UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    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 2009 Omnibus Incentive 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)

Indicate by check mark whether the registrant is a large accelerated filed, an
accelerated file, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchanges Act.

           Large accelerated filer    X           Accelerated filer
           Non-accelerated filer                  Smaller reporting company


<TABLE>
                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------

   Title of          Amount to           Proposed Maximum        Proposed Maximum     Amount
   Securities        be registered(1)    offering price per      aggregate            of
   to be                                 unit(2)                 offering price(2)    registration fee(2)
   Registered
_________________________________________________________________________________________________________
   Common Stock,
<S>                  <C>                 <C>                     <C>                  <C>
   $0.00006 par      5,000,000           $38.68                  $193,400,000         $10,791.72
   value
</TABLE>

(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.
(2)      Estimated pursuant to Rule 457(c).

<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 424. 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:

(a)  Annual Report on Form 10-K for the year ended  December 31, 2008 filed with
     the Commission on February 27, 2009;

(b)  The  Company's  Current  Reports on Form 8-K filed with the  Commission  on
     January 20, January 23, January 28,, and March 2, 2009;

(c)  The  description  of BOK  Financials  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.

         In addition, all documents filed by BOK Financial pursuant to Section
13(a), 13(c), 14 and 15 (d) of the Exchange Act subsequent to the date of this
Registration Statement and 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

<PAGE>

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 2009 Omnibus Incentive 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 Annual  Report on Form 10-K filed with the  Commission on February 27, 2009
     is incorporated herein by this reference.

99.1 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

<PAGE>

               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 28th
day of April, 2009.

                          BOK FINANCIAL CORPORATION

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

<PAGE>

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.

<TABLE>
Signature                                               Title                                  Date

<S>                                            <C>                                         <C>
/s/ George B. Kaiser                           Chairman of the Board                     April 28, 2009
-----------------------------------
George B. Kaiser

/s/ Stanley A. Lybarger                        President, Chief Executive Officer        April 28, 2009
-----------------------------------            and Director
Stanley A. Lybarger

/s/ Steven E. Nell                             Executive Vice President and              April 28, 2009
-----------------------------------           Chief Financial Officer
Steven E. Nell

/s/ John C. Morrow                             Senior Vice President and Chief           April 28, 2009
-----------------------------------            Accounting Officer
John C. Morrow

/s/ Gregory S. Allen                           Director                                  April 28, 2009
-----------------------------------
Gregory S. Allen

/s/ C. Fred Ball, Jr.                          Director                                  April 28, 2009
-----------------------------------
C. Fred Ball, Jr.

/s/ Sharon J. Bell                             Director                                  April 28, 2009
-----------------------------------
Sharon J. Bell

/s/ Peter C. Boylan, III                       Director                                  April 28, 2009
-----------------------------------
Peter C. Boylan, III

/s/ Chester Cadiuex, III                       Director                                  April 28, 2009
-----------------------------------
Chester Cadiuex, III

                                               Director                                  April 28, 2009
-----------------------------------
Joseph W. Craft, III

/s/ William E. Durrett                         Director                                  April 28, 2009
-----------------------------------
William E. Durrett

/s/ John W. Gibson                             Director                                  April 28, 2009
-----------------------------------
John W. Gibson

/s/ David F. Griffin                           Director                                  April 28, 2009
-----------------------------------
David F. Griffin

/s/ V. Burns Hargis                            Director                                  April 28, 2009
-----------------------------------
V. Burns Hargis

                                               Director                                  April 28, 2009
-----------------------------------
E. Carey Joullian, IV

/s/ Robert J. LaFortune                        Director                                  April 28, 2009
-----------------------------------
Robert J. LaFortune

/s/ Steven J. Malcolm                          Director                                  April 28, 2009
-----------------------------------
Steven J. Malcolm

/s/ E.C. Richards                              Director                                  April 28, 2009
-----------------------------------
E.C. Richards
</TABLE>

<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 April 28, 2009.

                  BOK FINANCIAL 2009 OMNIBUS INCENTIVE PLAN


             By    /s/ George B. Kaiser
                  --------------------------------------------------------------
                  George B. Kaiser, Chairman of the Board of BOK Financial
                  Corporation


             By   /s/ Stanley A. Lybarger
                  --------------------------------------------------------------
                  Stanley A.  Lybarger,  President,  Chief  Executive  Officer
                  and  Director of BOK Financial Corporation

<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.

<TABLE>
<S>                                            <C>                                        <C>
/s/ George B. Kaiser                           Chairman of the Board                     April 28, 2009
-----------------------------------
George B. Kaiser

/s/ Stanley A. Lybarger                        President, Chief Executive Officer        April 28, 2009
-----------------------------------            and Director
Stanley A. Lybarger

/s/ Steven E. Nell                             Executive Vice President and              April 28, 2009
-----------------------------------           Chief Financial Officer
Steven E. Nell

/s/ John C. Morrow                             Senior Vice President and Chief           April 28, 2009
-----------------------------------            Accounting Officer
John C. Morrow

/s/ Gregory S. Allen                           Director                                  April 28, 2009
-----------------------------------
Gregory S. Allen

/s/ C. Fred Ball, Jr.                          Director                                  April 28, 2009
-----------------------------------
C. Fred Ball, Jr.

/s/ Sharon J. Bell                             Director                                  April 28, 2009
---------------------------------------
Sharon J. Bell

/s/ Peter C. Boylan, III                       Director                                  April 28, 2009
-----------------------------------
Peter C. Boylan, III

/s/ Chester Cadiuex, III                       Director                                  April 28, 2009
-----------------------------------
Chester Cadiuex, III

                                               Director                                  April 28, 2009
-----------------------------------
Joseph W. Craft, III

/s/ William E. Durrett                         Director                                  April 28, 2009
-----------------------------------
William E. Durrett

/s/ John W. Gibson                             Director                                  April 28, 2009
-----------------------------------
John W. Gibson

/s/ David F. Griffin                           Director                                  April 28, 2009
-----------------------------------
David F. Griffin

/s/ V. Burns Hargis                            Director                                  April 28, 2009
-----------------------------------
V. Burns Hargis

                                               Director                                  April 28, 2009
-----------------------------------
E. Carey Joullian, IV

/s/ Robert J. LaFortune                        Director                                  April 28, 2009
-----------------------------------
Robert J. LaFortune


/s/ Steven J. Malcolm                          Director                                  April 28, 2009
-----------------------------------
Steven J. Malcolm

/s/ E.C. Richards                              Director                                  April 28, 2009
-----------------------------------
E.C. Richards
</TABLE>

<PAGE>

                                INDEX TO EXHIBITS


Exhibit
Number            Description of Exhibits

4.0               BOK Financial Corporation 2009 Omnibus Incentive 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
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "FORM S-8", "secsgml_size_bytes": 22417}]
{"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": "333-158846", "film-number": "09775803"}, "business-address": {"street1": "BANK OF OKLAHOMA TOWER", "street2": "PO BOX 2300", "city": "TULSA", "state": "OK", "zip": "74192", "phone": "9185953025"}, "mail-address": {"street1": "BANK OF OKLAHOMA TOWER", "street2": "P O BOX 2300", "city": "TULSA", "state": "OK", "zip": "74192"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 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 2009 Omnibus Incentive 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)

Indicate by check mark whether the registrant is a large accelerated filed, an
accelerated file, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchanges Act.

           Large accelerated filer    X           Accelerated filer
           Non-accelerated filer                  Smaller reporting company

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------

   Title of          Amount to           Proposed Maximum        Proposed Maximum     Amount
   Securities        be registered(1)    offering price per      aggregate            of
   to be                                 unit(2)                 offering price(2)    registration fee(2)
   Registered
_________________________________________________________________________________________________________
   Common Stock,
$0.00006 par      5,000,000           $38.68                  $193,400,000         $10,791.72
   value
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.
(2)      Estimated pursuant to Rule 457(c).
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 424. 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:

(a)  Annual Report on Form 10-K for the year ended  December 31, 2008 filed with
     the Commission on February 27, 2009;

(b)  The  Company's  Current  Reports on Form 8-K filed with the  Commission  on
     January 20, January 23, January 28,, and March 2, 2009;

(c)  The  description  of BOK  Financials  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.

         In addition, all documents filed by BOK Financial pursuant to Section
13(a), 13(c), 14 and 15 (d) of the Exchange Act subsequent to the date of this
Registration Statement and 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 2009 Omnibus Incentive 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 Annual  Report on Form 10-K filed with the  Commission on February 27, 2009
     is incorporated herein by this reference.

99.1 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 28th
day of April, 2009.

                          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                     April 28, 2009
-----------------------------------
George B. Kaiser

/s/ Stanley A. Lybarger                        President, Chief Executive Officer        April 28, 2009
-----------------------------------            and Director
Stanley A. Lybarger

/s/ Steven E. Nell                             Executive Vice President and              April 28, 2009
-----------------------------------           Chief Financial Officer
Steven E. Nell

/s/ John C. Morrow                             Senior Vice President and Chief           April 28, 2009
-----------------------------------            Accounting Officer
John C. Morrow

/s/ Gregory S. Allen                           Director                                  April 28, 2009
-----------------------------------
Gregory S. Allen

/s/ C. Fred Ball, Jr.                          Director                                  April 28, 2009
-----------------------------------
C. Fred Ball, Jr.

/s/ Sharon J. Bell                             Director                                  April 28, 2009
-----------------------------------
Sharon J. Bell

/s/ Peter C. Boylan, III                       Director                                  April 28, 2009
-----------------------------------
Peter C. Boylan, III

/s/ Chester Cadiuex, III                       Director                                  April 28, 2009
-----------------------------------
Chester Cadiuex, III

                                               Director                                  April 28, 2009
-----------------------------------
Joseph W. Craft, III

/s/ William E. Durrett                         Director                                  April 28, 2009
-----------------------------------
William E. Durrett

/s/ John W. Gibson                             Director                                  April 28, 2009
-----------------------------------
John W. Gibson

/s/ David F. Griffin                           Director                                  April 28, 2009
-----------------------------------
David F. Griffin

/s/ V. Burns Hargis                            Director                                  April 28, 2009
-----------------------------------
V. Burns Hargis

                                               Director                                  April 28, 2009
-----------------------------------
E. Carey Joullian, IV

/s/ Robert J. LaFortune                        Director                                  April 28, 2009
-----------------------------------
Robert J. LaFortune

/s/ Steven J. Malcolm                          Director                                  April 28, 2009
-----------------------------------
Steven J. Malcolm

/s/ E.C. Richards                              Director                                  April 28, 2009
-----------------------------------
E.C. Richards
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 April 28, 2009.

                  BOK FINANCIAL 2009 OMNIBUS INCENTIVE PLAN

             By    /s/ George B. Kaiser
                  --------------------------------------------------------------
                  George B. Kaiser, Chairman of the Board of BOK Financial
                  Corporation

             By   /s/ Stanley A. Lybarger
                  --------------------------------------------------------------
                  Stanley A.  Lybarger,  President,  Chief  Executive  Officer
                  and  Director of BOK Financial Corporation
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.
/s/ George B. Kaiser                           Chairman of the Board                     April 28, 2009
-----------------------------------
George B. Kaiser

/s/ Stanley A. Lybarger                        President, Chief Executive Officer        April 28, 2009
-----------------------------------            and Director
Stanley A. Lybarger

/s/ Steven E. Nell                             Executive Vice President and              April 28, 2009
-----------------------------------           Chief Financial Officer
Steven E. Nell

/s/ John C. Morrow                             Senior Vice President and Chief           April 28, 2009
-----------------------------------            Accounting Officer
John C. Morrow

/s/ Gregory S. Allen                           Director                                  April 28, 2009
-----------------------------------
Gregory S. Allen

/s/ C. Fred Ball, Jr.                          Director                                  April 28, 2009
-----------------------------------
C. Fred Ball, Jr.

/s/ Sharon J. Bell                             Director                                  April 28, 2009
---------------------------------------
Sharon J. Bell

/s/ Peter C. Boylan, III                       Director                                  April 28, 2009
-----------------------------------
Peter C. Boylan, III

/s/ Chester Cadiuex, III                       Director                                  April 28, 2009
-----------------------------------
Chester Cadiuex, III

                                               Director                                  April 28, 2009
-----------------------------------
Joseph W. Craft, III

/s/ William E. Durrett                         Director                                  April 28, 2009
-----------------------------------
William E. Durrett

/s/ John W. Gibson                             Director                                  April 28, 2009
-----------------------------------
John W. Gibson

/s/ David F. Griffin                           Director                                  April 28, 2009
-----------------------------------
David F. Griffin

/s/ V. Burns Hargis                            Director                                  April 28, 2009
-----------------------------------
V. Burns Hargis

                                               Director                                  April 28, 2009
-----------------------------------
E. Carey Joullian, IV

/s/ Robert J. LaFortune                        Director                                  April 28, 2009
-----------------------------------
Robert J. LaFortune

/s/ Steven J. Malcolm                          Director                                  April 28, 2009
-----------------------------------
Steven J. Malcolm

/s/ E.C. Richards                              Director                                  April 28, 2009
-----------------------------------
E.C. Richards
INDEX TO EXHIBITS

Exhibit
Number            Description of Exhibits

4.0               BOK Financial Corporation 2009 Omnibus Incentive 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