FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


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

Oklahoma                                                             73-1373454
(State or other jurisdiction                                   (I.R.S. Employer
of incorporation or organization)                            Identification No.)


Bank of Oklahoma Tower, Tulsa, Oklahoma                                   74172
(Address of Principal Executive Office)                               (Zip code)


                BOK Financial Corporation 2001 Stock Option Plan
                              (Full Title of Plan)


                                Tamara R. Wagman
                            Frederic Dorwart, Lawyers
                                  Old City Hall
                             124 East Fourth Street
                           Tulsa, Oklahoma 74103-5010
                     (Name and Address of agent for service)

                                 (918) 583-9922
          (Telephone number, including area code, of agent for service)


                         Calculation of Registration Fee
--------------------------------------------------------------------------------

Title of     Amount to        Proposed Maximum     Proposed Maximum     Amount
Securities   be registered**  offering price per   aggregate             of
to be                         unit*                offering price*  registration
Registered                                                               fee*
________________________________________________________________________________
Common Stock,
$0.00006 par   1,500,000         $24.00             $36,000,000         $9,000
value


*Estimated pursuant to Rule 457(c).

**In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of interests to be offered
or sold pursuant to the employee benefit plan described herein.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The documents containing the information required by Item 1 of Form S-8
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the Securities Act). Such documents are not
required to be and are not filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 423. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, any of the other
documents required to be delivered to Plan participants pursuant to Rule 428(b),
and any additional information about the Plan and its administrators are
available without charge by contacting:

                            BOK Financial Corporation
                                  P.O. Box 2300
                              Tulsa, Oklahoma 74172
                                 (918) 588-6000
                               Attn: Gregg Jaynes

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         BOK Financial has registered its Common Stock under Section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act"), effective August 13,
1991, and is currently subject to the informational requirements of the Exchange
Act. BOK Financial has been subject to the reporting requirements of the
Exchange Act since August 13, 1991, and, therefore, BOK Financial filed its
first annual report on Form 10-K for the year ending December 31, 1991. The
following documents have been filed with the Securities Exchange Commission
("Commission") by BOK Financial and are hereby incorporated by reference:

         Annual Report on Form 10-K filed with the Commission on March 30, 2001.
         2001 Quarterly Report on Form 10-Q for the three months ended March 31,
2001 filed with the Commission on May 15, 2001.

         The description of BOK Financial's capital stock contained on page 2 in
Registration Statement on Form 10, as amended by filings on Form 8, filed under
the Exchange Act (Registration No. 0-19341), including any amendment or report
filed for the purpose of updating such description.

         All documents subsequently filed by BOK Financial pursuant to Section
13(a), 13(c), 14 and 15 (d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
filing such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein, or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  None.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The Oklahoma Business Corporation Act and Article VI of the Bylaws of
BOK Financial Corporation provide BOK Financial Corporation with broad powers
and authority to indemnify its directors and officers and to purchase and
maintain insurance for such purposes. Pursuant to such statutory and Bylaw
provisions, BOK Financial Corporation has purchased insurance against certain
costs of indemnification of its officers and directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.  EXHIBITS

Exhibit No.

          4.0  BOK Financial Corporation 2001 Stock Option Plan.

          5.0  Opinion of  Frederic  Dorwart,  Lawyers,  regarding  whether  the
               Common  Stock  registered  herein,  when  sold,  will be  legally
               issued, fully paid and non-assessable.

          23.0 Consent of Frederic  Dorwart,  Lawyers  (included  in the Opinion
               filed as Exhibit 5.0).

          23.1 Consent of Ernst & Young L.L.P.

          24.0 Power of Attorney. See pages viii and ix.

          99.0 2000  Annual  Report on Form 10-K  filed with the  Commission  on
               March 30, 2001 is incorporated herein by this reference.

          99.1 2001  Quarterly  Report on Form 10-Q for the three  months  ended
               March 31,  2001  filed  with the  Commission  on May 15,  2001 is
               incorporated herein by this reference.

          99.3 The  description of BOK  Financial's  capital stock  contained on
               page 2 in  Registration  Statement  on Form  10,  as  amended  by
               filings on Form 8, filed under the Exchange Act (Registration No.
               0-19341), including any amendment or report filed for the purpose
               of  updating  such  description  is  incorporated  herein by this
               reference.

ITEM 9.  UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file  during  any  period  in which  offers or sales are being
               made, a post-effective  amendment to this Registration  Statement
               to;

               (i)  include any prospectus  required by Section  10(a)(3) of the
                    Securities Act of 1933;
<PAGE>

               (ii) reflect in the  prospectus any facts or events arising after
                    the effective  date of the  registration  statement (or most
                    recent post-effective amendment thereof) which, individually
                    or in the aggregate,  represent a fundamental  change in the
                    information  set  forth  in  the   registration   statement.
                    Notwithstanding  the foregoing,  any increase or decrease in
                    volume of  securities  offered (if the total dollar value of
                    securities   offered   would  not  exceed   that  which  was
                    registered)  and any  deviation  from the low or high end of
                    the estimated maximum offering range may be reflected in the
                    form of  prospectus  filed with the  Commission  pursuant to
                    Rule 424(b) if, in the aggregate,  the changes in volume and
                    price  represent  no more  than a 20  percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    Calculation  of  Registration  Fee  table  in the  effective
                    registration statement; and

               (iii)include any additional or changed material  information with
                    respect to the plan of distribution not previously disclosed
                    in the  registration  statement or any  material  statement;
                    provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                    do not apply if the information required to be included in a
                    post-effective amendment by those paragraphs is contained in
                    periodic  reports filed with or furnished to the  Commission
                    by the  Registrant  pursuant  to  Section 13 or 15(d) or the
                    Securities  Exchange  Act of 1934 that are  incorporated  by
                    reference in the registration statement.

          (2)  That,  for the purposes of  determining  any liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities offered therein,  and the offering for such securities
               at the time shall be deemed to be the initial bona fide  offering
               thereof.

          (3)  To remove from registration by means of post-effective  amendment
               any of the securities being registered which remain unsold at the
               termination of the offering.

     (b)  The undersigned  Registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under the  Securities  Act of 1933,  each
          filing of the Registrant's  annual report pursuant to Section 13(a) or
          15(d) of the Securities  Exchange Act of 1934 (and, where  applicable,
          each filing of an employee  benefit  plan's annual report  pursuant to
          Section  15(d)  of the  Securities  Exchange  Act  of  1934)  that  is
          incorporated  by  reference  in the  registration  statement  shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities  Act of 1933 may be  permitted to  directors,  officers and
          controlling  persons  of the  Registrant  pursuant  to  the  foregoing
          provisions,  or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against  public  policy as expressed in the Act and is,  therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by  director,  officer or  controlling  person of the
          Registrant  in  the  successful   defense  of  any  action,   suit  or
          proceeding)  is  asserted  by such  director,  officer or  controlling
          person  in  connection  with  the  securities  being  registered,  the
          Registrant  will,  unless in the  opinion of it counsel the matter has
          been  settled  by  controlling   precedent,   submit  to  a  court  of
          appropriate  jurisdiction the question whether such indemnification by
          it is  against  public  policy  as  expressed  in the Act and  will be
          governed by the final adjudication of such issue.

                                   SIGNATURES

Pursuant to the requirement of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tulsa, State of Oklahoma on the 31st
day of May, 2001.

                                    BOK FINANCIAL CORPORATION

                                    By: /s/ Stanley A. Lybarger
                                    Stanley A. Lybarger, Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<PAGE>

Signature                        Title                                  Date

/s/ George B. Kaiser       Chairman of the Board                    May 31, 2001
George B. Kaiser

/s/ Stanley A. Lybarger    President, Chief Executive Officer       May 31, 2001
Stanley A. Lybarger        and Director

/s/ Steven E. Nell         Executive Vice President and             May 31, 2001
Steven E. Nell             Chief Financial Officer

/s/ John C. Morrow         Senior Vice President and Director of    May 31, 2001
John C. Morrow             Financial Accounting and Reporting

/s/ C. Fred Ball, Jr.      Director                                 May 31, 2001
C. Fred Ball, Jr.

/s/ Sharon J. Bell         Director                                 May 31, 2001
Sharon J. Bell

______________________     Director                                 May 31, 2001
Peter Boylan, III

/s/  Joseph E. Cappy       Director                                 May 31, 2001
Joseph E. Cappy

/s/ Luke R. Corbett        Director                                 May 31, 2001
Luke R. Corbett

/s/ William E. Durrett     Director                                 May 31, 2001
William E. Durrett

/s/ James O. Goodwin       Director                                 May 31, 2001
James O. Goodwin

/s/ V. Burns Hargis        Director                                 May 31, 2001
V. Burns Hargis

/s/ Howard Janzen          Director                                 May 31, 2001
Howard Janzen

/s/ E. Carey Joullian, IV  Director                                 May 31, 2001
E. Carey Joullian, IV

/s/ David L. Kyle          Director                                 May 31, 2001
David L. Kyle

/s/ Robert J. LaFortune    Director                                 May 31, 2001
Robert J. LaFortune

/s/ Philip C. Lauinger     Director                                 May 31, 2001
Phillip C. Lauinger, Jr.

_______________________    Director                                 May 31, 2001
John C. Lopez

/s/ Frank A. McPherson     Director                                 May 31, 2001
Frank A. McPherson
<PAGE>

/s/ Steven E. Moore        Director                                 May 31, 2001
Steven E. Moore

_______________________    Director                                 May 31, 2001
J. Larry Nichols

/s/ Ronald J. Norick       Director                                 May 31, 2001
Ronald J. Norick

/s/ Robert L. Parker       Director                                 May 31, 2001
Robert L. Parker

/s/ James W. Pielsticker   Director                                 May 31, 2001
James W. Pielsticker

/s/ James A. Robinson      Director                                 May 31, 2001
James A. Robinson

/s/ L. Francis Rooney, III Director                                 May 31, 2001
L. Francis Rooney, III

/s/ Scott F. Zarrow        Director                                 May 31, 2001
Scott F. Zarrow


<PAGE>


THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma,
as of May 1, 2001.

                           BOKF 2001 STOCK OPTION PLAN


                        By /s/ George B. Kaiser
                        George B. Kaiser, Chairman of the Board of BOK Financial
                        Corporation and Administrator of the BOKF 2001 Plan


                        By /s/ Stanley A. Lybarger
                        Stanley A. Lybarger, President, Chief Executive Officer
                        and  Director of BOK Financial Corporation and
                        Administrator of the BOKF 2001 Plan

<PAGE>


                                POWER OF ATTORNEY


         Each person whose signature appears below hereby authorizes George B.
Kaiser to file one or more amendments (including post-effective amendments) to
the Registration Statement, which amendments may make such changes in the
Registration Statement as Mr. Kaiser deems appropriate, and each such person
hereby appoints George B. Kaiser as attorney-in-fact to execute in the name and
on behalf of each person individually, and in each capacity stated below, any
such amendment to the Registration Statement.


Signature                        Title                                  Date

/s/ George B. Kaiser       Chairman of the Board                    May 31, 2001
George B. Kaiser

/s/ Stanley A. Lybarger    President, Chief Executive Officer       May 31, 2001
Stanley A. Lybarger        and Director

/s/ Steven E. Nell         Executive Vice President and             May 31, 2001
Steven E. Nell             Chief Financial Officer

/s/ John C. Morrow         Senior Vice President and Director of    May 31, 2001
John C. Morrow             Financial Accounting and Reporting

/s/ C. Fred Ball, Jr.      Director                                 May 31, 2001
C. Fred Ball, Jr.

/s/ Sharon J. Bell         Director                                 May 31, 2001
Sharon J. Bell

_____________________      Director                                 May 31, 2001
Peter Boylan, III

/s/  Joseph E. Cappy       Director                                 May 31, 2001
Joseph E. Cappy

/s/ Luke R. Corbett        Director                                 May 31, 2001
Luke R. Corbett

/s/ William E. Durrett     Director                                 May 31, 2001
William E. Durrett

/s/ James O. Goodwin       Director                                 May 31, 2001
James O. Goodwin

/s/ V. Burns Hargis        Director                                 May 31, 2001
V. Burns Hargis

/s/ Howard Janzen          Director                                 May 31, 2001
Howard Janzen

/s/ E. Carey Joullian, IV  Director                                 May 31, 2001
E. Carey Joullian, IV

/s/ David L. Kyle          Director                                 May 31, 2001
David L. Kyle
<PAGE>

/s/ Robert J. LaFortune    Director                                 May 31, 2001
Robert J. LaFortune

/s/ Philip C. Lauinger     Director                                 May 31, 2001
Phillip C. Lauinger, Jr.

_______________________    Director                                 May 31, 2001
John C. Lopez

/s/ Frank A. McPherson     Director                                 May 31, 2001
Frank A. McPherson

/s/ Steven E. Moore        Director                                 May 31, 2001
Steven E. Moore

_______________________    Director                                 May 31, 2001
J. Larry Nichols

/s/ Ronald J. Norick       Director                                 May 31, 2001
Ronald J. Norick

/s/ Robert L. Parker       Director                                 May 31, 2001
Robert L. Parker

/s/ James W. Pielsticker   Director                                 May 31, 2001
James W. Pielsticker

/s/ James A. Robinson      Director                                 May 31, 2001
James A. Robinson

/s/ L. Francis Rooney, III Director                                 May 31, 2001
L. Francis Rooney, III

/s/ Scott F. Zarrow        Director                                 May 31, 2001
Scott F. Zarrow
<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number           Description of Exhibits

     4.0  BOK Financial Corporation 2001 Stock Option Plan

     5.0  Opinion of Frederic  Dorwart,  Lawyers,  regarding  whether the Common
          Stock  registered  herein,  when sold, will be legally  issued,  fully
          paid, and non-assessable

     23.0 Consent of Frederic Dorwart,  Lawyers,  (included in the opinion filed
          as Exhibit 5.0)

     23.1 Consent of Ernst & Young LLP

     24.0 Power of Attorney

<PAGE>

                                       4.0

                            BOK FINANCIAL CORPORATION

                             2001 STOCK OPTION PLAN


                                   May 1, 2001



                  (Adopted by Action of the Board of Directors
                                       of
                 BOK Financial Corporation taken April 24, 2001)


         On June 8, 2001 BOK Financial Corporation registered on Securities and
Exchange Commission Form S-8 pursuant to the Securities Act of 1933, 1,500,000
shares of BOK Financial Corporation Common Stock, $0.00006 par value, for
issuance in connection with the BOKF 2001 Stock Option Plan. This document
constitutes part of a Section 10(a) Prospectus covering the securities that have
been registered under the Securities Act of 1933. The documents constituting the
Section 10(a) Prospectus are held in a file maintained by the Benefits
Department of Human Resources and may be reviewed or obtained, without charge,
upon written or oral request made to the Compensation Department of Human
Resources of Bank of Oklahoma, National Association, P.O. Box 2300, Tulsa,
Oklahoma 74172, telephone number (918) 588-6277.

<PAGE>

                           BOKF 2001 STOCK OPTION PLAN

     (a)  ESTABLISHMENT, PURPOSE AND EFFECTIVE DATE OF PLAN.

          (1)  Establishment.  BOK Financial  Corporation (the  "Corporation" or
               "BOKF"),  an Oklahoma  corporation,  hereby establishes the "BOKF
               2001 Stock  Option  Plan" (the "BOKF 2001  Plan") for  designated
               employees of the  Corporation  and of various direct and indirect
               subsidiaries of the Corporation (collectively, "BOKF").

          (2)  Purpose.  The  purpose  of the BOKF 2001 Plan is to  advance  the
               interests of the Corporation (i) by encouraging and providing for
               the  acquisition of an equity  interest in the Corporation by key
               employees of BOKF and (ii) by enabling BOKF to attract and retain
               the  services of key  employees  whose  judgment,  interest,  and
               special  effort  are  desired  for  the  successful   conduct  of
               operations

          (3)  Effective Date. The BOKF 2001 Plan shall become  effective on May
               1, 2001 (or on such later  date as a  registration  statement  in
               respect  of  the  BOKF  2001  Plan  on  Securities  and  Exchange
               Commission Form S-8 shall become effective).

     (b)  THE 2001 OPTIONS. The options ("2001 Options")  established hereby are
          the right to purchase shares of Common Stock of the Corporation on the
          terms  and  conditions  hereafter  set  forth in this  and  succeeding
          sections of the BOKF 2001 Plan:
<PAGE>

          (1)  The Common Stock  subject to the 2001 Options shall be the Common
               Stock of the  Corporation,  par value  $0.00006  per share ("BOKF
               Common Stock").

          (2)  The Corporation may issue Award Letters (as hereafter defined) at
               any time prior to January 1, 2010

          (3)  The  owners  of  the  2001  Options  shall  be  those   employees
               (hereafter  called a  "Participant")  to whom a  letter  of award
               ("Award  Letter") is  hereafter  delivered by the Chairman of the
               Board and the Chief Executive Officer of the Corporation pursuant
               to the BOKF 2001 Plan.

          (4)  The 2001  Options  owned by each  Participant  shall  entitle the
               Participant,  subject  to the terms  and  conditions  hereof,  to
               purchase  that number of shares of BOKF Common Stock set forth in
               one or more Award Letters  delivered to the Participant from time
               to time ("Participant's 2001 Option Shares").

          (5)  Each Award  Letter  shall bear the date on which the Award Letter
               is issued (the "Award Date").

          (6)  The total number of shares of BOKF Common  Stock  subject to 2001
               Options shall be 1,500,000.

          (7)  If the  employment of a Participant  is terminated for any reason
               and such  Participant  has not  exercised  the 2001  Options with
               respect to any shares,  the Corporation may award 2001 Options in
               respect of such shares to existing  Participants or to additional
               Participants by issuing additional Award Letters prior to January
               1, 2010.
<PAGE>

          (8)  The purchase price of shares subject to the 2001 Options shall be
               the average of the  mid-points  between the highest price and the
               lowest  price at which  trades  occurred  (or,  in the event of a
               single  trade,  the price of such trade) for BOKF Common Stock on
               NASDAQ on the five (5)  trading  days on which at least one trade
               actually  occurs  immediately  preceding  the  date of the  Award
               Letter (the "Option Price").

          (9)  The 2001  Options  may be  exercised  during and only  during the
               period of time commencing on the second  anniversary of the Award
               Date and ending at 5:00 P.M. Tulsa Time on the forty-fifth (45th)
               calendar day thereafter.

          (10) The  2001  Options  may be  exercised  only by  delivering  (i) a
               written  notice of exercise  (stating  the fact that 2001 Options
               are being  exercised,  the Award  Date,  and the number of shares
               being  purchased)  and (ii) payment in full of the purchase price
               of the shares being purchased to the  Compensation  Department of
               Human  Resources  of  Bank  of  Oklahoma,  National  Association.
               Payment shall be made (i) by personal  check of the  Participant,
               (ii) in cash or its equivalent,  or (iii) by tendering  shares of
               BOKF  Common  Stock  having a value equal to the  purchase  price
               based on the closing price quoted for BOKF Common Stock on NASDAQ
               on the trading  day  immediately  preceding  the date of exercise
               (provided such shares of BOKF Common Stock must have been held by
               the Participant for a period in excess of six months),  or (iv) a
               combination of (i), (ii), or (iii).
<PAGE>

          (11) The Corporation shall deliver to the Participant the certificates
               representing the shares purchased pursuant to the exercise of the
               2001 Options within thirty (30) days of the date of exercise.

          (12) BOKF Common  Stock  acquired  pursuant to the 2001 Options may be
               resold only pursuant to the provisions of Section 4 hereof.

     (c)  PROVISIONS  APPLICABLE TO THE 2001 OPTIONS.  The following  provisions
          shall  apply to the 2001  Options  and all BOKF  Common  Stock  issued
          pursuant thereto.

          (1)  Non-Transferability.   The   2001   Options   may  not  be  sold,
               transferred,   pledged,   assigned,  or  otherwise  alienated  or
               hypothecated,  otherwise  than by will or by the laws of  descent
               and distribution.

          (2)  Termination  of 2001 Options Upon  Termination  of  Employment of
               Participant.  If the employment of the  Participant by BOKF shall
               terminate for any reason including death, disability, retirement,
               resignation or involuntary  termination (whether such involuntary
               termination is with or without  cause),  the  Participant's  2001
               Options  shall  automatically   terminate,   to  the  extent  not
               previously exercised, provided:
<PAGE>

               (a)  The  Chairman of the Board and the Chief  Executive  Officer
                    may  in  their  sole  discretion  (which  discretion  may be
                    exercised  without any obligation to provide any explanation
                    for the exercise of such discretion), subject to approval of
                    the  Board  of  Directors  of the  Corporation,  extend  the
                    termination  of the  Participant's  2001  Options in special
                    circumstances.

               (b)  In  the  event  of  the   termination  of  employment  of  a
                    participant   by   reason  of  death  or   disability,   the
                    Participant  (or,  in  the  event  of  death,  the  personal
                    representative  of the  Participant)  may  purchase,  any of
                    Participant's  2001 Option Shares which the  Participant had
                    the right to purchase immediately  preceding the date of the
                    Participant's termination of employment within the period of
                    time such Participant  could have, but for such termination,
                    purchased such 2001 Option Shares.

               (c)  In the event a  Participant's  employment  is  involuntarily
                    terminated by BOKF without cause  (determined  in accordance
                    with Section 3.2.5) and such involuntary termination without
                    cause is within one year of a Change of Control  (as defined
                    in Section 3.2.4),  the Participant may purchase,  within 90
                    days  of  the  date  of  the  Participant's  termination  of
                    employment, all of Participant's 2001 Option Shares (whether
                    vested  or   un-vested,   to  the  extent   not   previously
                    purchased).
<PAGE>

               (d)  A Change of Control shall be deemed to have occurred if, and
                    only if:

                    (a)  George B.  Kaiser,  affiliates  of  George  B.  Kaiser,
                         and/or  members  of the  family  of  George  B.  Kaiser
                         collectively  cease to own more  shares  of the  voting
                         capital  stock of BOKF than any other  shareholder  (or
                         group of shareholders acting in concert to control BOKF
                         to the  exclusion  of George B. Kaiser,  affiliates  of
                         George B. Kaiser, or members of the family of George B.
                         Kaiser); or,

                    (b)  BOKF  shall  cease to own more  than 50% of the  voting
                         capital   stock   of   Bank   of   Oklahoma,   National
                         Association.

               (e)  A Participant  shall be deemed to have been  terminated  for
                    cause if the Board of Directors of BOKF  determines  (in its
                    sole  discretion  provided  only  that  such  discretion  is
                    exercised  with  honesty in fact) that the  Participant  was
                    terminated  by reason of (i) any  failure  to  substantially
                    perform  Participant's  employment  obligations to BOKF in a
                    satisfactory  manner,  (ii) any  intentional  act materially
                    injurious to BOKF,  (iii) any act of moral  turpitude,  (iv)
                    any material dishonest or fraudulent act, or (v) any refusal
                    to  obey  orders  or  instructions   of  the   Participant's
                    appropriate supervisors or seniors.
<PAGE>

               (f)  A  Participant  shall be deemed  employed by BOKF so long as
                    and only so long as the employee is in the employment of BOK
                    Financial  Corporation or a direct or indirect subsidiary of
                    BOK Financial Corporation in which BOK Financial Corporation
                    owns,  directly  or  indirectly,  more  shares of the voting
                    capital  stock  than  any  other  shareholder  (or  group of
                    shareholders acting in concert to control such subsidiary to
                    the exclusion of BOKF).

          (3)  Adjustments.  If there are any changes in the  capitalization  of
               the   Corporation   affecting  the  number  or  kind  (after  the
               recapitalization) of issued and outstanding shares of BOKF Common
               Stock   (existing    immediately   prior   to   the   change   in
               capitalization),  whether such changes  have been  occasioned  by
               reorganization,  combination  of  shares,  declaration  of  stock
               dividends,  stock splits, reverse stock splits,  reclassification
               or recapitalization of such stock, the merger or consolidation of
               the  Corporation  with some other  corporation  or other  similar
               transaction,  then the number and kind of shares then  subject to
               the 2001  Options  and the  price to be paid  therefor,  shall be
               appropriately  adjusted by the  Corporation;  provided,  however,
               that  in no  event  shall  any  such  adjustment  result  in  the
               Corporation being required to sell or issue a fractional share of
               stock.
<PAGE>

          (4)  Waiver of  Shareholder  Rights.  The  Participant or other person
               entitled  to  exercise  2001  Options  shall  have no rights as a
               stockholder  with respect to any shares subject thereto until the
               Participant or such person shall have  exercised the  2001Options
               and shall  thereafter  have  become  the holder of record of such
               shares  and no  adjustment  (except  such  adjustments  as may be
               effected  pursuant to the provisions of Section 3.3 hereof) shall
               be made for  dividends or  distributions  of rights in respect of
               such  shares  for which the  record  date is prior to the date on
               which the  Participant  or such  person so becomes  the holder of
               record.

     (d)  REOFFER OR RESALE OF BOKF STOCK  ACQUIRED  PURSUANT TO EXERCISE OF THE
          2001 OPTIONS. The reoffer or resale of BOKF Common Stock acquired by a
          Participant  pursuant  to the 2001  Options  shall be  subject  to the
          following terms and conditions:

          (1)  Reoffer  or  Resale  by  Affiliate.  If  the  Participant  is  an
               affiliate  of the  Corporation,  the  reoffer  or  resale of BOKF
               Common Stock may be made by the Participant  only (i) by means of
               a  reoffer  prospectus  pursuant  to  an  effective  registration
               statement on Form S-8 or (ii) in accordance  with the  provisions
               of SEC Rule 144 or (iii)  pursuant  to the  determination  of the
               Corporation's   general   counsel  that  there  is  an  available
               exemption under the federal and state securities laws.
<PAGE>

          (2)  Reoffer or Resale by Non-Affiliate.  If the Participant is not an
               affiliate  of the  Corporation,  the  reoffer  or  resale  is not
               subject to  restriction,  except as set forth in  Section  4.3 of
               this BOKF 2001 Plan.

          (3)  Prior  Approval of Counsel.  Prior to reoffering or reselling any
               BOKF  Common  Stock  acquired  pursuant  to a  2001  Option,  the
               Participant  shall advise the  Compensation  Department  of Human
               Resources of Bank of Oklahoma,  National  Association which shall
               refer  the  matter  to the  Corporation's  general  counsel.  The
               Corporation's   general  counsel  shall  determine   whether  the
               Participant  is an affiliate or a  non-affiliate  of BOKF. If the
               Corporation's  general  counsel  determines   Participant  is  an
               affiliate,  the Participant  shall offer and sell the BOKF Common
               Stock only as provided by Section 4.1.

          (4)  Reoffer Prospectus. BOKF shall use its reasonable best efforts to
               provide any  Participant  who is an affiliate and desires to sell
               BOKF Common Stock with a reoffer prospectus at reasonable times.
<PAGE>

     (e)  NOT AN EMPLOYMENT AGREEMENT.  This BOKF 2001 Plan is not an employment
          agreement.  Nothing  contained  herein  shall be construed to limit or
          restrict the right of BOKF to terminate the  Participant's  employment
          or  services  at any time,  with or without  cause,  or to increase or
          decrease the Participant's compensation.

     (f)  MISCELLANEOUS PROVISIONS. The following miscellaneous provisions shall
          apply to the BOKF 2001 Plan:

          (1)  This  BOKF  2001  Plan is made  and  executed  in  Tulsa  County,
               Oklahoma.

          (2)  This BOKF 2001 Plan  shall be  subject  to,  and  interpreted  in
               accordance with, the laws of the State of Oklahoma.

          (3)  This  BOKF  2001  Plan is the  entire  agreement  of the  parties
               respecting  the  subject  matter  hereof.   There  are  no  other
               agreements,  whether  oral or  written,  respecting  the  subject
               matter hereof.

          (4)  Rights and  obligations  arising under the BOKF 2001 Plan may not
               be assigned.

     (g)  ADDITIONAL INFORMATION.

          (1)  ERISA Not  Applicable.  The BOKF 2001 Plan is not  subject to the
               provisions of the Employee Retirement Income Security Act.

          (2)  No Reports to  Participants.  No reports  shall be required to be
               delivered  to  the   Participants  as  to  the  status  of  their
               participation in the BOKF 2001 Plan.  However,  a Participant may
               contact the Compensation Department of Human Resources of Bank of
               Oklahoma,  National Association to determine the number of shares
               unexercised  by the  Participant  under such  Participant's  2001
               Options and the last date on which such options may be exercised.
<PAGE>

          (3)  Tax Effects.  The BOKF 2001 Plan is not  qualified  under Section
               401(a) at the Internal  Revenue Code. The tax effects of the BOKF
               2001 Plan are:

               (a)  BOKF will be entitled to an income tax deduction at the date
                    of exercise  of the 2001  Options by the  Participants.  The
                    amount of the deduction  will be equal to the spread between
                    the fair  market  value of the  option  stock (as  quoted by
                    NASDAQ) and the Option Price.

               (b)  Participants  will recognize  income at the date of exercise
                    of the 2001  Options  in an  amount  equal to the  deduction
                    allowed  to  BOKF,  as  defined  in  Section  7.3.1.  Income
                    recognized  due to the  exercise  of a 2001  Option  will be
                    subject to withholding  and reported to the employee on form
                    W-2.  Participants will not be subject to any further income
                    recognition until a taxable transaction occurs involving the
                    purchased stock. The basis in the stock is equal to the fair
                    market   value  at  the  date  of   exercise,   and   future
                    transactions will be subject to capital asset rules.
<PAGE>

          (4)  Administration  of the BOKF 2001 Plan.  The Chairman of the Board
               and the Chief Executive Officer of BOKF shall designate  (subject
               to approval of the Board of Directors, acting by a vote of, or of
               a  committee  of two or more of the  Board of  Directors  of BOKF
               consisting of, members who are Non-Employee  Directors within the
               meaning  of SEC Rule  16b-3(b)(3))  those  employees  of BOKF who
               shall be  Participants  and the number of shares  subject to each
               such  Participant's  2001  Options.  The  members of the Board of
               Directors of the Corporation  are elected by the  stockholders of
               the  Corporation.  The  Chairman  of  the  Board  and  the  Chief
               Executive Officer are elected by the Board of Directors.

          (5)  Eligibility to Participate. All employees of BOKF are eligible to
               be designated as Participants.  Participants  shall be designated
               based  upon  a  subjective   determination  of  the  present  and
               potential  contributions  of the  employee  to the success of the
               business of the Corporation.

          (6)  Shares to be Issued. The shares of BOKF Common Stock to be issued
               pursuant to the exercise of the 2001  Options  shall be shares of
               authorized but unissued Common Stock of the Corporation.

          (7)  No Liens or Charges. No lien or other charge may be placed on the
               2001 Options.

          (8)  Incorporation of Certain Documents by Reference.  The Corporation
               is  subject  to the  information  reporting  requirements  of the
               Securities  Exchange  Act of 1934 and, in  accordance  therewith,
               files  reports  and other  information  with the  Securities  and
               Exchange Commission (the  "Commission").  The following documents
               filed with the  Commission are  incorporated  in this part of the
               Section 10(a) Prospectus by reference:
<PAGE>

               (a)  Registration  Statement  on  Form  S-1  and  the  Prospectus
                    included therein  (Registration No.  33-40950),  as amended,
                    filed under the  Securities  Act of 1933 with the Commission
                    and declared effective on August 13, 1991.

               (b)  Registration   Statement  on  Form  10   (Registration   No.
                    0-19341),  filed under the Exchange Act with the Commission,
                    and subsequent amendments thereto filed on Form 8.

               (c)  Information  Statement and Prospectus  Supplement filed with
                    the Commission on November 20, 1991,  under the Exchange Act
                    and also under the Securities Act of 1933.

               (d)  Quarterly  Report on Form 10-Q for the  three  months  ended
                    March 31, 2001 filed with the Commission on May __, 2001.

               (e)  The  description of BOKF's capital stock contained on page 2
                    in the  Registration  Statement  on Form 10, as  amended  by
                    filings   on  Form  8,   filed   under  the   Exchange   Act
                    (Registration  No.  0-19341),  including  any  amendment  or
                    report filed for the purpose of updating such description.
<PAGE>

               (f)  2000 Annual Report on Form 10-K filed with the Commission on
                    March 30, 2001.  Additionally,  all  documents  subsequently
                    filed by the Corporation  pursuant to Sections 13(a), 13(c),
                    14, and 15(d) of the Securities  Exchange Act of 1934, prior
                    to the filing of a post-effective  amendment which indicates
                    that  all  securities   offered  have  been  sold  or  which
                    deregisters all securities then remaining  unsold,  shall be
                    deemed to be incorporated by reference in this  Registration
                    statement  and to be part thereof from the date of filing of
                    such documents.

                    All documents  incorporated by reference in this part of the
                    Section 10(a) Prospectus and all other documents required to
                    be  delivered  to  employees  pursuant to Rule 428(b) of the
                    Securities Act of 1933 may be obtained, without charge, upon
                    written or oral request to the  Compensation  Department  of
                    Human Resources of Bank of Oklahoma, National Association at
                    P.O. Box 2300, Tulsa, Oklahoma 74192, telephone number (918)
                    588-6547.  Any  additional  information  about the BOKF 2001
                    Plan  or  its   administrators   may  also  be  obtained  by
                    contacting the Compensation Department of Human Resources of
                    Bank of Oklahoma, National Association.


                                                     Adopted by action of the
                                                     Board of Directors of BOKF
                                                     Financial Corporation taken
                                                     April 24, 2001.

                                        /s/ Frederic Dorwart
                                        Frederic Dorwart, Secretary to the Board

<PAGE>

                                       5.0

June 8, 2001



BOK Financial Corporation
Bank of Oklahoma Tower
P.O. Box 2300
Tulsa, OK  74192



     Re:  BOK Financial Corporation SEC Registration  Statement on Form S-8: BOK
          Financial  Corporation  (Trading Symbol "BOKF"):  1,500,000  Shares of
          BOKF  Common  Stock  to  be  Issued  Pursuant  to  the  BOK  Financial
          Corporation 2001 Stock Option Plan.


Ladies and Gentleman:

         I have acted as counsel to BOK Financial Corporation ("BOKF") in
connection with BOKF's Registration Statement on Form S-8 being filed on or
about June 8, 2001 with the Securities and Exchange Commission which respect to
the shares of Common Stock (the "Common Stock"), $0.00006 par value, of BOKF,
authorized for issuance under the BOKF 2001 Plan. I have reviewed BOKF's
Registration Statement on Form S-8, BOKF's Certificate of Corporation, BOKF's
By-laws, and such corporate proceedings of BOKF as I have deemed appropriate for
purposes of rendering this opinion. In my opinion, upon issuance of the shares
of Common Stock pursuant to the terms of the BOKF 2001 Plan, such shares will be
duly and validly issued, fully paid and non-assessable. I hereby consent to the
filing of this opinion as an exhibit to the Registration Statement.



                                                Sincerely,

                                            /s/ Frederic Dorwart

                                             Frederic Dorwart

<PAGE>

                                     23.0

                      Consent of Frederic Dorwart, Lawyers

                  Included in the Opinion Filed as Exhibit 5.0

<PAGE>
                                      23.1

                         CONSENT OF INDEPENDENT AUDITORS

         We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8) and related Prospectus of BOK Financial
Corporation for the registration of 1,500,000 shares of its common stock
pursuant to the BOKF 2001 Stock Option Plan and to the incorporation by
reference therein of our report dated January 23, 2001, with respect to the
consolidated financial statements of BOK Financial Corporation incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 2000,
filed with the Securities and Exchange Commission.


                                                          /s/ ERNST & YOUNG LLP




Tulsa, Oklahoma
June 8, 2001

<PAGE>

                                      24.0

                                POWER OF ATTORNEY

                             See pages viii and ix.
[{"type": "S-8", "sequence": "1", "filename": "s82001.txt", "description": "BOKF 2001 STOCK OPTION PLAN", "secsgml_size_bytes": 49635}]
{"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": "S-8", "act": "33", "file-number": "333-62578", "film-number": "1656711"}, "business-address": {"street1": "BANK OF OKLAHOMA TOWER", "street2": "PO BOX 2300", "city": "TULSA", "state": "OK", "zip": "74192", "phone": "9185886416"}, "mail-address": {"street1": "BANK OF OKLAHOMA TOWER", "street2": "P O BOX 2300", "city": "TULSA", "state": "OK", "zip": "74192"}}
FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

Oklahoma                                                             73-1373454
(State or other jurisdiction                                   (I.R.S. Employer
of incorporation or organization)                            Identification No.)

Bank of Oklahoma Tower, Tulsa, Oklahoma                                   74172
(Address of Principal Executive Office)                               (Zip code)

                BOK Financial Corporation 2001 Stock Option Plan
                              (Full Title of Plan)

                                Tamara R. Wagman
                            Frederic Dorwart, Lawyers
                                  Old City Hall
                             124 East Fourth Street
                           Tulsa, Oklahoma 74103-5010
                     (Name and Address of agent for service)

                                 (918) 583-9922
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
--------------------------------------------------------------------------------

Title of     Amount to        Proposed Maximum     Proposed Maximum     Amount
Securities   be registered**  offering price per   aggregate             of
to be                         unit*                offering price*  registration
Registered                                                               fee*
________________________________________________________________________________
Common Stock,
$0.00006 par   1,500,000         $24.00             $36,000,000         $9,000
value

*Estimated pursuant to Rule 457(c).

**In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of interests to be offered
or sold pursuant to the employee benefit plan described herein.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The documents containing the information required by Item 1 of Form S-8
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the Securities Act). Such documents are not
required to be and are not filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 423. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, any of the other
documents required to be delivered to Plan participants pursuant to Rule 428(b),
and any additional information about the Plan and its administrators are
available without charge by contacting:

                            BOK Financial Corporation
                                  P.O. Box 2300
                              Tulsa, Oklahoma 74172
                                 (918) 588-6000
                               Attn: Gregg Jaynes

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         BOK Financial has registered its Common Stock under Section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act"), effective August 13,
1991, and is currently subject to the informational requirements of the Exchange
Act. BOK Financial has been subject to the reporting requirements of the
Exchange Act since August 13, 1991, and, therefore, BOK Financial filed its
first annual report on Form 10-K for the year ending December 31, 1991. The
following documents have been filed with the Securities Exchange Commission
("Commission") by BOK Financial and are hereby incorporated by reference:

         Annual Report on Form 10-K filed with the Commission on March 30, 2001.
         2001 Quarterly Report on Form 10-Q for the three months ended March 31,
2001 filed with the Commission on May 15, 2001.

         The description of BOK Financial's capital stock contained on page 2 in
Registration Statement on Form 10, as amended by filings on Form 8, filed under
the Exchange Act (Registration No. 0-19341), including any amendment or report
filed for the purpose of updating such description.

         All documents subsequently filed by BOK Financial pursuant to Section
13(a), 13(c), 14 and 15 (d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
filing such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein, or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  None.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The Oklahoma Business Corporation Act and Article VI of the Bylaws of
BOK Financial Corporation provide BOK Financial Corporation with broad powers
and authority to indemnify its directors and officers and to purchase and
maintain insurance for such purposes. Pursuant to such statutory and Bylaw
provisions, BOK Financial Corporation has purchased insurance against certain
costs of indemnification of its officers and directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.  EXHIBITS

Exhibit No.

          4.0  BOK Financial Corporation 2001 Stock Option Plan.

          5.0  Opinion of  Frederic  Dorwart,  Lawyers,  regarding  whether  the
               Common  Stock  registered  herein,  when  sold,  will be  legally
               issued, fully paid and non-assessable.

          23.0 Consent of Frederic  Dorwart,  Lawyers  (included  in the Opinion
               filed as Exhibit 5.0).

          23.1 Consent of Ernst & Young L.L.P.

          24.0 Power of Attorney. See pages viii and ix.

          99.0 2000  Annual  Report on Form 10-K  filed with the  Commission  on
               March 30, 2001 is incorporated herein by this reference.

          99.1 2001  Quarterly  Report on Form 10-Q for the three  months  ended
               March 31,  2001  filed  with the  Commission  on May 15,  2001 is
               incorporated herein by this reference.

          99.3 The  description of BOK  Financial's  capital stock  contained on
               page 2 in  Registration  Statement  on Form  10,  as  amended  by
               filings on Form 8, filed under the Exchange Act (Registration No.
               0-19341), including any amendment or report filed for the purpose
               of  updating  such  description  is  incorporated  herein by this
               reference.

ITEM 9.  UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file  during  any  period  in which  offers or sales are being
               made, a post-effective  amendment to this Registration  Statement
               to;

               (i)  include any prospectus  required by Section  10(a)(3) of the
                    Securities Act of 1933;
(ii) reflect in the  prospectus any facts or events arising after
                    the effective  date of the  registration  statement (or most
                    recent post-effective amendment thereof) which, individually
                    or in the aggregate,  represent a fundamental  change in the
                    information  set  forth  in  the   registration   statement.
                    Notwithstanding  the foregoing,  any increase or decrease in
                    volume of  securities  offered (if the total dollar value of
                    securities   offered   would  not  exceed   that  which  was
                    registered)  and any  deviation  from the low or high end of
                    the estimated maximum offering range may be reflected in the
                    form of  prospectus  filed with the  Commission  pursuant to
                    Rule 424(b) if, in the aggregate,  the changes in volume and
                    price  represent  no more  than a 20  percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    Calculation  of  Registration  Fee  table  in the  effective
                    registration statement; and

               (iii)include any additional or changed material  information with
                    respect to the plan of distribution not previously disclosed
                    in the  registration  statement or any  material  statement;
                    provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                    do not apply if the information required to be included in a
                    post-effective amendment by those paragraphs is contained in
                    periodic  reports filed with or furnished to the  Commission
                    by the  Registrant  pursuant  to  Section 13 or 15(d) or the
                    Securities  Exchange  Act of 1934 that are  incorporated  by
                    reference in the registration statement.

          (2)  That,  for the purposes of  determining  any liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities offered therein,  and the offering for such securities
               at the time shall be deemed to be the initial bona fide  offering
               thereof.

          (3)  To remove from registration by means of post-effective  amendment
               any of the securities being registered which remain unsold at the
               termination of the offering.

     (b)  The undersigned  Registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under the  Securities  Act of 1933,  each
          filing of the Registrant's  annual report pursuant to Section 13(a) or
          15(d) of the Securities  Exchange Act of 1934 (and, where  applicable,
          each filing of an employee  benefit  plan's annual report  pursuant to
          Section  15(d)  of the  Securities  Exchange  Act  of  1934)  that  is
          incorporated  by  reference  in the  registration  statement  shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities  Act of 1933 may be  permitted to  directors,  officers and
          controlling  persons  of the  Registrant  pursuant  to  the  foregoing
          provisions,  or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against  public  policy as expressed in the Act and is,  therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by  director,  officer or  controlling  person of the
          Registrant  in  the  successful   defense  of  any  action,   suit  or
          proceeding)  is  asserted  by such  director,  officer or  controlling
          person  in  connection  with  the  securities  being  registered,  the
          Registrant  will,  unless in the  opinion of it counsel the matter has
          been  settled  by  controlling   precedent,   submit  to  a  court  of
          appropriate  jurisdiction the question whether such indemnification by
          it is  against  public  policy  as  expressed  in the Act and  will be
          governed by the final adjudication of such issue.

                                   SIGNATURES

Pursuant to the requirement of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tulsa, State of Oklahoma on the 31st
day of May, 2001.

                                    BOK FINANCIAL CORPORATION

                                    By: /s/ Stanley A. Lybarger
                                    Stanley A. Lybarger, Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                        Title                                  Date

/s/ George B. Kaiser       Chairman of the Board                    May 31, 2001
George B. Kaiser

/s/ Stanley A. Lybarger    President, Chief Executive Officer       May 31, 2001
Stanley A. Lybarger        and Director

/s/ Steven E. Nell         Executive Vice President and             May 31, 2001
Steven E. Nell             Chief Financial Officer

/s/ John C. Morrow         Senior Vice President and Director of    May 31, 2001
John C. Morrow             Financial Accounting and Reporting

/s/ C. Fred Ball, Jr.      Director                                 May 31, 2001
C. Fred Ball, Jr.

/s/ Sharon J. Bell         Director                                 May 31, 2001
Sharon J. Bell

______________________     Director                                 May 31, 2001
Peter Boylan, III

/s/  Joseph E. Cappy       Director                                 May 31, 2001
Joseph E. Cappy

/s/ Luke R. Corbett        Director                                 May 31, 2001
Luke R. Corbett

/s/ William E. Durrett     Director                                 May 31, 2001
William E. Durrett

/s/ James O. Goodwin       Director                                 May 31, 2001
James O. Goodwin

/s/ V. Burns Hargis        Director                                 May 31, 2001
V. Burns Hargis

/s/ Howard Janzen          Director                                 May 31, 2001
Howard Janzen

/s/ E. Carey Joullian, IV  Director                                 May 31, 2001
E. Carey Joullian, IV

/s/ David L. Kyle          Director                                 May 31, 2001
David L. Kyle

/s/ Robert J. LaFortune    Director                                 May 31, 2001
Robert J. LaFortune

/s/ Philip C. Lauinger     Director                                 May 31, 2001
Phillip C. Lauinger, Jr.

_______________________    Director                                 May 31, 2001
John C. Lopez

/s/ Frank A. McPherson     Director                                 May 31, 2001
Frank A. McPherson
/s/ Steven E. Moore        Director                                 May 31, 2001
Steven E. Moore

_______________________    Director                                 May 31, 2001
J. Larry Nichols

/s/ Ronald J. Norick       Director                                 May 31, 2001
Ronald J. Norick

/s/ Robert L. Parker       Director                                 May 31, 2001
Robert L. Parker

/s/ James W. Pielsticker   Director                                 May 31, 2001
James W. Pielsticker

/s/ James A. Robinson      Director                                 May 31, 2001
James A. Robinson

/s/ L. Francis Rooney, III Director                                 May 31, 2001
L. Francis Rooney, III

/s/ Scott F. Zarrow        Director                                 May 31, 2001
Scott F. Zarrow
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma,
as of May 1, 2001.

                           BOKF 2001 STOCK OPTION PLAN

                        By /s/ George B. Kaiser
                        George B. Kaiser, Chairman of the Board of BOK Financial
                        Corporation and Administrator of the BOKF 2001 Plan

                        By /s/ Stanley A. Lybarger
                        Stanley A. Lybarger, President, Chief Executive Officer
                        and  Director of BOK Financial Corporation and
                        Administrator of the BOKF 2001 Plan
POWER OF ATTORNEY

         Each person whose signature appears below hereby authorizes George B.
Kaiser to file one or more amendments (including post-effective amendments) to
the Registration Statement, which amendments may make such changes in the
Registration Statement as Mr. Kaiser deems appropriate, and each such person
hereby appoints George B. Kaiser as attorney-in-fact to execute in the name and
on behalf of each person individually, and in each capacity stated below, any
such amendment to the Registration Statement.

Signature                        Title                                  Date

/s/ George B. Kaiser       Chairman of the Board                    May 31, 2001
George B. Kaiser

/s/ Stanley A. Lybarger    President, Chief Executive Officer       May 31, 2001
Stanley A. Lybarger        and Director

/s/ Steven E. Nell         Executive Vice President and             May 31, 2001
Steven E. Nell             Chief Financial Officer

/s/ John C. Morrow         Senior Vice President and Director of    May 31, 2001
John C. Morrow             Financial Accounting and Reporting

/s/ C. Fred Ball, Jr.      Director                                 May 31, 2001
C. Fred Ball, Jr.

/s/ Sharon J. Bell         Director                                 May 31, 2001
Sharon J. Bell

_____________________      Director                                 May 31, 2001
Peter Boylan, III

/s/  Joseph E. Cappy       Director                                 May 31, 2001
Joseph E. Cappy

/s/ Luke R. Corbett        Director                                 May 31, 2001
Luke R. Corbett

/s/ William E. Durrett     Director                                 May 31, 2001
William E. Durrett

/s/ James O. Goodwin       Director                                 May 31, 2001
James O. Goodwin

/s/ V. Burns Hargis        Director                                 May 31, 2001
V. Burns Hargis

/s/ Howard Janzen          Director                                 May 31, 2001
Howard Janzen

/s/ E. Carey Joullian, IV  Director                                 May 31, 2001
E. Carey Joullian, IV

/s/ David L. Kyle          Director                                 May 31, 2001
David L. Kyle
/s/ Robert J. LaFortune    Director                                 May 31, 2001
Robert J. LaFortune

/s/ Philip C. Lauinger     Director                                 May 31, 2001
Phillip C. Lauinger, Jr.

_______________________    Director                                 May 31, 2001
John C. Lopez

/s/ Frank A. McPherson     Director                                 May 31, 2001
Frank A. McPherson

/s/ Steven E. Moore        Director                                 May 31, 2001
Steven E. Moore

_______________________    Director                                 May 31, 2001
J. Larry Nichols

/s/ Ronald J. Norick       Director                                 May 31, 2001
Ronald J. Norick

/s/ Robert L. Parker       Director                                 May 31, 2001
Robert L. Parker

/s/ James W. Pielsticker   Director                                 May 31, 2001
James W. Pielsticker

/s/ James A. Robinson      Director                                 May 31, 2001
James A. Robinson

/s/ L. Francis Rooney, III Director                                 May 31, 2001
L. Francis Rooney, III

/s/ Scott F. Zarrow        Director                                 May 31, 2001
Scott F. Zarrow
INDEX TO EXHIBITS

Exhibit
Number           Description of Exhibits

     4.0  BOK Financial Corporation 2001 Stock Option Plan

     5.0  Opinion of Frederic  Dorwart,  Lawyers,  regarding  whether the Common
          Stock  registered  herein,  when sold, will be legally  issued,  fully
          paid, and non-assessable

     23.0 Consent of Frederic Dorwart,  Lawyers,  (included in the opinion filed
          as Exhibit 5.0)

     23.1 Consent of Ernst & Young LLP

     24.0 Power of Attorney
4.0

                            BOK FINANCIAL CORPORATION

                             2001 STOCK OPTION PLAN

                                   May 1, 2001

                  (Adopted by Action of the Board of Directors
                                       of
                 BOK Financial Corporation taken April 24, 2001)

         On June 8, 2001 BOK Financial Corporation registered on Securities and
Exchange Commission Form S-8 pursuant to the Securities Act of 1933, 1,500,000
shares of BOK Financial Corporation Common Stock, $0.00006 par value, for
issuance in connection with the BOKF 2001 Stock Option Plan. This document
constitutes part of a Section 10(a) Prospectus covering the securities that have
been registered under the Securities Act of 1933. The documents constituting the
Section 10(a) Prospectus are held in a file maintained by the Benefits
Department of Human Resources and may be reviewed or obtained, without charge,
upon written or oral request made to the Compensation Department of Human
Resources of Bank of Oklahoma, National Association, P.O. Box 2300, Tulsa,
Oklahoma 74172, telephone number (918) 588-6277.
BOKF 2001 STOCK OPTION PLAN

     (a)  ESTABLISHMENT, PURPOSE AND EFFECTIVE DATE OF PLAN.

          (1)  Establishment.  BOK Financial  Corporation (the  "Corporation" or
               "BOKF"),  an Oklahoma  corporation,  hereby establishes the "BOKF
               2001 Stock  Option  Plan" (the "BOKF 2001  Plan") for  designated
               employees of the  Corporation  and of various direct and indirect
               subsidiaries of the Corporation (collectively, "BOKF").

          (2)  Purpose.  The  purpose  of the BOKF 2001 Plan is to  advance  the
               interests of the Corporation (i) by encouraging and providing for
               the  acquisition of an equity  interest in the Corporation by key
               employees of BOKF and (ii) by enabling BOKF to attract and retain
               the  services of key  employees  whose  judgment,  interest,  and
               special  effort  are  desired  for  the  successful   conduct  of
               operations

          (3)  Effective Date. The BOKF 2001 Plan shall become  effective on May
               1, 2001 (or on such later  date as a  registration  statement  in
               respect  of  the  BOKF  2001  Plan  on  Securities  and  Exchange
               Commission Form S-8 shall become effective).

     (b)  THE 2001 OPTIONS. The options ("2001 Options")  established hereby are
          the right to purchase shares of Common Stock of the Corporation on the
          terms  and  conditions  hereafter  set  forth in this  and  succeeding
          sections of the BOKF 2001 Plan:
(1)  The Common Stock  subject to the 2001 Options shall be the Common
               Stock of the  Corporation,  par value  $0.00006  per share ("BOKF
               Common Stock").

          (2)  The Corporation may issue Award Letters (as hereafter defined) at
               any time prior to January 1, 2010

          (3)  The  owners  of  the  2001  Options  shall  be  those   employees
               (hereafter  called a  "Participant")  to whom a  letter  of award
               ("Award  Letter") is  hereafter  delivered by the Chairman of the
               Board and the Chief Executive Officer of the Corporation pursuant
               to the BOKF 2001 Plan.

          (4)  The 2001  Options  owned by each  Participant  shall  entitle the
               Participant,  subject  to the terms  and  conditions  hereof,  to
               purchase  that number of shares of BOKF Common Stock set forth in
               one or more Award Letters  delivered to the Participant from time
               to time ("Participant's 2001 Option Shares").

          (5)  Each Award  Letter  shall bear the date on which the Award Letter
               is issued (the "Award Date").

          (6)  The total number of shares of BOKF Common  Stock  subject to 2001
               Options shall be 1,500,000.

          (7)  If the  employment of a Participant  is terminated for any reason
               and such  Participant  has not  exercised  the 2001  Options with
               respect to any shares,  the Corporation may award 2001 Options in
               respect of such shares to existing  Participants or to additional
               Participants by issuing additional Award Letters prior to January
               1, 2010.
(8)  The purchase price of shares subject to the 2001 Options shall be
               the average of the  mid-points  between the highest price and the
               lowest  price at which  trades  occurred  (or,  in the event of a
               single  trade,  the price of such trade) for BOKF Common Stock on
               NASDAQ on the five (5)  trading  days on which at least one trade
               actually  occurs  immediately  preceding  the  date of the  Award
               Letter (the "Option Price").

          (9)  The 2001  Options  may be  exercised  during and only  during the
               period of time commencing on the second  anniversary of the Award
               Date and ending at 5:00 P.M. Tulsa Time on the forty-fifth (45th)
               calendar day thereafter.

          (10) The  2001  Options  may be  exercised  only by  delivering  (i) a
               written  notice of exercise  (stating  the fact that 2001 Options
               are being  exercised,  the Award  Date,  and the number of shares
               being  purchased)  and (ii) payment in full of the purchase price
               of the shares being purchased to the  Compensation  Department of
               Human  Resources  of  Bank  of  Oklahoma,  National  Association.
               Payment shall be made (i) by personal  check of the  Participant,
               (ii) in cash or its equivalent,  or (iii) by tendering  shares of
               BOKF  Common  Stock  having a value equal to the  purchase  price
               based on the closing price quoted for BOKF Common Stock on NASDAQ
               on the trading  day  immediately  preceding  the date of exercise
               (provided such shares of BOKF Common Stock must have been held by
               the Participant for a period in excess of six months),  or (iv) a
               combination of (i), (ii), or (iii).
(11) The Corporation shall deliver to the Participant the certificates
               representing the shares purchased pursuant to the exercise of the
               2001 Options within thirty (30) days of the date of exercise.

          (12) BOKF Common  Stock  acquired  pursuant to the 2001 Options may be
               resold only pursuant to the provisions of Section 4 hereof.

     (c)  PROVISIONS  APPLICABLE TO THE 2001 OPTIONS.  The following  provisions
          shall  apply to the 2001  Options  and all BOKF  Common  Stock  issued
          pursuant thereto.

          (1)  Non-Transferability.   The   2001   Options   may  not  be  sold,
               transferred,   pledged,   assigned,  or  otherwise  alienated  or
               hypothecated,  otherwise  than by will or by the laws of  descent
               and distribution.

          (2)  Termination  of 2001 Options Upon  Termination  of  Employment of
               Participant.  If the employment of the  Participant by BOKF shall
               terminate for any reason including death, disability, retirement,
               resignation or involuntary  termination (whether such involuntary
               termination is with or without  cause),  the  Participant's  2001
               Options  shall  automatically   terminate,   to  the  extent  not
               previously exercised, provided:
(a)  The  Chairman of the Board and the Chief  Executive  Officer
                    may  in  their  sole  discretion  (which  discretion  may be
                    exercised  without any obligation to provide any explanation
                    for the exercise of such discretion), subject to approval of
                    the  Board  of  Directors  of the  Corporation,  extend  the
                    termination  of the  Participant's  2001  Options in special
                    circumstances.

               (b)  In  the  event  of  the   termination  of  employment  of  a
                    participant   by   reason  of  death  or   disability,   the
                    Participant  (or,  in  the  event  of  death,  the  personal
                    representative  of the  Participant)  may  purchase,  any of
                    Participant's  2001 Option Shares which the  Participant had
                    the right to purchase immediately  preceding the date of the
                    Participant's termination of employment within the period of
                    time such Participant  could have, but for such termination,
                    purchased such 2001 Option Shares.

               (c)  In the event a  Participant's  employment  is  involuntarily
                    terminated by BOKF without cause  (determined  in accordance
                    with Section 3.2.5) and such involuntary termination without
                    cause is within one year of a Change of Control  (as defined
                    in Section 3.2.4),  the Participant may purchase,  within 90
                    days  of  the  date  of  the  Participant's  termination  of
                    employment, all of Participant's 2001 Option Shares (whether
                    vested  or   un-vested,   to  the  extent   not   previously
                    purchased).
(d)  A Change of Control shall be deemed to have occurred if, and
                    only if:

                    (a)  George B.  Kaiser,  affiliates  of  George  B.  Kaiser,
                         and/or  members  of the  family  of  George  B.  Kaiser
                         collectively  cease to own more  shares  of the  voting
                         capital  stock of BOKF than any other  shareholder  (or
                         group of shareholders acting in concert to control BOKF
                         to the  exclusion  of George B. Kaiser,  affiliates  of
                         George B. Kaiser, or members of the family of George B.
                         Kaiser); or,

                    (b)  BOKF  shall  cease to own more  than 50% of the  voting
                         capital   stock   of   Bank   of   Oklahoma,   National
                         Association.

               (e)  A Participant  shall be deemed to have been  terminated  for
                    cause if the Board of Directors of BOKF  determines  (in its
                    sole  discretion  provided  only  that  such  discretion  is
                    exercised  with  honesty in fact) that the  Participant  was
                    terminated  by reason of (i) any  failure  to  substantially
                    perform  Participant's  employment  obligations to BOKF in a
                    satisfactory  manner,  (ii) any  intentional  act materially
                    injurious to BOKF,  (iii) any act of moral  turpitude,  (iv)
                    any material dishonest or fraudulent act, or (v) any refusal
                    to  obey  orders  or  instructions   of  the   Participant's
                    appropriate supervisors or seniors.
(f)  A  Participant  shall be deemed  employed by BOKF so long as
                    and only so long as the employee is in the employment of BOK
                    Financial  Corporation or a direct or indirect subsidiary of
                    BOK Financial Corporation in which BOK Financial Corporation
                    owns,  directly  or  indirectly,  more  shares of the voting
                    capital  stock  than  any  other  shareholder  (or  group of
                    shareholders acting in concert to control such subsidiary to
                    the exclusion of BOKF).

          (3)  Adjustments.  If there are any changes in the  capitalization  of
               the   Corporation   affecting  the  number  or  kind  (after  the
               recapitalization) of issued and outstanding shares of BOKF Common
               Stock   (existing    immediately   prior   to   the   change   in
               capitalization),  whether such changes  have been  occasioned  by
               reorganization,  combination  of  shares,  declaration  of  stock
               dividends,  stock splits, reverse stock splits,  reclassification
               or recapitalization of such stock, the merger or consolidation of
               the  Corporation  with some other  corporation  or other  similar
               transaction,  then the number and kind of shares then  subject to
               the 2001  Options  and the  price to be paid  therefor,  shall be
               appropriately  adjusted by the  Corporation;  provided,  however,
               that  in no  event  shall  any  such  adjustment  result  in  the
               Corporation being required to sell or issue a fractional share of
               stock.
(4)  Waiver of  Shareholder  Rights.  The  Participant or other person
               entitled  to  exercise  2001  Options  shall  have no rights as a
               stockholder  with respect to any shares subject thereto until the
               Participant or such person shall have  exercised the  2001Options
               and shall  thereafter  have  become  the holder of record of such
               shares  and no  adjustment  (except  such  adjustments  as may be
               effected  pursuant to the provisions of Section 3.3 hereof) shall
               be made for  dividends or  distributions  of rights in respect of
               such  shares  for which the  record  date is prior to the date on
               which the  Participant  or such  person so becomes  the holder of
               record.

     (d)  REOFFER OR RESALE OF BOKF STOCK  ACQUIRED  PURSUANT TO EXERCISE OF THE
          2001 OPTIONS. The reoffer or resale of BOKF Common Stock acquired by a
          Participant  pursuant  to the 2001  Options  shall be  subject  to the
          following terms and conditions:

          (1)  Reoffer  or  Resale  by  Affiliate.  If  the  Participant  is  an
               affiliate  of the  Corporation,  the  reoffer  or  resale of BOKF
               Common Stock may be made by the Participant  only (i) by means of
               a  reoffer  prospectus  pursuant  to  an  effective  registration
               statement on Form S-8 or (ii) in accordance  with the  provisions
               of SEC Rule 144 or (iii)  pursuant  to the  determination  of the
               Corporation's   general   counsel  that  there  is  an  available
               exemption under the federal and state securities laws.
(2)  Reoffer or Resale by Non-Affiliate.  If the Participant is not an
               affiliate  of the  Corporation,  the  reoffer  or  resale  is not
               subject to  restriction,  except as set forth in  Section  4.3 of
               this BOKF 2001 Plan.

          (3)  Prior  Approval of Counsel.  Prior to reoffering or reselling any
               BOKF  Common  Stock  acquired  pursuant  to a  2001  Option,  the
               Participant  shall advise the  Compensation  Department  of Human
               Resources of Bank of Oklahoma,  National  Association which shall
               refer  the  matter  to the  Corporation's  general  counsel.  The
               Corporation's   general  counsel  shall  determine   whether  the
               Participant  is an affiliate or a  non-affiliate  of BOKF. If the
               Corporation's  general  counsel  determines   Participant  is  an
               affiliate,  the Participant  shall offer and sell the BOKF Common
               Stock only as provided by Section 4.1.

          (4)  Reoffer Prospectus. BOKF shall use its reasonable best efforts to
               provide any  Participant  who is an affiliate and desires to sell
               BOKF Common Stock with a reoffer prospectus at reasonable times.
(e)  NOT AN EMPLOYMENT AGREEMENT.  This BOKF 2001 Plan is not an employment
          agreement.  Nothing  contained  herein  shall be construed to limit or
          restrict the right of BOKF to terminate the  Participant's  employment
          or  services  at any time,  with or without  cause,  or to increase or
          decrease the Participant's compensation.

     (f)  MISCELLANEOUS PROVISIONS. The following miscellaneous provisions shall
          apply to the BOKF 2001 Plan:

          (1)  This  BOKF  2001  Plan is made  and  executed  in  Tulsa  County,
               Oklahoma.

          (2)  This BOKF 2001 Plan  shall be  subject  to,  and  interpreted  in
               accordance with, the laws of the State of Oklahoma.

          (3)  This  BOKF  2001  Plan is the  entire  agreement  of the  parties
               respecting  the  subject  matter  hereof.   There  are  no  other
               agreements,  whether  oral or  written,  respecting  the  subject
               matter hereof.

          (4)  Rights and  obligations  arising under the BOKF 2001 Plan may not
               be assigned.

     (g)  ADDITIONAL INFORMATION.

          (1)  ERISA Not  Applicable.  The BOKF 2001 Plan is not  subject to the
               provisions of the Employee Retirement Income Security Act.

          (2)  No Reports to  Participants.  No reports  shall be required to be
               delivered  to  the   Participants  as  to  the  status  of  their
               participation in the BOKF 2001 Plan.  However,  a Participant may
               contact the Compensation Department of Human Resources of Bank of
               Oklahoma,  National Association to determine the number of shares
               unexercised  by the  Participant  under such  Participant's  2001
               Options and the last date on which such options may be exercised.
(3)  Tax Effects.  The BOKF 2001 Plan is not  qualified  under Section
               401(a) at the Internal  Revenue Code. The tax effects of the BOKF
               2001 Plan are:

               (a)  BOKF will be entitled to an income tax deduction at the date
                    of exercise  of the 2001  Options by the  Participants.  The
                    amount of the deduction  will be equal to the spread between
                    the fair  market  value of the  option  stock (as  quoted by
                    NASDAQ) and the Option Price.

               (b)  Participants  will recognize  income at the date of exercise
                    of the 2001  Options  in an  amount  equal to the  deduction
                    allowed  to  BOKF,  as  defined  in  Section  7.3.1.  Income
                    recognized  due to the  exercise  of a 2001  Option  will be
                    subject to withholding  and reported to the employee on form
                    W-2.  Participants will not be subject to any further income
                    recognition until a taxable transaction occurs involving the
                    purchased stock. The basis in the stock is equal to the fair
                    market   value  at  the  date  of   exercise,   and   future
                    transactions will be subject to capital asset rules.
(4)  Administration  of the BOKF 2001 Plan.  The Chairman of the Board
               and the Chief Executive Officer of BOKF shall designate  (subject
               to approval of the Board of Directors, acting by a vote of, or of
               a  committee  of two or more of the  Board of  Directors  of BOKF
               consisting of, members who are Non-Employee  Directors within the
               meaning  of SEC Rule  16b-3(b)(3))  those  employees  of BOKF who
               shall be  Participants  and the number of shares  subject to each
               such  Participant's  2001  Options.  The  members of the Board of
               Directors of the Corporation  are elected by the  stockholders of
               the  Corporation.  The  Chairman  of  the  Board  and  the  Chief
               Executive Officer are elected by the Board of Directors.

          (5)  Eligibility to Participate. All employees of BOKF are eligible to
               be designated as Participants.  Participants  shall be designated
               based  upon  a  subjective   determination  of  the  present  and
               potential  contributions  of the  employee  to the success of the
               business of the Corporation.

          (6)  Shares to be Issued. The shares of BOKF Common Stock to be issued
               pursuant to the exercise of the 2001  Options  shall be shares of
               authorized but unissued Common Stock of the Corporation.

          (7)  No Liens or Charges. No lien or other charge may be placed on the
               2001 Options.

          (8)  Incorporation of Certain Documents by Reference.  The Corporation
               is  subject  to the  information  reporting  requirements  of the
               Securities  Exchange  Act of 1934 and, in  accordance  therewith,
               files  reports  and other  information  with the  Securities  and
               Exchange Commission (the  "Commission").  The following documents
               filed with the  Commission are  incorporated  in this part of the
               Section 10(a) Prospectus by reference:
(a)  Registration  Statement  on  Form  S-1  and  the  Prospectus
                    included therein  (Registration No.  33-40950),  as amended,
                    filed under the  Securities  Act of 1933 with the Commission
                    and declared effective on August 13, 1991.

               (b)  Registration   Statement  on  Form  10   (Registration   No.
                    0-19341),  filed under the Exchange Act with the Commission,
                    and subsequent amendments thereto filed on Form 8.

               (c)  Information  Statement and Prospectus  Supplement filed with
                    the Commission on November 20, 1991,  under the Exchange Act
                    and also under the Securities Act of 1933.

               (d)  Quarterly  Report on Form 10-Q for the  three  months  ended
                    March 31, 2001 filed with the Commission on May __, 2001.

               (e)  The  description of BOKF's capital stock contained on page 2
                    in the  Registration  Statement  on Form 10, as  amended  by
                    filings   on  Form  8,   filed   under  the   Exchange   Act
                    (Registration  No.  0-19341),  including  any  amendment  or
                    report filed for the purpose of updating such description.
(f)  2000 Annual Report on Form 10-K filed with the Commission on
                    March 30, 2001.  Additionally,  all  documents  subsequently
                    filed by the Corporation  pursuant to Sections 13(a), 13(c),
                    14, and 15(d) of the Securities  Exchange Act of 1934, prior
                    to the filing of a post-effective  amendment which indicates
                    that  all  securities   offered  have  been  sold  or  which
                    deregisters all securities then remaining  unsold,  shall be
                    deemed to be incorporated by reference in this  Registration
                    statement  and to be part thereof from the date of filing of
                    such documents.

                    All documents  incorporated by reference in this part of the
                    Section 10(a) Prospectus and all other documents required to
                    be  delivered  to  employees  pursuant to Rule 428(b) of the
                    Securities Act of 1933 may be obtained, without charge, upon
                    written or oral request to the  Compensation  Department  of
                    Human Resources of Bank of Oklahoma, National Association at
                    P.O. Box 2300, Tulsa, Oklahoma 74192, telephone number (918)
                    588-6547.  Any  additional  information  about the BOKF 2001
                    Plan  or  its   administrators   may  also  be  obtained  by
                    contacting the Compensation Department of Human Resources of
                    Bank of Oklahoma, National Association.

                                                     Adopted by action of the
                                                     Board of Directors of BOKF
                                                     Financial Corporation taken
                                                     April 24, 2001.

                                        /s/ Frederic Dorwart
                                        Frederic Dorwart, Secretary to the Board
5.0

June 8, 2001

BOK Financial Corporation
Bank of Oklahoma Tower
P.O. Box 2300
Tulsa, OK  74192

     Re:  BOK Financial Corporation SEC Registration  Statement on Form S-8: BOK
          Financial  Corporation  (Trading Symbol "BOKF"):  1,500,000  Shares of
          BOKF  Common  Stock  to  be  Issued  Pursuant  to  the  BOK  Financial
          Corporation 2001 Stock Option Plan.

Ladies and Gentleman:

         I have acted as counsel to BOK Financial Corporation ("BOKF") in
connection with BOKF's Registration Statement on Form S-8 being filed on or
about June 8, 2001 with the Securities and Exchange Commission which respect to
the shares of Common Stock (the "Common Stock"), $0.00006 par value, of BOKF,
authorized for issuance under the BOKF 2001 Plan. I have reviewed BOKF's
Registration Statement on Form S-8, BOKF's Certificate of Corporation, BOKF's
By-laws, and such corporate proceedings of BOKF as I have deemed appropriate for
purposes of rendering this opinion. In my opinion, upon issuance of the shares
of Common Stock pursuant to the terms of the BOKF 2001 Plan, such shares will be
duly and validly issued, fully paid and non-assessable. I hereby consent to the
filing of this opinion as an exhibit to the Registration Statement.

                                                Sincerely,

                                            /s/ Frederic Dorwart

                                             Frederic Dorwart
23.0

                      Consent of Frederic Dorwart, Lawyers

                  Included in the Opinion Filed as Exhibit 5.0
23.1

                         CONSENT OF INDEPENDENT AUDITORS

         We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8) and related Prospectus of BOK Financial
Corporation for the registration of 1,500,000 shares of its common stock
pursuant to the BOKF 2001 Stock Option Plan and to the incorporation by
reference therein of our report dated January 23, 2001, with respect to the
consolidated financial statements of BOK Financial Corporation incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 2000,
filed with the Securities and Exchange Commission.

                                                          /s/ ERNST & YOUNG LLP

Tulsa, Oklahoma
June 8, 2001
24.0

                                POWER OF ATTORNEY

                             See pages viii and ix.