UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                December 20, 2004


                            BOK FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)


         Oklahoma                    000-19341               73-1373454
(State or other jurisdiction        (Commission           (IRS Employer
        of incorporation)           File Number)         Identification No.)




  Bank of Oklahoma Tower, Boston Avenue at Second Street, Tulsa, Oklahoma 74172
                    (Address of principal executive offices)


               Registrant's telephone number, including area code:
                                 (918) 588-6000


               _____________________N/A___________________________
          (Former name or former address, if changes since last report)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)).

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)).

<PAGE>

                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 1.01.  Entry into a Material Definitive Agreement

BOK Financial Plans to Acquire Phoenix-based Valley Commerce Bancorp

     On December 20, 2004, BOK Financial entered into a definitive merger
agreement to acquire Phoenix based Valley Commerce Bancorp Ltd. and its Valley
Commerce Bank subsidiary, giving the regional financial services company its
first full-service banking presence in the nation's sixth largest city.
Additional information regarding this agreement may be found at Exhibit 99 (a)
Text of Press Release dated December 21, 2004 and at Exhibit 10(a) Definitive
Merger Agreement.


ITEM 9.01 Financial Statement and Exhibits

(c)      Exhibits

99.1 Text of Press Release, dated December 21, 2004, titled "BOK Financial Plans
to Acquire Phoenix-based Valley Commerce Bancorp".

10.1 Merger Agreement, dated December 20, 2004, between BOK Financial
Corporation, BOKF Merger Corporation Number Eight, Valley Commerce Bank, and
Valley Commerce Bancorp, Ltd.



                                   Signatures

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 hereunto duly authorized.




                                             BOK FINANCIAL CORPORATION

                                             By:  /s/  Steven E. Nell
                                             ----------------------------
                                             Steven E. Nell
                                             Executive Vice President
                                             Chief Financial Officer




Date:  December 21, 2004


<PAGE>

                                  Exhibit Index




Exhibit No.      Description

99.1 Text of Press Release, dated December 21, 2004, titled "BOK Financial Plans
to Acquire Phoenix-based Valley Commerce Bancorp".

10.1 Merger Agreement, dated December 20, 2004 between BOK Financial
Corporation, BOKF Merger Corporation Number Eight, Valley Commerce Bank, and
Valley Commerce Bancorp, Inc.
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{"company-data": {"conformed-name": "BOK FINANCIAL CORP ET AL", "cik": "0000875357", "assigned-sic": "6021", "irs-number": "731373454", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19341", "film-number": "041220631"}, "business-address": {"street1": "BANK OF OKLAHOMA TOWER", "street2": "PO BOX 2300", "city": "TULSA", "state": "OK", "zip": "74192", "phone": "9185953025"}, "mail-address": {"street1": "BANK OF OKLAHOMA TOWER", "street2": "P O BOX 2300", "city": "TULSA", "state": "OK", "zip": "74192"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                December 20, 2004

                            BOK FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

         Oklahoma                    000-19341               73-1373454
(State or other jurisdiction        (Commission           (IRS Employer
        of incorporation)           File Number)         Identification No.)

  Bank of Oklahoma Tower, Boston Avenue at Second Street, Tulsa, Oklahoma 74172
                    (Address of principal executive offices)

               Registrant's telephone number, including area code:
                                 (918) 588-6000

               _____________________N/A___________________________
          (Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)).

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)).
INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 1.01.  Entry into a Material Definitive Agreement

BOK Financial Plans to Acquire Phoenix-based Valley Commerce Bancorp

     On December 20, 2004, BOK Financial entered into a definitive merger
agreement to acquire Phoenix based Valley Commerce Bancorp Ltd. and its Valley
Commerce Bank subsidiary, giving the regional financial services company its
first full-service banking presence in the nation's sixth largest city.
Additional information regarding this agreement may be found at Exhibit 99 (a)
Text of Press Release dated December 21, 2004 and at Exhibit 10(a) Definitive
Merger Agreement.

ITEM 9.01 Financial Statement and Exhibits

(c)      Exhibits

99.1 Text of Press Release, dated December 21, 2004, titled "BOK Financial Plans
to Acquire Phoenix-based Valley Commerce Bancorp".

10.1 Merger Agreement, dated December 20, 2004, between BOK Financial
Corporation, BOKF Merger Corporation Number Eight, Valley Commerce Bank, and
Valley Commerce Bancorp, Ltd.

                                   Signatures

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 hereunto duly authorized.

                                             BOK FINANCIAL CORPORATION

                                             By:  /s/  Steven E. Nell
                                             ----------------------------
                                             Steven E. Nell
                                             Executive Vice President
                                             Chief Financial Officer

Date:  December 21, 2004
Exhibit Index

Exhibit No.      Description

99.1 Text of Press Release, dated December 21, 2004, titled "BOK Financial Plans
to Acquire Phoenix-based Valley Commerce Bancorp".

10.1 Merger Agreement, dated December 20, 2004 between BOK Financial
Corporation, BOKF Merger Corporation Number Eight, Valley Commerce Bank, and
Valley Commerce Bancorp, Inc.