<SUBMISSION>
<ACCESSION-NUMBER>0001021635-01-000011
<TYPE>DEF 14A
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20010524
<FILING-DATE>20010330
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>OGE ENERGY CORP
<CIK>0001021635
<ASSIGNED-SIC>4911
<IRS-NUMBER>731481638
<STATE-OF-INCORPORATION>OK
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>DEF 14A
<ACT>34
<FILE-NUMBER>001-12579
<FILM-NUMBER>1585390
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>321 N HARVEY
<STREET2>P O BOX 321
<CITY>OKLAHOMA CITY
<STATE>OK
<ZIP>73101-0321
<PHONE>4055533000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>321 N HARVEY
<STREET2>P O BOX 321
<CITY>OKLAHOMA CITY
<STATE>OK
<ZIP>73101-0321
</MAIL-ADDRESS>
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<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>0001.htm
<DESCRIPTION>DEFINITIVE PROXY STATEMENT
<TEXT>


<HTML>
<HEAD>
<TITLE>Definitive Proxy Statement</TITLE>
</HEAD>

<BODY>

<PRE>
                                  SCHEDULE 14A
             INFORMATION REQUIRED IN PROXY STATEMENT, OFFICIAL TEXT

                            SCHEDULE 14A INFORMATION

           PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement       [ ]  Confidential, for Use of the
                                           Commission Only (as permitted by
                                           Rule 14a-6(e)(2))
[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                                OGE ENERGY CORP.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required

[ ]  Fee Computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     1)  Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
     2)  Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
     3)  Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
         the filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
     4)  Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
     5)  Total fee paid:
--------------------------------------------------------------------------------

[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously.  Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

     1)  Amount Previously Paid:
--------------------------------------------------------------------------------
     2)  Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
     3)  Filing Party:
--------------------------------------------------------------------------------
     4)  Date Filed:
--------------------------------------------------------------------------------
</PRE>

<P ALIGN=LEFT><FONT SIZE=6><B>OGE ENERGY CORP.</B></FONT></P>

<P ALIGN=LEFT><B>Proxy Statement<BR>
and<BR>
Notice of Annual Meeting</B></P>
<HR SIZE=3 WIDTH=100% NOSHADE>
<P ALIGN=LEFT><B>May 24, 2001</B></P><BR><BR><BR><BR>



<P ALIGN=CENTER><B>OGE ENERGY CORP.<BR>
[LOGO]</B></P><BR><BR><BR><BR><BR><BR>


<P ALIGN=LEFT><FONT SIZE=4><B>CONTENTS</B></FONT></P>
<PRE>
                                              Page
Chairman's Letter                               1   <B>Notice of Annual Meeting</B>
                                                    <B>of Shareowners</B>
Notice of Annual Meeting                        2   <B>and Proxy Statement</B>

Proxy Statement                                 3
                                                    <B>Thursday, May 24, 2001, at 10:00 a.m.</B>
  Proposal No. 1 - Election of Directors        4
                                                    <B>Oklahoma City Marriott Hotel</B>
  Report of Audit Committee                     9   <B>3233 Northwest Expressway</B>
                                                    <B>Oklahoma City, Oklahoma</B>
  Executive Officers' Compensation             10

  Report of Compensation                       10
    Committee on Executive
      Compensation

  Summary Compensation Table                   14

  Pension Plan Table                           16

  Change of Control Arrangements               17

  Company Stock Performance                    18

  Security Ownership                           19

  Section 16(a) Beneficial                     19
    Ownership Reporting Compliance

  Relationship with Independent                20
    Public Accountants

  Shareowner Proposals                         20

  Map                                          20

  Appendix A - Charter of Audit Committee     A-1


                                       i
</PRE><BR><BR><BR>

<P ALIGN=LEFT><FONT SIZE=6><B>OGE Energy Corp.</B></FONT>
<HR WIDTH=275 SIZE=3 ALIGN=LEFT NOSHADE><BR>


<P ALIGN=RIGHT>March 29, 2001</P>

<P ALIGN=LEFT><B>Dear Shareowner:</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You are cordially
invited to attend  the annual  meeting  of OGE  Energy  Corp.  at 10:00 a.m.  on
Thursday,  May 24, 2001,  at the Oklahoma City Marriott  Hotel,  3233  Northwest
Expressway, Oklahoma City, Oklahoma.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The matters to be
voted on at the  meeting  are  described  in the  Notice  of Annual  Meeting  of
Shareowners and Proxy Statement on the following pages.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Even  though  you
may own only a few shares, your proxy is important in making up the total number
of shares  necessary to hold the meeting.  Whether or not you plan to attend the
meeting, please vote your shares as soon as possible. A return envelope for your
proxy card is enclosed  for your  convenience.  Again this year,  in addition to
telephone  voting,  you  also  have  the  option  of  voting  by  the  Internet.
Instructions are included on the proxy card. Your vote will be appreciated.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If   you   arrive
before the meeting,  you will have the opportunity to visit  informally with the
management of your Company.  In addition to the business portion of the meeting,
there will be reports on our current operations and outlook.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Your    continued
interest  in the  Company  is most  encouraging  and,  on behalf of the Board of
Directors and employees, I want to express our gratitude for your confidence and
support.</P>

<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;Very truly yours,</P><BR><BR>


<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;Steven E. Moore<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Chairman of the Board, President<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
and Chief Executive Officer</P><BR><BR><BR>





<P ALIGN=LEFT><FONT SIZE=5><B>Notice of Annual Meeting<BR>
of Shareowners</B></FONT>
<HR WIDTH=275 SIZE=3 ALIGN=LEFT NOSHADE><BR><br>




<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The        Annual
Meeting of  Shareowners  of OGE Energy Corp.  will be held on Thursday,  May 24,
2001,  at 10:00  a.m.  at the  Oklahoma  City  Marriott  Hotel,  3233  Northwest
Expressway, Oklahoma City, Oklahoma, for the following purposes:</P>
<PRE>
      (1)   To elect three directors to serve for a three-year term; and

      (2)   To transact such other business as may properly come before the meeting.

The map on page 20 will assist you in locating the Oklahoma City Marriott Hotel.
</PRE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shareowners   who
owned  stock on March 26,  2001,  are  entitled to notice of and to vote at this
meeting or any adjournment of the meeting.  A list of such  shareowners  will be
available,  as  required  by law,  at our  principal  offices at 321 N.  Harvey,
Oklahoma City, Oklahoma 73102.</P>



<P ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;Irma B. Elliott<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Vice President and Secretary</P>


<P ALIGN=LEFT>Dated: March 29, 2001</P><BR><BR><BR>






<HR SIZE=1 WIDTH=100% NOSHADE>

<P ALIGN=LEFT>IMPORTANT-- YOUR PROXY CARD IS ENCLOSED IN THIS ENVELOPE</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To   assure  your
representation  at the  meeting,  please  vote your shares by the  Internet,  by
telephone or by signing,  dating and  returning  the proxy card  promptly in the
enclosed  envelope.  No postage is required for mailing in the United States. If
your shares are held in the name of a broker,  trust,  bank or other nominee and
you plan to attend the meeting and vote your shares in person,  you should bring
with you a proxy or letter from the broker,  trustee, bank or nominee confirming
your beneficial ownership of the shares.</P>
<HR SIZE=1 WIDTH=100% NOSHADE><BR><BR><BR>

<P ALIGN=LEFT><FONT SIZE=5><B>PROXY STATEMENT</B></FONT></P><BR>


<P ALIGN=RIGHT>March 29, 2001</P><BR>

<P ALIGN=LEFT><FONT SIZE=4><B>Introduction</B></FONT></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The        Annual
Meeting of Shareowners of OGE Energy Corp.  (the  "Company") will be held at the
Oklahoma  City  Marriott  Hotel,  3233  Northwest  Expressway,   Oklahoma  City,
Oklahoma,  on May  24,  2001,  at  10:00  a.m.  For  the  convenience  of  those
shareowners  who may attend the meeting,  a map is printed on page 20 that gives
directions to the Oklahoma City Marriott Hotel.  At the meeting,  it is intended
that the first item in the  accompanying  notice will be presented for action by
the owners of the Company's  Common Stock.  The Board of Directors  does not now
know of any other  matters to be  presented  at the  meeting,  but, if any other
matters are properly  presented to the meeting for action,  the persons named in
the  accompanying  proxy  will vote  upon them in  accordance  with  their  best
judgment.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Your   Board   of
Directors  is  sending  you  this  proxy   statement  in  connection   with  the
solicitation  of your  proxy  for use at the  Annual  Meeting.  When you vote by
Internet,  by  telephone  or by mail,  you appoint  Steven E. Moore,  Herbert H.
Champlin,  and H. L. Hembree, III as your representatives at the Annual Meeting.
Messrs.  Moore,  Champlin,  and  Hembree  will  vote  your  shares,  as you have
instructed  them,  at the Annual  Meeting.  This way,  your shares will be voted
whether or not you attend  the  Annual  Meeting.  Even if you plan to attend the
meeting,  it is a good idea to vote your shares in advance of the meeting,  just
in case your plans change.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If an issue comes
up for  vote  at the  meeting  that is not on the  proxy  card,  Messrs.  Moore,
Champlin and Hembree will vote your shares, under your proxy, in accordance with
their best judgment.</P>

<P ALIGN=LEFT><B>Voting Procedures; Revocation of Proxy</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You  may  vote by
mail, by telephone,  by Internet, or in person. To vote by mail, simply complete
and sign the proxy card and mail it in the  enclosed,  prepaid and  preaddressed
envelope.  If you mark your voting  instructions  on the proxy card, your shares
will be voted as you  instruct.  If you return a signed  card but do not provide
voting  instructions,  your  shares  will be voted  <B>FOR</B>  the three  named
nominees.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shareowners    of
record also may vote by the Internet or by using the toll-free  number listed on
the proxy card.  Telephone and Internet  voting also is available to shareowners
who hold their shares in the Dividend  Reinvestment  and Stock Purchase Plan and
the OGE Energy Corp. Employees' Stock Ownership and Retirement Savings Plan (the
"Retirement  Savings Plan").  The telephone voting and Internet voting procedure
is  designed  to verify  shareowners  through  use of a Control  Number  that is
provided on each proxy card.  This procedure  allows you to vote your shares and
to confirm that your  instructions have been properly  recorded.  If you vote by
telephone or by the Internet, you do not have to mail in your proxy card. Please
see your proxy card for specific instructions.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If  you  wish  to
vote in person,  we will pass out written  ballots at the  meeting.  If you hold
your shares in street name (i.e., they are held by your broker in an account for
you),  you must  request a legal  proxy from your broker in order to vote at the
meeting.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If   you   change
your mind after  voting  your  proxy,  you can revoke your proxy and change your
vote at any time  before the polls  close at the  meeting.  You can revoke  your
proxy by either signing  another proxy with a later date, by voting by Internet,
by  telephone  or by voting at the  meeting.  Alternatively,  you may  provide a
written statement to the Company (attention Irma B. Elliott,  Vice President and
Corporate Secretary) of your intention to revoke your proxy.</P>

<P ALIGN=LEFT><B>Record Date; Number of Votes</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If    you   owned
shares of our Common Stock at the close of business on March 26,  2001,  you are
entitled to one vote per share upon each matter presented at the meeting.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On March 1, 2001,
there were 77,921,997 shares of Common Stock  outstanding.  The Company does not
have any other  outstanding class of voting stock. No person holds of record or,
to our knowledge, beneficially owns more than 5% of our Common Stock.</P>

<P ALIGN=LEFT><B>Expenses of Proxy Solicitation</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We  will  pay all
costs  associated  with  preparing,  assembling  and mailing the proxy cards and
proxy  statements.  We also will reimburse  brokers,  nominees,  fiduciaries and
other   custodians  for  their  expenses  in  forwarding   proxy   materials  to
shareowners.  Officers and other employees of the Company may solicit proxies by
mail,  personal  interview,  telephone and/or  telegraph.  In addition,  we have
retained Mellon Investor Services to assist in the solicitation of proxies, at a
fee of approximately  $7,000 plus associated  costs and expenses.  Our employees
will not receive any additional compensation for soliciting proxies.</P>

<P ALIGN=LEFT><B>Mailing of Proxy Statement and Annual Report</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This        proxy
statement  and the  enclosed  proxy were mailed on or about March 30,  2001.  We
mailed our Annual Report for the year 2000 on or about March 30, 2001, to all of
our shareowners who owned stock on March 26, 2001.</P>

<P ALIGN=LEFT><B>Voting Under Plans</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If   you   are  a
participant in our Dividend  Reinvestment  and Stock Purchase Plan (DRIP),  your
proxy will  represent  the shares  held on your  behalf  under the DRIP and such
shares will be voted in accordance  with the  instructions on your proxy. If you
do not vote your proxy, your shares in the DRIP will not be voted.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If   you   are  a
participant in our Retirement  Savings Plan, you will receive a voting directive
for shares  allocated  to your  account.  The trustee  will vote these shares as
instructed  by you in your  voting  directive.  If you do not return your voting
directive,  the trustee will vote your allocated  shares in the same  proportion
that all plan shares are voted.</P>

<P ALIGN=LEFT><B>Voting of Shares Held in Street Name by Your Broker</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Brokerage   firms
have authority  under New York Stock Exchange Rules to vote  customers'  unvoted
shares on certain "routine" matters, including the election of directors. If you
do not vote your  proxy,  your  brokerage  firm may either  vote your  shares on
routine  matters or leave  your  shares  unvoted.  We  encourage  you to provide
instructions  to your  brokerage  firm by voting your proxy.  This  ensures your
shares will be voted at the meeting.  When a brokerage firm votes its customers'
unvoted  shares on routine  matters,  these  shares are counted for  purposes of
establishing  a quorum to conduct  business at the  meeting.  A brokerage  firm,
however,  cannot vote  customers'  shares on non-routine  matters.  Accordingly,
these shares  (sometimes  referred to as broker  non-votes)  are  considered not
entitled  to vote on  non-routine  matters,  rather  than as a vote  against the
matter.</P>

<P ALIGN=LEFT><FONT SIZE=4><B>PROPOSAL NO. 1 -<BR>
ELECTION OF DIRECTORS</B></FONT>
<HR SIZE=1 WIDTH=100% NOSHADE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The    Board   of
Directors of the Company  presently  consists of ten members.  The directors are
classified  into three groups.  One class of directors is elected at each year's
Annual  Meeting for a  three-year  term and to  continue  in office  until their
successors  are elected  and  qualified.  The  following  three  persons are the
nominees  of the Board to be  elected  for such  three-year  term at the  Annual
Meeting to be held on May 24, 2001: Mr. Luke R. Corbett,  Mr. Robert Kelley, and
Mr. J. D.  Williams.  Each of these  individuals  is currently a director of the
Company  whose term as a director is scheduled to expire at the Annual  Meeting.
Each director serves according to the Company's retirement policy for directors.
Under the policy,  directors  are to retire upon  completion of their term after
reaching age 70.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mr.  Bill Swisher
retired from the Board during 2001,  having served as a director of Oklahoma Gas
and  Electric  Company  since 1979 and as a director  of the  Company  since its
inception in 1996. The Board would like to express its sincere  appreciation  to
Mr. Swisher for his many years of contribution and dedicated service.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The      enclosed
proxy,  unless  otherwise  specified,  will be voted in favor of the election as
directors of the previously  listed three nominees.  The Board of Directors does
not know of any nominee  who will be unable to serve,  but if any of them should
be unable to serve,  the proxy  holder  may vote for a  substitute  nominee.  No
nominee or director owns more than .34% of any class of voting securities of the
Company.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For  the nominees
described herein to be elected as directors, they must receive a majority of the
votes of shares of Common  Stock  present in person or by proxy and  entitled to
vote. Withholding authority is treated as a vote against.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &nbsp;  Each director
of the  Company  during  2000 was also a  director  of the  Company's  principal
subsidiary,  Oklahoma Gas and Electric Company ("OG&amp;E").  The Company became
the parent company of OG&amp;E pursuant to a corporate reorganization, effective
December 31, 1996.</P><BR><BR>



<P ALIGN=LEFT><B>INFORMATION ABOUT DIRECTORS AND NOMINEES</B>
<HR SIZE=1 WIDTH=100% NOSHADE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The     following
contains certain information as of March 1, 2001,  concerning the three nominees
for directors,  as well as the directors whose terms of office extend beyond the
Annual Meeting on May 24, 2001.</P>
<HR SIZE=1 WIDTH=100% NOSHADE>


<P  ALIGN=LEFT><B><I>Nominees  For  Election  For Term  Expiring  at 2004 Annual
Meeting of Shareowners</I></B></P>

<PRE>
<B>LUKE  R.  CORBETT,</B>  54, is  Chairman  and Chief  Executive
Officer of  Kerr-McGee  Corporation,  which is engaged in oil and
gas  exploration and production and chemical  operations.  He has
been employed by Kerr-McGee  Corporation  for more than 16 years,
having served as Chairman and Chief Executive Officer since 1997;
President  and Chief  Operating  Officer  from 1995 to 1997;  and    [Photo]
Group Vice  President  from 1992 to 1995. Mr. Corbett also serves
as  a  member  of  the  Board  of  Directors  of  BOK   Financial
Corporation. Mr. Corbett has been a director of the Company since
December 31, 1996, and of OG&amp;E since December 1, 1996, and is
a member of the audit and nominating committees of the Board.
</PRE>
<HR SIZE=1 WIDTH=100% NOSHADE>

<PRE>
<B>ROBERT  KELLEY,</B>  55,  is  Chairman  of the  Board of Noble
Affiliates,  Inc., an independent energy company with exploration
and production  operations in the United States and international
operations  in China,  Equador,  Equatorial  Guinea  and the U.K.
sector of the North  Sea,  and is  expected  to retire  from such
position  effective  April 30, 2001.  Prior to October 2, 2000 he    [Photo]
also served as  President  and Chief  Executive  Officer of Noble
Affiliates,  Inc.  and of its  three  subsidiaries:  Samedan  Oil
Corporation,  Noble Gas Marketing  Inc., and Noble Trading,  Inc.
Mr. Kelley has been a director of the Company since  December 31,
1996,  and of OG&amp;E since January 17, 1996, and is a member of
the audit and compensation committees of the Board.
</PRE>
<HR SIZE=1 WIDTH=100% NOSHADE>

<PRE>
<B>J.  D.  WILLIAMS,</B>  63, is founder  and a former  member of
Williams &amp; Jenson, P.C., a law firm in  Washington,  D. C. He
continues  to practice  law and is involved in various  civic and    [Photo]
related matters.  Mr. Williams has been a director of the Company
since January 2001,  and is a member of the audit and  nominating
committees of the Board.
</PRE>
<HR SIZE=1 WIDTH=100% NOSHADE>

<P  ALIGN=LEFT><B><I>Directors  Whose  Terms  Expire at 2003  Annual  Meeting of
Shareowners</I></B></P>

<PRE>
<B>WILLIAM E. DURRETT,</B> 70, is Senior Chairman of the Board of
American Fidelity  Corporation,  an insurance holding company and
Chairman of North American  Insurance Agency,  Inc. From May 1998
to October 1999, he also served as President and Chief  Executive
Officer of North American  Insurance  Agency,  Inc. From November
1989 to 1998, Mr. Durrett served as Chairman, President and Chief
Executive  Officer  of  American  Fidelity  Corporation.  He also    [Photo]
serves as a member of the  Boards  and  holds  various  executive
positions in numerous  other  subsidiaries  of American  Fidelity
Corporation.  He  also  serves  as a  director  of BOK  Financial
Corporation and is past Chairman of the Board of INTEGRIS Health.
Mr. Durrett has been a director of the Company since December 31,
1996,  and of OG&amp;E since  March 1991, and is  a member of the
audit and compensation committees of the Board.
</PRE>
<HR SIZE=1 WIDTH=100% NOSHADE>

<PRE>
<B>H. L. Hembree,  III,</B> 69, is Managing Partner of Sugar Hill
Partners,   a  family  partnership  engaged  in  trucking,   tire
remanufacturing, agriculture and oil and gas exploration, located
in Fort Smith,  Arkansas.  Prior to 1998,  he was Chairman of the    [Photo]
Executive  Committee  of  Merchants  National  Bank,  Fort Smith,
Arkansas.  He has been a director of the Company  since  December
31, 1996,  and of  OG&amp;E since 1985,  and is a  member of  the
audit and compensation committees of the Board.
</PRE>
<HR SIZE=1 WIDTH=100% NOSHADE>

<PRE>
<B>STEVEN  E.  MOORE,</B>  54, is Chairman,  President  and Chief
Executive Officer of the Company and  of  OG&amp;E,  having  been
appointed to such positions with the Company  effective  December
31, 1996. Mr. Moore was appointed President of OG&amp;E in August
1995, and as Chief Executive  Officer and Chairman of OG&amp;E in
May 1996.  Mr. Moore has  been employed by OG&amp;E for more than    [Photo]
26 years,  having previously  served as Senior Vice  President of
Law  and  Public Affairs.   He also serves as a  director of  BOK
Financial  Corporation  and has  served  on  many   industry-wide
committees in the electric utility  industry.  Mr. Moore has been
a  director of  the  Company since  1996  and  of OG&amp;E  since
October 1995.
</PRE>
<HR SIZE=1 WIDTH=100% NOSHADE>

<P  ALIGN=LEFT><B><I>Directors  Whose  Terms  Expire at 2002  Annual  Meeting of
Shareowners</I></B></P>

<PRE>
<B>HERBERT  H.   CHAMPLIN,</B>   63,  is  President  of  Champlin
Exploration,  Inc., an independent oil producer,  and Chairman of
Enid Data  Systems,  computer  marketers,  both  located in Enid,
Oklahoma.  Mr.  Champlin has been a director of the Company since
December 31, 1996, and of OG&amp;E since 1982, and is chairman of    [Photo]
the audit committee and a  member of the nominating  committee of
the Board.  Mr. Champlin also was engaged  separately during 2000
as a part of his principal business occupation in  the  petroleum
industry and had interests in oil and gas wells.
</PRE>
<HR SIZE=1 WIDTH=100% NOSHADE>

<PRE>
<B>MARTHA  W.  GRIFFIN,</B>  66,  owner of Martha  Griffin  White
Enterprises,  is  presently  engaged  in  the  management  of her
personal investments,  the operation of a ranch and various civic
activities.  Prior to September 30, 1994,  she served as Chairman
of the Board of Griffin  Television,  Inc.,  located in  Oklahoma    [Photo]
City, Oklahoma, and Chairman of the Board of Griffin Food Company
(a subsidiary of Griffin Television, Inc.). Mrs. Griffin has been
a  director of  the  Company  since   December 31, 1996,  and  of
OG&amp;E since 1987, and is chairman of the nominating  committee
and a member of the audit committee of the Board.
</PRE>
<HR SIZE=1 WIDTH=100% NOSHADE>

<PRE>
<B>RONALD H. WHITE,  M.D.,</B>  64, is a practicing  cardiologist
and is President and Chief Executive Officer of Cardiology,  Inc.
in Oklahoma City. He serves as President, Partner and Director of
Oklahoma  Cardiovascular  Associates,  and  Director  of Oklahoma
Heart  Hospital.  He was a member of the Board of  Regents of the    [Photo]
University  of  Oklahoma  for 14  years.  Dr.  White  has  been a
director of the Company since December 31, 1996,  and of OG&amp;E
since  1989,  and  is  a  member  of  the  audit  and  nominating
committees of the Board.
</PRE>
<HR SIZE=1 WIDTH=100% NOSHADE><BR><BR>

<P ALIGN=LEFT><B>INFORMATION CONCERNING THE BOARD OF DIRECTORS</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each   member  of
our Board of Directors was also a director of OG&amp;E during 2000. The Board of
Directors  of the  Company  met on 6  occasions  during  2000  and the  Board of
Directors of OG&amp;E met on 6 occasions during 2000. Each director  attended at
least 82% of the total  number of  meetings of the Boards of  Directors  and the
committees of the Boards on which he or she served.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Committees.</B>
&nbsp;&nbsp;The  committees  of the  Company's  Board  of  Directors  include  a
compensation  committee,  an audit  committee  and a nominating  committee.  The
Directors who are members of the various  committees of the Company serve in the
same capacity for purposes of the OG&amp;E Board.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The   members  of
the  committees  during  2000,  and  the  duties  and  responsibilities  of  the
committees are described below.</P>

<PRE>
<B>Name of Committee              Functions of the                       Number of
   and Members                    Committee                        Meetings in 2000</B>
   -----------                    ---------                        ----------------

<I>Compensation Committee:</I>     Oversees                                       3
  William E. Durrett        o compensation of principal
  H.L. Hembree, III             officers
  Robert Kelley             o salary policy
  Bill Swisher*             o benefit programs
                            o compensation for outside
                                directors
                            o future objectives and goals of
                                the Company

<I>Audit Committee:</I>            Oversees financial reporting process           2
  Herbert H. Champlin*      o evaluate performance of independent
  Luke R. Corbett               auditors
  William E. Durrett        o review and recommend selection of
  Martha W. Griffin             independent auditors
  H. L. Hembree, III        o discuss with internal and independent
  Robert Kelley                 auditors scope and plans for audits,
  Bill Swisher                  adequacy and effectiveness of
  Ronald H. White               accounting and financial controls, and
                                results of their examinations
                            o review interim financial statements and
                                annual financial statements to be
                                included in Form 10-K

<I>Nominating Committee:</I>       Reviews and recommends                         3
  Herbert H. Champlin       o nominees for election as
  Luke R. Corbett               directors
  Martha W. Griffin*        o membership of director
  Ronald H. White               committees
</PRE>

<HR WIDTH=120 SIZE=1 ALIGN=LEFT NOSHADE>
<P ALIGN=LEFT>* Chairperson</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Shareowner
Nominations  for  Directors.</B>&nbsp;&nbsp;  It is expected that the nominating
committee will consider  nominees  recommended by shareowners in accordance with
our  By-laws.  Our  By-laws  provide  that if you  intend to  nominate  director
candidates  for election at an Annual  Meeting of  Shareowners  you must deliver
written  notice to the Corporate  Secretary not later than 90 days in advance of
the meeting.  The notice must set forth certain  information  concerning you and
the nominee(s), including each nominee's name and address, a representation that
you are  entitled  to vote at such  meeting and intend to appear in person or by
proxy at the meeting to nominate the person or persons specified in your notice,
a description of all arrangements or understandings between you and each nominee
and any other person  pursuant to which the nomination or nominations  are to be
made by you,  such other  information  as would be  required to be included in a
proxy  statement  soliciting  proxies for the election of the nominee(s) and the
consent of each  nominee to serve as a director if so elected.  The  chairman of
the Annual  Meeting may refuse to  acknowledge  the nomination of any person not
made in compliance with the foregoing procedure.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Director
Compensation.</B>&nbsp;&nbsp;  Compensation  of  non-officer  directors  of  the
Company  during 2000  consisted of an annual  retainer fee of $39,500,  of which
$2,000 was payable  monthly in cash (the same amount that has been paid  monthly
since August 1994) and $15,500 was deposited in the director's account under the
Directors'  Deferred  Compensation  Plan and  converted to 700.565  common stock
units based on the closing  price of the  Company's  Common Stock on December 1,
2000. In addition,  all  non-officer  directors  received  $1,000 for each Board
meeting and $1,000 for each committee meeting attended.  These amounts represent
the total fees paid to directors in their capacities as directors of the Company
and OG&amp;E.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under         the
Directors' Deferred  Compensation Plan,  non-officer directors may defer payment
of all or part of their  attendance  fees and the cash  portion of their  annual
retainer fee, which  deferred  amounts are credited to their account on the date
the deferred amounts otherwise would have been paid.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Amounts  credited
to the  accounts  are assumed to be  invested  in one or more of the  investment
options permitted under the Plan. During 2000, those investment options included
a Company Common Stock fund, whose value was determined based on the stock price
of the  Company's  Common  Stock,  a money  market fund, a bond fund and several
stock funds.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;When           an
individual  ceases to be a director of the Company,  all amounts  credited under
the Plan are paid in cash in a lump sum or  installments.  As an  alternative to
these investment options, prior to January 1, 2000, a non-officer director could
elect to have all or any deferred  portion of the  attendance  fees and the cash
portion of the annual  retainer fee applied to purchase  life  insurance for the
director.  Any  deferred  attendance  or  retainer  fees used to  purchase  life
insurance may not be transferred to other investment options.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Historically, for
those  directors who retired from the Board of Directors  after 10 years or more
of service, the Company and OG&amp;E continued to pay their annual cash retainer
until their death. In November 1997, the Board eliminated this retirement policy
for  directors.  Directors who retired  prior to November  1997,  however,  will
continue to receive benefits under the former policy.</P>

<HR SIZE=1 WIDTH=100% NOSHADE>

<P ALIGN=LEFT><FONT SIZE=4><B>REPORT OF AUDIT COMMITTEE</B></FONT></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The         Audit
Committee  of the Board of  Directors  of the Company  (the  "Audit  Committee")
oversees the  Company's  financial  reporting  process on behalf of the Board of
Directors. Management, however, has the primary responsibility for the financial
statements  and  the  reporting   process  including  the  systems  of  internal
controls.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The         Audit
Committee has eight members,  none of whom has any  relationship  to the Company
that interferes with the exercise of his or her independence from management and
the Company,  and each of whom qualifies as independent under the standards used
by the New York Stock Exchange, where the Company's shares are listed. The Audit
Committee  operates under a written  charter that has been approved by the Board
of Directors.  Among other things,  the charter specifies the scope of the Audit
Committee's  responsibilities  and how it  carries  out those  responsibilities,
including  structure,  processes  and  membership  requirements.  A copy of this
charter is included as Appendix A to this proxy statement.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In fulfilling its
oversight  responsibilities  regarding the 2000 financial statements,  the Audit
Committee  reviewed with Company  management  the audited  financial  statements
contained  in our  Annual  Report.  The  Audit  Committee's  review  included  a
discussion  of the  quality,  not  just  the  acceptability,  of the  accounting
principles,  the  reasonableness  of significant  judgments,  and the clarity of
disclosures in the financial statements.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The         Audit
Committee  also  reviewed  the 2000  financial  statements  with  the  Company's
independent  auditors.  The Company's  independent  auditors are responsible for
expressing an opinion on the conformity of our audited financial statements with
generally  accepted  accounting  principles.  Our  review  with the  independent
auditors included a discussion of the auditors' judgments as to the quality, not
just the acceptability,  of the Company's  accounting  principles and such other
matters as are required to be discussed with the Audit Committee under Statement
on Auditing  Standards No. 61. In addition,  the Audit Committee  discussed with
the  independent  auditors the auditors'  independence  from  management and the
Company,  including the matters in the written disclosures received by the Audit
Committee in accordance  with the  requirements  of the  Independence  Standards
Board.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The         Audit
Committee also discussed with the Company's  internal and  independent  auditors
the  overall  scope and plans for their  respective  audits for 2001.  The Audit
Committee  meets with the internal and  independent  auditors,  with and without
management  present,  to  discuss  the  results  of  their  examinations,  their
evaluations of the Company's internal  controls,  and the overall quality of the
Company's financial reporting. The Audit Committee held two meetings during 2000
and the Chairman of the Audit  Committee met with the auditors by telephone on a
quarterly basis to discuss the Company's quarterly financial statements.</P>

<P ALIGN=LEFT><B>Fees For Independent Auditors</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During  2000, the
Company retained its principal independent public accountants,  Arthur Andersen,
to provide services in the following categories and amounts:</P>

<PRE>
Audit Fees                                       $ 452,395
Financial Information Systems Design
     and Implementation Fees                     $       0
All Other Fees1                                  $ 541,434
</PRE>

<P>The  Audit  Committee  has  considered  whether the  provision  of  non-audit
services by the  Company&#146;s  principal  independent  public  accountants  is
compatible with maintaining auditor independence.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In   reliance  on
the review and discussions referred to above, the Audit Committee recommended to
the Board of Directors,  and the Board has approved,  that the Company's audited
financial  statements  be  included  in the  Annual  Report on Form 10-K for the
fiscal year ended December 31, 2000, for filing with the Securities and Exchange
Commission.  The  Audit  Committee  and the  Board  have  also  recommended  the
selection of the Company's independent auditors for 2001.</P>

<P ALIGN=LEFT><B>Audit Committee</B></P>

<P ALIGN=LEFT>Herbert H. Champlin, Chairman<BR>
Luke R. Corbett, member<BR>
William E. Durrett, member<BR>
Martha W. Griffin, member<BR>
H.L. Hembree, III, member<BR>
Robert Kelley, member<BR>
Bill Swisher, member<BR>
Ronald H. White, member
<HR SIZE=1 WIDTH=100% NOSHADE>

<P ALIGN=LEFT><FONT SIZE=2>1 Other Fees
include,  among other things,  tax consulting and  compliance,  accounting  work
related to financings, and benefit plan audits.</FONT></P><BR>

<P ALIGN=LEFT><FONT SIZE=4><B>EXECUTIVE OFFICERS' COMPENSATION</B></FONT>
<HR SIZE=1 WIDTH=100% NOSHADE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  Compensation
Committee of the Board of Directors of the Company (the "Committee") administers
our executive  compensation program. The Committee's report on compensation paid
to executive officers during 2000 is set forth below.</P>

<P ALIGN=LEFT><FONT SIZE=4><B>REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE
COMPENSATION</B></FONT>
<HR SIZE=1 WIDTH=100% NOSHADE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>General.</B>
&nbsp;&nbsp;   The  primary  goals  of  the   Committee  in  setting   executive
compensation  in 2000 were:  (i) to provide a competitive  compensation  package
that would enable us to attract and retain key  executives and (ii) to align the
interests  of our  executives  with those of our  shareowners  and also with our
performance.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Compensation   to
our executive officers in 2000 was comprised primarily of salary,  annual awards
under our Annual  Incentive  Compensation  Plan and  long-term  awards under our
Stock Incentive Plan.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In  an  effort to
ensure the continued competitiveness of our executive compensation policies, the
Committee in 2000  continued to use as a guideline in setting base  salaries the
average of the compensation paid to similar  executives within the approximately
92 electric  services  organizations  included in the Energy  Services  Industry
Compensation  Survey (the "Electric  Holding  Company Survey  Group"),  with the
exception of the base salary of Roger Farrell, the President and Chief Executive
Officer of the Company's  subsidiary,  Enogex Inc. The guideline used in setting
Mr.  Farrell's  base  salary  was the  average of the  salaries  paid to similar
executives at fourteen  natural gas gathering and  distribution  companies  (the
"Enogex Survey Group"),  which included companies that, like Enogex, are engaged
in the gathering,  processing,  transportation  and marketing of natural gas and
similar  activities.  In making  long-term  and  annual  incentive  awards,  the
Committee  considered not only awards paid to comparable  executives in the 50th
percentile of the Electric Holding Company Survey Group and Enogex Survey Group,
but also awards made to similar  executives at approximately the 25th percentile
of the awards made to similar  executives in the Towers Perrin General  Industry
Compensation Data Bases&sup1;  (the "General  Industry Survey Group"),  which as
the name implies  includes  companies of comparable size from other  industries,
not just utility companies.
<HR SIZE=1 WIDTH=100% NOSHADE>

<P ALIGN=LEFT><FONT  SIZE=2>1&nbsp;&nbsp;  The companies in the Electric Holding
Company Survey Group,  Enogex Survey Group and General Industry Survey Group are
not the same as the utilities in the Dow Jones  Electric  Index  utilized in the
Stock  Performance  Graph on page 18. The Electric Holding Company Survey Group,
Enogex  Survey Group and General  Industry  Survey Group were selected by Towers
Perrin, the Company&#146;s compensation consultants, and, in the judgment of the
Committee,    are   appropriate    peer   groups   to   use   for   compensation
purposes.</FONT></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The   annual  and
long-term  incentive  portions of an  executive's  compensation  are intended to
achieve the Committee's goal of aligning an executive&#146;s  interests with our
shareowners&#146;   and   with   our   performance.   These   portions   of   an
executive&#146;s  compensation  are  placed  at  risk  and  are  linked  to  the
accomplishment  of specific results that are designed to benefit our shareowners
and the Company,  both in the long and short term. As a result,  during years of
excellent performance,  executives are provided the opportunity to earn a highly
competitive  level of compensation  and,  conversely,  in years of below-average
performance,  their  compensation may be below  competitive  levels.  Generally,
higher  level  executive  officers  have a greater  level of their  compensation
placed at risk.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A Federal tax law
currently limits our ability to deduct an executive's  compensation in excess of
$1,000,000   unless  such   compensation   qualifies   as   "performance   based
compensation" or certain other exceptions are met. This law did not impact us in
2000.  The  Committee  has  continued to analyze the structure of its salary and
various  compensation  programs in light of this law.  The  Committee's  present
intent is to take appropriate steps to ensure the continued deductibility of its
executive  compensation.  For  this  reason,  the  Committee  and the  Board  of
Directors  recommended,  and the shareowners approved,  the Stock Incentive Plan
and a new Annual  Incentive  Plan at the 1998  Annual  Meeting  so that  certain
compensation  payable  thereunder  would  qualify  for  the  "performance  based
compensation"  exception to the $1,000,000  deduction limit and thereby continue
to be deductible by the Company.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Base Salary.
</B>&nbsp;&nbsp;  The base  salaries  for our  executive  officers  in 2000 were
designed to be competitive with the Electric Holding Company Survey Group (other
than the base salary of Roger Farrell, which was designed to be competitive with
the Enogex  Survey  Group)  and  generally  approximated  the salary at the 50th
percentile of the range for comparable  executives employed by companies in such
survey  group.   Actual  base  salaries  were  determined  based  on  individual
performance  and  experience.  The salaries of executive  officers for 2000 were
determined in November 1999,  with an effective date of January 1, 2000 and were
subject  to  adjustment   during  the  year  if  an   individual's   duties  and
responsibilities  changed.  The 2000 base  salary  amounts  for the most  highly
compensated  executive  officers  are shown in the salary  column of the Summary
Compensation Table on page 14.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Annual
Incentive   Compensation   Plan.</B>&nbsp;&nbsp;Awards   with  respect  to  2000
performance  were  made  under  the  Annual  Incentive  Compensation  Plan to 70
employees,  including all executive  officers.  The Plan was designed to provide
key management  personnel with annual incentive awards,  the payment of which is
tied to the achievement of specified  Company  objectives.  Payouts of the award
were in cash and were  dependent  entirely on the  achievement  of the corporate
goals that were established by the Committee in January 2000.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For     executive
officers,  such as Messrs.  Moore,  Strecker and  Hatfield,  who do not direct a
specific  business  operating unit, the corporate  goals were based:  (i) 45% on
total  Company  shareowner  return  compared to a group of 69  electric  utility
holding companies and electric utilities and a Company consolidated earnings per
share  target  established  by  the  Committee,  (ii)  22.5%  on  operating  and
maintenance expense and capital expense targets for OG&amp;E  established by the
Committee, (iii) 22.5% on a combined earnings before interest and taxes ("EBIT")
target,  established by the Committee for OG&amp;E's  power supply business unit
and for  Enogex and its  subsidiaries,  and (iv) 10% on the  performance  of all
other corporate goals established by the Committee for participants in the Plan.
For executive  officers who did direct a specific  business  operating unit, the
corporate  goals were  based:  (i) 45% on the target  described  above for total
Company shareowner return and Company earnings per share, (ii) 45% either on the
operating and maintenance expense and capital expenditure target described above
or on the EBIT target described above, and (iii) 10% on specific corporate goals
established  by the Committee for the business  unit  (including,  such items as
safety, customer satisfaction and power plant availability).</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The amount of the
award for each  executive  officer was  expressed as a percentage of base salary
(the "targeted  amount"),  with the officer  having the ability,  depending upon
achievement of the corporate  goals, to receive from 0% to 150% of such targeted
amounts. For 2000, the targeted amount ranged from 25% to 60% of base salary and
approximated  the  25th  percentile  of the  level  of such  awards  granted  to
comparable  executives  employed by  companies  in the General  Industry  Survey
Group.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The percentage of
the  targeted  amount that an officer  ultimately  received  based on  corporate
performance was subject to being decreased, but not increased, at the discretion
of the Committee. For 2000, capital expenses were better than the target levels,
while earnings per share,  total  shareowner  return,  operating and maintenance
expense,  and EBIT did not meet  target  levels,  but  were  above  the  minimum
threshold  established by the Committee for a payout.  Corporate  performance of
the  remaining  corporate  goals  exceeded  the  minimum  levels of  achievement
established  by the  Committee  and resulted in total  payouts  under the Annual
Incentive  Plan to  executive  officers  ranging  from  61.3%  to 75.7% of their
targeted amounts and from 17.76% to 42.64% of their base salaries. Payouts under
the Annual  Incentive  Plan are  reflected  in the bonus  column of the  Summary
Compensation Table on page 14.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Long-Term
Awards.</B>&nbsp;&nbsp;Another  significant component of executive  compensation
in 2000 was long-term awards under our Company's Stock Incentive Plan, which, as
noted above,  also was approved by the  shareowners at the 1998 Annual  Meeting.
The Plan provides for the grant of any or all of the following  types of awards:
stock options,  stock  appreciation  rights,  restricted  stock and  performance
units. In 2000, the Committee made awards of stock options and restricted stock.
In making awards of stock options and restricted stock, the Committee considered
numerous factors as discussed below and reviewed the expected value of long-term
compensation  payable  to  executives  (other  than  Mr.  Farrell)  in the  50th
percentile of the Electric  Holding Company Survey Group and the 25th percentile
of  the  General   Industry  Survey  Group.  The  expected  value  of  long-term
compensation  payable to such higher level  executives in the 25th percentile of
the General  Industry  Survey Group was  substantially  higher than the expected
value of long-term  compensation  payable to  comparable  executives in the 50th
percentile of the Electric Holding Company Survey Group and substantially higher
than the expected  value of long-term  compensation  awarded by the Committee in
the past to comparable  executive  officers at the Company.  While the Committee
intends to continue to consider the long-term compensation payable to comparable
executives  in the 25th  percentile  of the  General  Industry  Survey  Group in
awarding  long-term  compensation  to  the  Company's  executive  officers,  the
Committee sought generally in 2000 to provide executive officers (other than Mr.
Farrell) with an aggregate value of long-term compensation equal to the expected
value of long-term  incentives  payable to executives in the 50th  percentile of
the Electric  Holding  Company Survey Group.  The Committee  sought to award Mr.
Farrell with  long-term  compensation  approximating  the  long-term  incentives
awarded to comparable  executives in the 25th percentile of the General Industry
Survey  Group and the Enogex  Survey  Group,  adjusted to avoid  increasing  Mr.
Farrell's  grant of long-term  incentives in an amount not generally  consistent
with the increases granted to other senior executives.  For 2000, this long-term
targeted  amount for each  executive  officer was awarded  33-1/3% in restricted
stock and 66-2/3% in stock options.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Stock     options
were  granted  to  executive  officers  during  the first  quarter of 2000 at an
exercise  price  equal to the fair  market  value at the date of the grant.  The
options have a 10 year term and vest over 3 years, with one-third of the options
becoming exercisable at the end of each year. Since options were granted with an
exercise  price  equal to the market  value of our  Common  Stock at the time of
grant,  they provide no value unless our stock price increases after the options
are granted. These awards are thus tied to stock price appreciation in excess of
the stock's  value at time of grant,  rewarding  executives as if they shared in
the ownership of the Company.  The number of shares  subject to options for each
executive  officer was determined by taking the expected value to be provided in
options,  as determined above, and dividing that amount by the estimated current
value of an option for our stock using a variation of the  Black-Scholes  Option
Pricing  methodology  provided  by  an  outside  compensation  consultant.  This
resulted in executive  officers  receiving stock options with an estimated value
of approximately 16.7% to 66 2/3% of their 2000 base salaries.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The    restricted
stock awards in 2000 under the Stock  Incentive  Plan were similar to the awards
in prior years under the former  Restricted Stock Plan. Each share of restricted
stock is subject to a  Restriction  Period of three years during which the share
is  subject  to  forfeiture  if the  recipient  of the  share  ceases  to render
substantial  services to the Company or a subsidiary  for any reason (other than
death,  disability  or  retirement)  and  during  which  the  share  may  not be
transferred.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Awards         of
restricted stock under the Stock Incentive Plan were made at the end of 2000 and
were  based on the  individual's  performance  during  2000.  In  evaluating  an
individual's  performance,  the Committee considered individual job performance,
experience and  individual  characteristics  such as leadership and  dedication,
with no particular weight given to one factor over another.  As noted above, the
Committee also considered the long-term incentives awarded to similar executives
by corporations  in  approximately  the 50th percentile of the Electric  Holding
Company Survey Group (the 25th  percentile of the General  Industry Survey Group
for Mr.  Farrell) and awarded  restricted  stock to executive  officers having a
value (based on the fair market value of the Company's  Common Stock on the date
of the  award)  of  approximately  8.3% to  41.7%  of such  executive  officer's
anticipated 2001 base salary.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As    in    prior
years,  each share of restricted  stock awarded in 2000 is subject to forfeiture
during a Restriction Period.  Moreover, as in prior years, the shares awarded in
2000 to all the executive officers contained a significant additional condition.
Such officers generally will be entitled at the end of the Restriction Period of
three  years to keep the full  amount of the shares  awarded to them only if the
Company  during such period meets or exceeds a specific  return on equity target
as compared to the return on average  equity for the  approximately  79 electric
and combination  utility  companies  (including  utility  holding  companies) as
reported by the Bloomberg  Financial  News Service (the "Energy  Supply  Index")
with the officer  receiving fewer shares and possibly no shares depending on the
Company's performance relative to the performance of the companies in the Energy
Supply Index.  The Committee's  rationale for this  additional  condition was to
continue to reward past service and to align the officers'  interests with those
of our  shareowners  and, at the same time, to tie the  restricted  stock awards
directly to long-term  corporate  performance.  The amount of shares  awarded in
2000 that an officer will  ultimately  receive will not be determined  until the
end of  2003.  Prior  awards  of  restricted  stock or  stock  options  were not
considered by the Committee in making awards in 2000.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>CEO
Compensation.</B>&nbsp;&nbsp;The  2000  compensation  for Mr. Moore consisted of
the same  components  as the  compensation  for other  executive  officers.  Mr.
Moore's 2000 salary was increased from $495,000 to $575,000,  effective  January
1, 2000, and his 2000 targeted award under the Annual  Incentive Plan was set at
60%  of  his  base  salary,  which  the  Compensation  Committee  believed  were
appropriate  levels  based on his  performance  and his prior  experience.  As a
result of 2000 corporate  performance  described  above, he received a payout of
$245,154  under  the  Annual  Incentive  Plan,  representing  42.64% of his base
salary.  The awards of restricted stock and stock options made to Mr. Moore were
based on his prior  performance  and a comparison  of his award to the long-term
compensation  of other chief  executive  officers in the 50th  percentile of the
Electric  Holding  Company  Survey  Group.  Consideration  also was given to Mr.
Moore's  prior  experience  with the  Company  and  OG&amp;E,  his  demonstrated
leadership  skills and his positive  reputation within the community and utility
industry.  Based on these factors, the Committee determined to grant Mr. Moore a
restricted  stock award having an approximate  value at the date of its grant of
41.7% of his  anticipated  base  salary  for 2001 and  stock  options  having an
expected value of approximately 66 2/3% of his 2000 base salary. As was the case
with respect to awards of restricted  stock to other key officers,  Mr.  Moore's
ultimate  receipt  of the  shares  awarded  to him  will be  dependent  upon the
Company's  achievement of specified  return on equity targets during 2001,  2002
and 2003.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Other
Benefits.</B>&nbsp;&nbsp;Virtually  all of our  employees,  including  executive
officers, are eligible to participate in the Retirement Savings Plan and pension
plan.  Both the  Retirement  Savings Plan and pension  plan have a  supplemental
restoration  plan that enables  executive  officers to receive the same benefits
that they would have  received  in the  absence  of  limitations  imposed by the
federal  tax laws on  contributions  or payouts.  In  addition,  a  Supplemental
Executive  Retirement  Plan (the  "SERP"),  which was  adopted  in 1993,  offers
attractive  pension  benefits  to lateral  hires.  The SERP is not  expected  to
benefit present executive  officers generally who remain employed by the Company
or OG&amp;E until age 65. In reviewing the benefits  under the SERP,  Retirement
Savings Plan,  pension plan and related  restoration plans, the Committee sought
in 2000 to provide  participants with benefits at least  commensurate with those
offered by other  utilities of comparable  size. The  restoration  plans for the
Retirement  Savings  Plan and pension plan contain  provisions  requiring  their
immediate  funding in the event of  certain  mergers,  consolidations  or tender
offers involving the Company.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In   early  2000,
the Committee  recommended  and the Board  approved  significant  changes to the
pension  plan.  The changes  were  designed to make the  existing  pension  more
competitive and more attractive to new hires. Under the existing plan,  benefits
were based  primarily  on years of service and the  average of the five  highest
consecutive  years of compensation  during an employee's last ten years prior to
retirement,  with  reductions  in benefits for each year prior to age 62 that an
employee retired and additional  significant  reductions for retirement prior to
age 55. The changes to the existing  pension plan included:  (i)  elimination of
the significant  reduction for employees  electing to retire before age 55, (ii)
the addition of an alternative method of computing the reduction in benefits for
an employee retiring prior to age 62, which alternative method is based on years
of service  and age with an  employee  whose age and years of  service  total or
exceed 80 at the time of  retirement  receiving  no  reduction  in the  benefits
payable  under  the  plan,  and  (iii) the  ability  of an  employee  at time of
retirement  to receive,  in lieu of an annuity,  a lump sum payment equal to the
present value of the annuity.  Also, for employees hired after January 31, 2000,
the pension plan will be a cash balance plan,  under which the Company  annually
will  contribute  to  the  employee's  account  an  amount  equal  to 5% of  the
employee's annual  compensation plus accrued interest.  Employees hired prior to
February 1, 2000,  will receive the greater of the cash  balance  benefit or the
benefit based on final average compensation as described above.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Conclusion.
</B>&nbsp;&nbsp;   The  Committee   believes   that  our   Company's   executive
compensation  system  serves the  interests  of the Company and our  shareowners
effectively.  The  Committee  takes very  seriously  its  responsibilities  with
respect to our executive  compensation  system.  To this end, the Committee will
continue to monitor and revise the compensation  policies as necessary to ensure
that our compensation  system continues to meet the needs of the Company and our
shareowners.</P>

<P ALIGN=LEFT><B>Compensation Committee</B></P>

<P ALIGN=LEFT>Bill Swisher, Chairman<BR>
William E. Durrett, member<BR>
Hugh L. Hembree, III, member<BR>
Robert Kelley, member</P><BR><BR>

<P ALIGN=LEFT><FONT SIZE=4><B>SUMMARY COMPENSATION TABLE</B></FONT>
<HR SIZE=1 WIDTH=100% NOSHADE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The     following
table provides  information  regarding  compensation paid or to be paid by us or
any of our  subsidiaries  to the Chief  Executive  Officer  and four  other most
highly  compensated  executive  officers for the past three years. To the extent
the table shows zeros for other annual  compensation  or payouts under long-term
incentive  plans for a particular  year, no amounts were required to be reported
in such year or, in the case of other  annual  compensation,  the  amounts  were
below the threshold required for disclosure under the SEC's rules.</P>

<PRE>
                                                                          Long Term Compensation
                                                                     --------------------------------
                                           Annual Compensation               Awards           Payouts
                                     ------------------------------  -----------------------  -------
                                                          Other       Restricted  Securities
                                                          Annual        Stock     Underlying    LTIP      All Other
Name and Principal                   Salary  Bonus(1)  Compensation    Awards(2)   Options/    Payouts  Compensation(3)
    Position                 Year      ($)     ($)         ($)           ($)        SAR(#)       ($)         ($)
------------------           ----    ------  -------- -------------   ----------  ----------  --------  ---------------

S.E. Moore, Chairman,        2000    575,000  245,154         0         296,629      77,800        0        40,762
  President and              1999    495,000   91,476         0         210,615      72,800        0        44,071
  Chief Executive Officer    1998    460,000  307,050         0          99,000     104,000        0        50,754


A.M. Strecker                2000    370,000  131,459         0         122,661      35,000        0        28,427
  Executive Vice President   1999    320,000   48,384         0          94,867      43,200        0        28,923
  and Chief Operating        1998    297,500  158,866         0          58,667      41,400        0        35,165
  Officer


R.A. Farrell                 2000    280,000   81,138         0          71,181      20,800        0        14,263
  President and              1999    230,000   60,950         0          56,392      25,400        0        12,289
  Chief Executive Officer    1998    200,016   25,062         0          34,500      24,800        0        12,018
  Enogex Inc.


J.R. Hatfield                2000    240,000   76,744         0          60,217      17,900        0        15,738
  Sr. Vice President,        1999    190,000   22,344         0          48,336      16,300        0         7,905
  Chief Financial Officer    1998    175,000   70,088         0          22,167      12,400        0        22,364
  and Treasurer


J.T. Coffman                 2000    225,000   68,144         0          51,455      16,700        0        20,625
  Sr. Vice President         1999    190,000   22,344         0          45,315      16,300        0        10,659
  Power Supply               1998    175,000   70,088         0          22,167      12,400        0        28,107


</PRE><BR>

<HR WIDTH=120 SIZE=1 ALIGN=LEFT NOSHADE>

<PRE>
(1)  As explained on page 11, amounts in  this column reflect payouts  under the
     Annual Incentive Compensation Plan.

(2)  Amounts in this column reflect the market value of the shares of Restricted
     Stock awarded under the Restricted Stock Plan and the Stock Incentive Plan,
     based on the closing  price of the  Company's  Common Stock on the date the
     award was made. The number of shares  awarded in 2000,  1999, and 1998, was
     as follows: (i) Mr. Moore, 11,985 shares,  11,085 shares, and 3,881 shares,
     respectively;  (ii) Mr.  Strecker,  4,956 shares,  4,993 shares,  and 2,300
     shares,  respectively;  (iii) Mr. Farrell,  2,876 shares, 2,968 shares, and
     1,352 shares, respectively;  (iv) Mr. Hatfield, 2,433 shares, 2,544 shares,
     and 869 shares,  respectively;  and (v) Mr.  Coffman,  2,079 shares,  2,385
     shares, and 869 shares,  respectively.  In the absence of death, disability
     or normal  retirement,  the shares awarded to these individuals are subject
     to  forfeiture  for three  years with the amount the  recipient  ultimately
     receives dependent on Company  performance.  The total number of shares and
     market value of Restricted  Stock held by each of the named  individuals as
     of December 31, 2000, were as follows: Mr. Moore, 30,567 shares,  $746,981;
     Mr. Strecker, 13,689 shares, $334,525; Mr. Farrell, 8,112 shares, $198,237;
     Mr.  Hatfield,  6,704  shares,  $163,829;  and Mr.  Coffman,  6,191 shares,
     $151,293.  Dividends  are  paid  to  these  individuals  on the  shares  of
     Restricted Stock owned by them.

(3)  Amounts  in this  column  for  2000  reflect:  (i) for Mr.  Moore,  $29,991
     (Retirement  Savings  Plan and  Deferred  Compensation  Plan)  and  $10,771
     (insurance  premiums);  (ii) for Mr. Strecker,  $18,827 (Retirement Savings
     Plan and Deferred Compensation Plan) and $9,600 (insurance premiums); (iii)
     for Mr. Farrell,  $8,400 (Retirement Savings Plan and Deferred Compensation
     Plan)  and  $5,863  (insurance  premiums);  (iv) for Mr.  Hatfield,  $5,100
     (Retirement  Savings  Plan and  Deferred  Compensation  Plan)  and  $10,638
     (insurance premiums);  and (v) for Mr. Coffman, $11,130 (Retirement Savings
     Plan and Deferred  Compensation  Plan) and $9,495 (insurance  premiums).  A
     significant  portion of the insurance  premiums  reported for each of these
     individuals is for life insurance  policies and such premiums are recovered
     by the Company from the proceeds of the policies.
</PRE>

<P ALIGN=LEFT><B>OPTIONS AND STOCK APPRECIATION RIGHTS (SARs)</B>
<HR SIZE=1 WIDTH=100% NOSHADE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The     following
table  indicates  for each of the named  executives  (i) the extent to which the
Company used stock options and SARs for executive  compensation purposes in 2000
and (ii) the potential value of such options and SARs as determined  pursuant to
the SEC rules.</P>

<P ALIGN=LEFT><B>Options and SARs Granted in 2000</B>
<HR SIZE=1 WIDTH=100% NOSHADE>

<PRE>
                                                                                    Potential Realizable Value
                                                                                     at Assumed Annual Rates
                                                                                          of Stock Price
       Individual Grants                                                           Appreciation for Option Term
    -----------------------                                                        ----------------------------

    (a)              (b)                 (c)               (d)            (e)          (f)           (g)

                                  % of Total Options
                                 and SARs Granted to    Exercise or
                 Options/SARs         Employees         Base Price     Expiration
    Name          Granted(1)#          in 2000           ($/Share)        Date       5%($)(2)     10%($)(2)
    ----         ------------    -------------------    -----------    ----------    --------    ----------

S.E. Moore           77,800             21.36             $18.25        1/19/10      $892,936    $2,262,875
A.M. Strecker        35,000              9.61             $18.25        1/19/10      $401,706    $1,018,003
R.A. Farrell         20,800              5.71             $18.25        1/19/10      $238,728      $604,985
J.R. Hatfield        17,900              4.91             $18.25        1/19/10      $205,444      $520,636
J.T. Coffman         16,700              4.59             $18.25        1/19/10      $191,671      $485,733
-------------

(1)  Options  were  granted  on  January  19,  2000 and  become  exercisable  in one-third annual  installments  beginning one  year
     from the date of grant. No SARs were awarded for 2000.

(2)  The hypothetical potential appreciation shown in columns (f) and (g) for the named executives is required by the SEC rules. The
     amounts in these columns do not represent  either the  historical or  anticipated  future level of  appreciation of our  Common
     Stock.
</PRE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The     following
table  indicates  for each of the  named  executives  the  number  and  value of
exercisable and unexercisable options and SARs as of December 31, 2000.</P>

<P ALIGN=LEFT><B>Aggregated Option and SAR Exercises in 2000<BR>
and FY-End Option/SAR Value</B>
<HR SIZE=1 WIDTH=100% NOSHADE>

<PRE>
         (a)                    (b)               (c)                   (d)                               (e)

                                                                Number of Unexercised        Value of Unexercised In-the-
                                                            Options and SARs at 12/31/00       Money Options and SARs at
                         Shares Acquired on    Realized        (#) - Exercisable (ex)/      12/31/00 ($) - Exercisable (ex)/
        Name                Exercise (#)       Value ($)         Unexercisable (unex)            Unexercisable (unex) *
        ----                ------------       ---------    ----------------------------    --------------------------------

     S.E. Moore                 N/A               N/A               93,598    (ex)                        0    (ex)
                                                                   161,002  (unex)                 $481,582  (unex)

     A.M. Strecker              N/A               N/A               42,000    (ex)                        0    (ex)
                                                                    77,600  (unex)                 $216,650  (unex)

     R.A. Farrell               N/A               N/A               24,998    (ex)                        0    (ex)
                                                                    46,002  (unex)                 $128,752  (unex)

     J.R. Hatfield              N/A               N/A               13,699    (ex)                        0    (ex)
                                                                    32,901  (unex)                 $110,801  (unex)

     J.T. Coffman               N/A               N/A               13,699    (ex)                        0    (ex)
                                                                    31,701  (unex)                 $103,373  (unex)
-------------------
*    Share price on December 31, 2000 was $24.44. Options vest over 3 years with
     one-third  becoming  exercisable  at the  end of each  year.  Unexercisable
     options were granted on January 21, 1998 at a price of $25.75,  January 20,
     1999 at a price of $28.75,  and January  19, 2000 at a price of $18.25.  No
     SARs were granted in 2000.
</PRE>

<P ALIGN=LEFT><B>PENSION PLAN TABLE</B>
<HR SIZE=1 WIDTH=100% NOSHADE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  Company  and
OG&amp;E  maintain a qualified  non-contributory  pension plan (the  "Retirement
Plan") covering all employees who have completed one year's service.  Subject to
limitations  imposed by the  Employee  Retirement  Income  Security  Act of 1974
("ERISA"),  benefits  payable under the  Retirement  Plan are based upon (i) the
average of the five highest  consecutive years of cash  compensation  (which for
the executives named in the Summary  Compensation  Table prior to 1993 consisted
solely of salaries and for subsequent years consists of salary and bonus) during
an  employee's  last ten years prior to  retirement  and (ii) length of service.
Social Security benefits are deducted in determining  benefits payable under the
Retirement Plan.  Compensation covered by the Retirement Plan includes salaries,
bonuses  and  overtime  pay.  As  indicated  in the  Report of the  Compensation
Committee,  the Board  approved  changes  to the  Retirement  Plan.  Previously,
benefits were reduced for each year prior to age 62 that an employee retired and
were  significantly  reduced for retirement prior to age 55. The changes adopted
in 2000 included:  (i)  elimination of the  significant  reduction for employees
electing to retire before age 55, (ii) the addition of an  altemative  method of
computing  the reduction in benefits for an employee  retiring  prior to age 62,
which  altemative  method is based on years of service  and age with an employee
whose age and  years of  service  total or  exceed 80 at the time of  retirement
receiving no reduction in the  benefits  payable  under the plan,  and (iii) the
ability of an employee at time of retirement to receive,  in lieu of an annuity,
a lump  sum  payment  equal  to the  present  value of the  annuity.  Also,  for
employees  hired after January 31, 2000, the pension plan will be a cash balance
plan, under which the Company annually will contribute to the employee's account
an  amount  equal  to 5% of the  employee's  annual  compensation  plus  accrued
interest.  Employees  hired prior to February 1, 2000 receive the greater of the
cash balance formula or final average compensation formula.  Retirement benefits
are payable to participants upon normal retirement (at or after age 65) or early
retirement (at or after  attaining age 55 and  completing  five or more years of
service),  to former employees after reaching  retirement age who have completed
five or more  years  of  service  before  terminating  their  employment  and to
participants after reaching retirement age upon total and permanent  disability.
As indicated  above,  the benefits payable under the Plan are subject to maximum
limitations  under  ERISA.  Should  benefits  for a  participant  at the time of
retirement  exceed  the  then  permissible   limits  of  ERISA,  the  Retirement
Restoration  Plan  will  provide   benefits  through  a  lump-sum   distribution
actuarially  equivalent  to the  amounts  that would  have been  payable to such
participant  annually  under the Retirement  Plan but for the ERISA limits.  The
Company and OG&amp;E fund the estimated  benefits  payable under the  Retirement
Restoration  Plan  through  contributions  to a trust for the  benefit  of those
employees  who  will be  entitled  to  receive  payments  under  the  Retirement
Restoration Plan.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The     following
table sets forth the estimated  annual benefits  payable upon normal  retirement
under the  Retirement  Plan and  Retirement  Restoration  Plan to persons in the
compensation classification specified.
<HR SIZE=1 WIDTH=100% NOSHADE>

<PRE>
   Average                               Years of Service at Retirement
 Compensation  --------------------------------------------------------------------------------
5 Highest Years    10        15        20        25        30        35        40        45
===============================================================================================

   $  100,000    $ 13,157  $ 19,735  $ 26,314  $ 32,892  $ 39,470  $ 46,049  $ 52,627  $ 59,206
      125,000      16,907    25,360    33,814    42,267    50,720    59,174    67,627    76,081
      150,000      20,657    30,985    41,314    51,642    61,970    72,299    82,627    92,956
      175,000      24,407    36,610    48,814    61,017    73,220    85,424    97,627   109,831
      200,000      28,157    42,235    56,314    70,392    84,470    98,549   112,627   126,706
      225,000      31,907    47,860    63,814    79,767    95,720   111,674   127,627   143,581
      250,000      35,657    53,485    71,314    89,142   106,970   124,799   142,627   160,456
      300,000      43,157    64,735    86,314   107,892   129,470   151,049   172,627   194,206
      350,000      50,657    75,985   101,314   126,642   151,970   177,299   202,627   227,956
      400,000      58,157    87,235   116,314   145,392   174,470   203,549   232,627   261,706
      450,000      65,657    98,485   131,314   164,142   196,970   229,799   262,627   295,456
      500,000      73,157   109,735   146,314   182,892   219,470   256,049   292,627   329,206
      550,000      80,657   120,985   161,314   201,642   241,970   282,299   322,627   362,956
      600,000      88,157   132,235   176,314   220,392   264,470   308,549   352,627   396,706
      650,000      95,657   143,485   191,314   239,142   286,970   334,799   382,627   430,456
      700,000     103,157   154,735   206,314   257,892   309,470   361,049   412,627   464,206
      750,000     110,657   165,985   221,314   276,642   331,970   387,299   442,627   497,956
      800,000     118,157   177,235   236,314   295,392   354,470   413,549   472,627   531,706
      850,000     125,657   188,485   251,314   314,142   376,970   439,799   502,627   565,456
      900,000     133,157   199,735   266,314   332,892   399,470   466,049   532,627   599,206
      950,000     140,657   210,985   281,314   351,642   421,970   492,299   562,627   632,956
    1,000,000     148,157   222,235   296,314   370,392   444,470   518,549   592,627   666,706
</PRE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As   of  December
31,  2000,  the  credited  years of service  for the  individuals  listed in the
Summary Compensation Table on page 14 are as follows: S. E. Moore - 26 years; A.
M. Strecker - 29 years; R.A. Farrell - 11 years; J. R. Hatfield - 6 years and J.
T. Coffman - 30 years.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 1993, OG&amp;E
adopted a Supplemental  Executive  Retirement Plan (the "SERP").  The SERP is an
unfunded  supplemental plan that is not subject to the benefits limit imposed by
ERISA. The plan generally  provides for an annual  retirement  benefit at age 65
equal to 65% of the participant's  average cash  compensation  during his or her
final 36 months of employment,  reduced by Social Security benefits,  by amounts
payable  under the  Retirement  and  Restoration  Plans  described  above and by
amounts received under pension plans from other employers.  For a participant in
the SERP who  retires  before  age 65,  the 65%  benefit  is  reduced,  with the
reduction  being 1% per year for ages 62 through 64, an  additional  2% per year
for ages 60 through 61, an  additional 4% per year for ages 58 through 59 and an
additional 6% per year for ages 55 through 57, so that a participant retiring at
age 55 would  receive 32% of his average cash  compensation  during his final 36
months,  reduced by the deductions set forth above.  If selected to participate,
none of the individuals  listed in the Summary  Compensation Table on page 14 is
expected to receive benefits under the SERP at normal retirement as the benefits
payable to such  individuals  under the  Retirement  and  Restoration  Plans are
expected to exceed the benefits payable under the SERP.</P><BR>

<P ALIGN=LEFT><B>CHANGE OF CONTROL ARRANGEMENTS</B>
<HR SIZE=1 WIDTH=100% NOSHADE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  Company  and
OG&amp;E  have  entered  into  employment  agreements  with each  officer of the
Company and OG&amp;E. Under the agreements, the officer is to remain an employee
for a  three-year  period  following  a change of  control of the  Company  (the
"Employment  Period").  During the Employment Period, the officer is entitled to
(i) an annual  base salary in an amount at least equal to his or her base salary
prior to the change of control, (ii) an annual bonus in an amount at least equal
to his or her  highest  bonus in the three years prior to the change of control,
and (iii)  continued  participation  in the incentive,  savings,  retirement and
welfare  benefit plans.  The officer also is entitled to payment of expenses and
provision of fringe  benefits to the extent paid or provided to (a) such officer
prior to the change of control or (b) other peer executives of the Company.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If,   during  the
Employment  Period,  the officer's  employment is terminated by the employer for
reasons  other than cause or  disability  or by such  officer due to a change in
employment responsibilities,  the officer is entitled to the following payments:
(i) all accrued and unpaid  compensation  and (ii) a severance  payment equal to
2.99 times the sum of such  officer's  (a) annual  base  salary and (b)  highest
recent annual bonus. The officer also is entitled to continued  welfare benefits
for three  years and  outplacement  services.  If the  payment of the  foregoing
benefits,  when taken  together  with any other  payments to the officer,  would
result in the  imposition of the excise tax on excess  parachute  payments under
Section  4999 of the  Internal  Revenue  Code of  1986,  as  amended,  then  the
severance  benefits  will be  reduced  if such  reduction  results  in a greater
after-tax  payment to the  officer.  The  officer is  entitled  to receive  such
amounts in a lump-sum payment within 30 days of termination. A change of control
encompasses  certain mergers and  acquisitions,  changes in Board membership and
acquisition of securities of the Company.</P>

<P ALIGN=LEFT><FONT SIZE=4><B>COMPANY STOCK PERFORMANCE</B></FONT>
<HR SIZE=1 WIDTH=100% NOSHADE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The     following
graph shows a five-year comparison of cumulative total returns for the Company's
Common  Stock,  the Dow Jones US Total Market  Index and the Dow Jones  Electric
Index.  The graph  assumes  that the value of the  investment  in the  Company's
Common Stock and each index was 100 at December 31, 1995, and that all dividends
were reinvested.</P>


<P ALIGN=CENTER>[Graph]</P>


<PRE>
                           OGE        Dow Jones         Dow Jones
 Measurement Period       Energy      US Total          Electric
(Fiscal Year Covered)      Corp.     Market Index     Utilities Index
---------------------     ------     ------------     ---------------
        1995               100           100               100
        1996               103           122               102
        1997               144           160               131
        1998               160           200               151
        1999               111           246               128
        2000               152           223               204
</PRE>

<P ALIGN=LEFT><FONT SIZE=4><B>SECURITY OWNERSHIP</B></FONT>
<HR SIZE=1 WIDTH=100% NOSHADE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The     following
table  shows the number of shares of the  Company's  Common  Stock  beneficially
owned on March 1, 2001,  by each  Director,  by each of the  Executive  Officers
named in the  compensation  table on page 14, and by all Executive  Officers and
Directors as a group:</P>

<PRE>
                                             Number of Common Shares(1)(2)(3)

     Herbert H. Champlin                                24,073
     Luke R. Corbett                                     9,333
     William E. Durrett                                 14,124
     Martha W. Griffin                                  14,402
     H. L. Hembree, III                                 48,379
     Robert Kelley                                      11,682
     Bill Swisher                                       61,160
     Ronald H. White                                    15,695
     J.D. Williams                                         500
     S.E. Moore                                        265,620
     A.M. Strecker                                     143,868
     R.A. Farrell                                       65,663
     J.R. Hatfield                                      45,270
     J.T. Coffman                                       48,893

     All Executive Officers and                        972,295
     Directors as a group
     (22 persons)
-----------------

(1)  Ownership by each executive officer is less than .34% of the class, by each
     director  other than Mr.  Moore is less than .08% of the class and, for all
     executive  officers  and  directors  as a group,  is less than 1.25% of the
     class.  Amounts shown include shares for which,  in certain  instances,  an
     individual has disclaimed beneficial interest.  Amounts shown for executive
     officers include 699,468 shares of Common Stock representing their interest
     in shares held under the Company&#146;s Retirement Savings Plan, Restricted
     Stock Plan, and Stock  Incentive  Plan for which in certain  instances they
     have voting power but not investment power.

(2)  Amounts shown for Messrs.  Champlin,  Corbett,  Durrett,  Hembree,  Kelley,
     Swisher and White,  and for Mrs.  Griffin include,  22,103,  9,066,  9,764,
     29,923, 10,682, 47,678, 13,695, and 8,742 common stock units, respectively,
     under the Directors&#146; Deferred Compensation Plan.

(3)  Includes  shares subject to stock options granted under the Company's Stock
     Incentive  Plan,  exercisable  within 60 days  following  March 1, 2001, as
     follows:  Mr. Moore,  178,466  shares;  Mr.  Strecker,  81,866 shares;  Mr.
     Farrell,  48,666 shares;  Mr.  Hatfield,  29,232 shares;  and Mr.  Coffman,
     28,832 shares.
</PRE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The information
on share  ownership is based on information  furnished to us by the  individuals
listed above and all shares listed are beneficially  owned by the individuals or
by members of their immediate family unless otherwise indicated.</P><BR>



<P ALIGN=LEFT><B>SECTION 16(a) BENEFICIAL OWNERSHIP<BR>
REPORTING COMPLIANCE</B>
<HR SIZE=1 WIDTH=100% NOSHADE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under     federal
securities  laws,  our directors and executive  officers are required to report,
within specified  monthly and annual due dates,  their initial  ownership in the
Company's  common  stock  and  subsequent  acquisitions,  dispositions  or other
transfers of interest in such securities. We are required to disclose whether we
have knowledge that any person required to file such a report may have failed to
do so in a timely manner.  To our  knowledge,  all of our directors and officers
subject to such reporting obligations have satisfied their reporting obligations
in full for 2000.</P>


<P ALIGN=LEFT><B>RELATIONSHIP WITH INDEPENDENT<BR>
PUBLIC ACCOUNTANTS</B>
<HR SIZE=1 WIDTH=100% NOSHADE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During  2000, the
Company and Oklahoma Gas and Electric Company engaged Arthur Andersen LLP as its
independent  public  accountants.  The Board of Directors has  appointed  Arthur
Andersen LLP as the independent  public accountants for the Company and OG&amp;E
for 2001.  Representatives  of Arthur Andersen LLP will be present at the Annual
Meeting of Shareowners and will have the opportunity to make a statement if they
so desire.  Such  representatives  will be available  to respond to  appropriate
questions from shareowners at the meeting.</P>

<P ALIGN=LEFT><B>SHAREOWNER PROPOSALS</B>
<HR SIZE=1 WIDTH=100% NOSHADE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any    shareowner
proposal  intended to be included in the proxy  statement for the Annual Meeting
in 2002  must be  received  by the  Company  on or  before  November  30,  2001.
Proposals  received by that date,  deemed to be proper for  consideration at the
Annual  Meeting and  otherwise  conforming  to the rules of the  Securities  and
Exchange Commission, will be included in the 2002 proxy statement.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If  you intend to
submit a shareowner proposal for consideration at the Annual Meeting, but do not
want it  included  in the  proxy  statement,  you  must  follow  the  procedures
established  by our  By-laws.  These  procedures  require  that you notify us in
writing of your proposal. Your notice must be received by the Secretary at least
90 days prior to the meeting and must contain the following information:</P>
<UL>
<LI> a brief  description  of the business you desire to bring before the Annual
Meeting and your reasons for conducting such business at the Annual Meeting<BR><BR>

<LI>your name and address<BR><BR>

<LI>the number of shares of Common Stock which you beneficially own<BR><BR>

<LI>any material interest you may have in the business being proposed.
</UL><BR>


<P ALIGN=LEFT><B>LOCATION OF OKLAHOMA CITY MARRIOTT HOTEL</B>
<HR SIZE=1 WIDTH=100% NOSHADE>

<P ALIGN=CENTER>[Map]</P><BR><BR>


<P ALIGN=LEFT><I>APPENDIX A</I></P>
<P ALIGN=CENTER><B>CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF<BR>
DIRECTORS OF OGE ENERGY CORP.</B>
<HR SIZE=1 WIDTH=100% NOSHADE>

<P ALIGN=LEFT><I>Organization</I><BR>
This  Charter  governs the  operations  of the Audit  Committee  of the Board of
Directors of OGE Energy Corp.  (the  &#147;Company&#148;).  The Committee  shall
review and reassess the Charter at least  annually  and  recommend  any proposed
changes to the Board for its approval.  The Committee  shall be appointed by the
Board of Directors and shall comprise at least three  directors.  The members of
the Audit Committee shall meet the independence  and experience  requirements of
the New York Stock Exchange.</P>

<P ALIGN=LEFT><I>Statement of Policy</I><BR>
The Audit  Committee is to assist the Board of Directors in monitoring:  (1) the
integrity of the financial  statements of the Company, (2) the compliance by the
Company with legal and  regulatory  requirements  and (3) the  independence  and
performance  of the  Company&#146;s  internal and  independent  auditors.  In so
doing,  the  Committee  shall seek to maintain open  communications  between the
Committee,  independent  auditors,  the internal  auditors and management of the
Company.  In  discharging  its role,  the  Committee may retain  special  legal,
accounting or other  consultants  to advise the Committee.  The Audit  Committee
also may request  any  officer or employee of the Company or the  Company&#146;s
outside  counsel or independent  auditor to attend a meeting of the Committee or
to meet with any members of, or consultants to, the Committee.</P>

<P ALIGN=LEFT><I>Responsibilities and Processes</I><BR>
The  primary   responsibility   of  the  Audit   Committee  is  to  oversee  the
Company&#146;s financial reporting process on behalf of the Board and report the
results of its  activities  to the Board.  The  Committee  in  carrying  out its
responsibilities believes its policies and procedures should remain flexible, in
order to best react to changing  conditions  and  circumstances.  The  Committee
should  take  appropriate  actions to set the  overall  corporate  standard  for
quality  financial  reporting,   sound  business  risk  practices,  and  ethical
behavior.</P>

<P ALIGN=LEFT>The  following shall be the principal  recurring  processes of the
Audit  Committee in carrying out its  responsibilities.  The  processes  are set
forth as a guide with the  understanding  that the Committee may supplement them
as appropriate.</P>
<UL>
<LI>The  Committee  shall have a clear  understanding  with  management  and the
independent auditors that the independent auditors are ultimately accountable to
the Board and the Audit  Committee.  The Committee shall evaluate  together with
the Board the performance of the  independent  auditors and, if so determined by
the Audit Committee,  recommend that the Board replace the independent auditors.
The Committee shall review the written  materials from the independent  auditors
regarding the  auditors&#146;  independence that is required by the Independence
Standards  Board and shall  discuss with the auditors  their  independence  from
management.  If determined by the Audit  Committee,  the Audit  Committee  shall
recommend  that the  Board  take  appropriate  action to  satisfy  itself of the
independence of the auditors. Annually, the Committee shall review and recommend
to the Board the selection of the Company&#146;s  independent auditors and shall
review  the  appointments  and  replacement  of  the  senior  internal  auditing
executive.<BR><BR>

<LI>The  Committee shall discuss with the internal  auditors and the independent
auditors the overall scope and plans for their respective audits,  including the
adequacy of staffing and  compensation.  Also, the Committee  shall discuss with
management,  the internal auditors and the independent auditors the adequacy and
effectiveness   of  the  accounting  and  financial   controls,   including  the
Company&#146;s  system to monitor and manage  business  risk, and to comply with
laws,  regulations and related Company  policies.  Further,  the Committee shall
meet separately with the internal  auditors and the independent  auditors,  with
and without management  present,  to discuss the results of their  examinations.
<BR><BR>

<LI>The Committee shall review the interim financial  statements with management
and the independent auditors prior to the filing of the Company&#146;s Quarterly
Report on Form 10-Q.  Also,  the  Committee  shall  discuss  the  results of the
quarterly  review  and any other  matters  required  to be  communicated  to the
Committee  by  the  independent   auditors  under  generally  accepted  auditing
standards.  The chair of the Committee,  or a member of the Committee designated
by the chair  with the  approval  of the  Committee,  may  represent  the entire
Committee for the purposes of this review.<BR><BR>

<LI>The Committee shall review with management and the independent  auditors the
financial statements to be included in the Company&#146;s  Annual Report on Form
10-K (or the annual report to shareholders if distributed prior to the filing of
Form 10-K), including the matters required to be discussed by Statement on Audit
Standards  No.  61 as well as the  adequacy  of  internal  controls  that  could
significantly  affect  the  Company&#146;s   financial  statements.   Also,  the
Committee  shall  discuss the results of the annual audit and any other  matters
required to be communicated  to the Committee by the independent  auditors under
generally accepted auditing standards.<BR><BR>
</UL>

<P ALIGN=LEFT>While  the Audit Committee has the responsibilities and powers set
forth in this  Charter,  it is not the duty of the  Audit  Committee  to plan or
conduct audits or to determine that the Company&#146;s  financial statements are
complete and accurate and are in accordance with generally  accepted  accounting
principles.  This is the responsibility of management, the internal auditors and
the independent auditors.</P>

<P ALIGN=CENTER><B>A-1</B></P><BR><BR>



<PRE>
                                                                OGE ENERGY CORP.
                                                   Annual Meeting of Shareowners
          [LOGO]                                                    May 24, 2001

P         The undersigned hereby appoints Steven E. Moore,  Herbert H. Champlin,
     and H.L.  Hembree  III,  and each of them  severally,  with  full  power of
R    substitution  and with full power to act with or without the other,  as the
     proxies of the  undersigned to represent and to vote all shares of stock of
O    OGE Energy Corp.  held of record by the  undersigned  on March 26, 2001, at
     the Company's Annual Meeting of Shareowners to be held on May 24, 2001, and
X    at all adjournments thereof, on all matters coming before said meeting.

Y      <B>THIS PROXY,  WHICH IS  SOLICITED  BY THE BOARD OF  DIRECTORS,  WILL BE
     VOTED AS DIRECTED.  IF NO  DIRECTION IS MADE,  THIS PROXY WILL BE VOTED FOR
     THE ELECTION AS DIRECTORS OF THE NOMINEES NAMED ON THE REVERSE SIDE OF THIS
     PROXY CARD.</B>

                                                                ----------------
                                                                SEE REVERSE SIDE
                                                                ----------------




PLEASE DATE AND SIGN EXACTLY AS NAME APPEARS BELOW.  EACH JOINT OWNER SHOULD SIGN. ATTORNEY,     Please mark your votes as   /X/
EXECUTOR,  ADMINISTRATOR,  TRUSTEE OR OTHERS SIGNING IN A REPRESENTATIVE CAPACITY SHOULD         indicated in this example
GIVE THEIR FULL TITLES.


------------------------------------------------------------------------------------------------------------------------------------
<B>The Board recommends a vote FOR the election as directors of the nominees named below.</B>
------------------------------------------------------------------------------------------------------------------------------------
1. Election of Directors:                                                        2. In their discretion, the proxies are  authorized
   NOMINEES:                    FOR all NOMINEES / /     WITHHOLD AUTHORITY / /     to vote upon such other business as may properly
   01 Luke R. Corbett;        (list exceptions below)   to vote for all nominees.   come before the meeting.
   02 Robert Kelley; and
   03 J.D. Williams
                                                                                    DISCONTINUE MAILING  / /  I WILL ATTEND THE / /
                                                                                    OF DUPLICATE ANNUAL       ANNUAL MEETING.
                                                                                    REPORT

---------------------------------------------------------------------------------
<B><I>Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the line above.</I></B>
------------------------------------------------------------------------------------------------------------------------------------


X                                                 /      /2001      X                                                   /      /2001
--------------------------------------------------------------      ----------------------------------------------------------------
             Signature of Shareowner                Date                         Signature of Shareowner                  Date




<B>OGE ENERGY CORP.
321 North Harvey Avenue
Oklahoma City, OK 73102
                               Admission Ticket
                             RETAIN FOR ADMITTANCE


                               Annual Meeting of
                          OGE Energy Corp. Shareowners
                        Thursday, May 24, 2001 10:00 a.m.
                          Oklahoma City Marriott Hotel
                           3233 Northwest Expressway
                            Oklahoma City, Oklahoma</B>


<B>EAST BOUND I-44:</B> Exit I-44 East to Highway '3' (Grand Boulevard),
continuing in a northerly direction approximately 1-1/2 miles,
exit right onto Highway '3A' East (Northwest Expressway), proceed
approximately 1/4 mile, turn left on Independence, turn right to
Marriott Hotel.

                                                                          {MAP}

<B>WEST BOUND I-44:</B> Exit left I-44 West 'Exit 125C' to Highway '3A'
(Northwest Expressway), turn right onto Highway '3A' (Northwest
Expressway), continue in the northwesterly direction approximately
2 miles, turn right to Marriott Hotel.




                                       <B>YOUR VOTE IS IMPORTANT
                                      VOTE BY INTERNET / TELEPHONE
                                      24 HOURS A DAY, 7 DAYS A WEEK

           INTERNET                         TELEPHONE                             MAIL
           --------                         ---------                             ----
      www.proxyvoting.com/oge            1-800-840-1208</B>

o Go to the website address listed      o Use any touch-tone telephone.      o Mark, sign and date your proxy
  above.                                o Have your proxy card ready.          card.
o Have your proxy card ready.       <B>OR</B>  o Enter your Control Number      <B>OR</B>  o Detach your proxy card.
o Enter your Control Number               located in the box below.          o Return your proxy card in the
  located in the box below.             o Follow the simple recorded           postage-paid envelope provided.
o Follow the simple instructions          instructions.
  that appear on your computer
  screen.

Your Internet or telephone vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.

                                  CALL TOLL-FREE TO VOTE
                                      <B>1-800-840-1208

NOTE: If you vote by telephone or Internet, THERE IS NO NEED TO MAIL BACK your
        PROXY CARD.

      The Internet and Telephone voting facilities will close at 4:00 p.m. E.S.T.
        on May 23, 2001.

                                   THANK YOU FOR VOTING.</B>
</PRE>

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