SEC Filing | OGE Energy Corporation

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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DELANEY PETER B

(Last)

(First)

(Middle)

P O BOX 321 MC/1110

(Street)

OKLAHOMA CITY

73101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OGE ENERGY CORP [ OGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec VP Finance & Strategic Pl

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Equivalent Units	⁽¹⁾	04/15/2004		A		41.604		⁽²⁾	⁽²⁾	Common Stock	41.604	$26.44	280.756	D

Explanation of Responses:

1. Security converts to common stock on a one-for-one basis.

2. The Common Stock Units were accrued under the Deferred Compensation Plan of OGE Energy Corp. and are to be settled 100% in cash at a specified future date or following termination of service.

	Carla D. Brockman	04/16/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                       POWER OF ATTORNEY

     The undersigned hereby constitutes and appoints each of
Carla D. Brockman and James R. Hatfield, signing singly, the
undersigneds true and lawful attorney-in-fact to:

  (1)  execute for and on behalf of the undersigned, in the
undersigneds capacity as a director and/or officer of OGE
Energy Corp. (the Company), Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange
Act of 1934, as amended, and the rules and regulations
thereunder:

 (11)  do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to
complete and execute any such Form 3, 4 or 5 and timely
file such form with the United States Securities and
Exchange Commission and any stock exchange or similar
authority; and

(111)  take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-
in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve
in his or her discretion.

     The undersigned hereby grants to each attorney-in-fact named
above full power and authority to do and perform any and every
act requisite, necessary or proper to be done in the exercise of
any of the rights and powers herein granted, as fully as the
undersigned could do it personally present, with full power of
substitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such attorney-in-facts substitute
or substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming, nor is the company assuming,
any of the undersigneds responsibilities to comply with Section
16 of the Securities Exchange Act of 1934, as amended.

     This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4
and 5 with respect to the undersigneds holdings of, and
transactions in, securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 6th day of November, 2002.

                        Carla D. Brockman
                        Peter B. Delaney, Pursuant to Power of
                        Attorney being filed herewith