Form 8-K




FORM 8-K


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934




Date of Report (Date of earliest event reported): May 3, 2004




Commission file number 1-12579



OGE ENERGY CORP.
(Exact name of registrant as specified in its charter)


Oklahoma
(State or other jurisdiction of
incorporation or organization)
73-1481638
(I.R.S. Employer
Identification No.)


321 North Harvey
P.O. Box 321
Oklahoma City, Oklahoma 73101-0321
(Address of principal executive offices)
(Zip Code)

405-553-3000
(Registrant’s telephone number, including area code)



Item 5. Other Events

        Institutional Shareholder Services (“ISS”) requested that OGE Energy Corp. (the “Company”) provide ISS with additional information about tax fees that the Company paid to its independent auditors, Ernst & Young LLP, reported in its proxy statement for its 2004 Annual Meeting of Stockholders. ISS further requested that the Company publish this information either in a Form 8-K filing or in a press release. The following is the information the Company provided to ISS:

        FEES PAID TO INDEPENDENT AUDITORS

        The following table sets forth additional information concerning fees paid to Ernst & Young LLP for services rendered to the Company for the fiscal year ended December 31, 2003:

        Audit Fees       $             789,326  
        Audit-Related Fees    91,550  
        Tax Fees-Preparation and Compliance     174,338
 
           Total Audit, Audit-Related and Tax  
              Preparation and Compliance Fees    1,055,214
 
 
        Other Non-Audit Fees:    
        Tax Fees-Other (1)       854,256  
        All Other Fees       ---
 
           Total-Other Fees    854,256
 
 
              Total-Fees    $          1,909,470
 

        (1)    Tax Fees-Other includes tax advice for change in tax method of accounting of $478,206, tax assistance with Oklahoma investment tax credits of $338,742 and other tax advice of $37,308.

1

SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  OGE ENERGY CORP.
(Registrant)




  By                                      /s/  Donald R. Rowlett
    Donald R. Rowlett
Vice President and Controller

(On behalf of the registrant and in his
capacity as Chief Accounting Officer)

May 3, 2004

2