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


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Application of Western        )     CERTIFICATE PURSUANT TO
Resources, Inc. on            )     RULE 24 UNDER THE PUBLIC
Form U-1  (File No. 70-9097)  )     UTILITY HOLDING COMPANY ACT OF 1935
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     Pursuant to the  requirements  of Rule 24 under the Public Utility  Holding
Company Act of 1935,  Western  Resources,  Inc. ("WRI"), a Kansas public utility
holding company exempt from registration  under section 3(a) of the Act pursuant
to  Rule  2,  hereby  certifies,   by  the  undersigned  officer  hereunto  duly
authorized, that the proposed transactions involving the transfer of gas utility
assets by WRI to WAI, Inc. ("WAI"), a newly-formed Oklahoma corporation, and the
subsequent  merger of ONEOK,  Inc., an Oklahoma  public utility company with and
into WAI,  as proposed  in WRI's  application  to the  Securities  and  Exchange
Commission (the  "Commission")  on Form U-1 (File No. 70-9097) and authorized by
order of the  Commission  in Public  Utility  Holding  Company  Act  Release No.
35-26783,  dated  November  24,  1997 (the  "Order"),  has been  carried  out in
accordance with the terms and conditions of and for the purposes  represented by
the application and of the Commission's Order with respect thereto.

Exhibits

         F-2.1   "Past Tense" Opinion of Counsel of John K. Rosenberg,
                 General Counsel of WRI

         F-2.2   "Past Tense" Opinion of Counsel of Gable Gotwals Mock Schwabe
                 Kihle Gaberino


                                    SIGNATURE

     Pursuant to the  requirements  of the Public Utility Holding Company Act of
1935, the undersigned  company has duly caused this  Certificate to be signed on
its behalf by the undersigned thereunto duly authorized.

                                          Western Resources, Inc.


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



Dated:  January 12, 1998


                             John K. Rosenberg, Esq.



                                                 January 12, 1998



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 transactions. On
November 24, 1997, the Commission  issued an order (HCAR No. 26783) granting the
Application.  I am  furnishing  this  opinion  to you  in  connection  with  the
transactions contemplated by the Application.

     As counsel  for WRI, I am  familiar  with the nature and  character  of the
transactions.  I am a member  of the bar of the  State of  Kansas,  the state in
which WRI is incorporated and conducts its utility operations. I am not a member
of the bar of the State of  Oklahoma,  in which WRI also  conducted  some of its
utility operations that were transferred as a part of the 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.

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

     A. All laws of the state of Kansas applicable to the transactions have been
complied with;

     B. WRI legally acquired the common stock and Class A convertible  preferred
stock of WAI, Inc., an Oklahoma Corporation,  issued and sold in accordance with
the  Commission's   authorization  of  the  transactions   contemplated  by  the
Application; and

     C. The consummation of the transactions contemplated by the Application did
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
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



                                                     January 12, 1998


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

Gentlemen:

     As  counsel  to ONEOK,  Inc.,  formerly  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  transactions.  On November 24,
1997, the Commission  issued an order (HCAR No. 26783)  granting the Application
and on November 26, 1997, the transactions  contemplated by the Application were
consummated.  We are  furnishing  this  opinion to you in  connection  with such
transactions.

     As counsel for WAI, the surviving corporation in the merger between WAI and
ONEOK,  we are familiar with the nature and character of such  transactions.  We
are  members  of the bar of the  State of  Oklahoma,  the  state in which WAI is
incorporated,   and  in  which  WAI  presently  conducts  part  of  its  utility
operations.

     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.

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

     A. All laws of the State of Oklahoma  applicable to the  transactions  have
been complied with;

     B. WAI is validly organized and duly existing;

     C. 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   were  validly  issued,   fully  paid,  and
non-assessable,  and  the  holders  thereof  are  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 did
not violate the legal rights 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
Application.

                                     Very truly yours,

                                     Gable Gotwals Mock Schwabe Kihle Gaberino

                                      By  /s/ Donald A. Kihle
                                              Donald A. Kihle