza, 100 West Fifth
Street, Tulsa, Oklahoma 74103-0871 on September 25, 1997 in connection with the
approval of the transactions contemplated by the Amended and Restated Agreement
(the "Agreement") dated as of May 19, 1997 among Western Resources, Inc., a
Kansas Corporation ("WRI"), WAI, Inc. ("WAI"), a newly formed Oklahoma
corporation and wholly owned subsidiary of WRI, and ONEOK as such may be further
amended, supplemented or modified from time to time, including, without
limitation, the approval of the merger (the "Merger") of ONEOK with and into
WAI, with WAI (which will change its name to ONEOK, Inc.) as the surviving
corporation and at any adjournment(s) or postponement(s) of such meeting for the
purpose identified on the reverse side of this proxy and with discretionary
authority as to any other matters that may properly come before the Special
Meeting. This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If this proxy is returned without
direction being given, this proxy will be voted FOR proposal 1.

             (IMPORTANT -- TO BE SIGNED AND DATED ON REVERSE SIDE)
                                                                           SEE
                                                                         REVERSE
                                                                           SIDE

 
                            [Reverse of Proxy Card]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.

1. APPROVAL OF THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT, AS SUCH MAY BE
   AMENDED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME INCLUDING, WITHOUT
   LIMITATION, THE APPROVAL OF THE MERGER OF ONEOK WITH AND INTO WAI, WITH WAI
   (WHICH WILL CHANGE ITS NAME TO ONEOK, INC.) AS THE SURVIVING CORPORATION.

                    [ ]FOR      [ ]AGAINST      [ ]ABSTAIN

2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
   BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY
   ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF.

                        [ ] Mark here for comments

                        [ ] Mark here for address change and note
                            at left

                        Please mark, sign, date and return this proxy card
                        promptly using the enclosed envelope. Please sign
                        exactly as your name appears. If acting as attorney,
                        executor, trustee or in other representative capacity,
                        sign name and title. If a corporation, please sign in
                        full corporation name by president or other authorized
                        officer. If a partnership, please sign in partnership
                        name by authorized person. If held jointly, both parties
                        must sign and date.

                        Signature________Date________

                        Signature________Date________