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                         74192
(Address of Principal Executive Offices)                      (Zip code)


           BOK Financial Corporation Thrift Plan for Hourly Employees
                              (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   10,000            $16.8125            $168,125       $46.73
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 74192
                                 (918) 588-6000
                           Attn: Gerald Hollingsworth

                                     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, 1999 filed with
     the Commission on March 29, 2000.

(b)  Quarterly  Report on Form 10-Q for the three  months  ended  March 31, 2000
     filed with the Commission on May 15, 2000.

(c)  Form 11-K for the year ended December 31, 1999 filed with the Commission on
     even date herewith.

(d)  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.
<PAGE>

     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 Thrift Plan for Hourly Employees.

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. See pages viii and ix.

99.0 Annual Report on Form 10-K for the year ended  December 31, 1999 filed with
     the Commission on March 29, 2000 and incorporated herein by reference.

99.1 Quarterly  Report on Form 10-Q for the three  months  ended  March 31, 2000
     filed  with the  Commission  on May 15,  2000 and  incorporated  herein  by
     reference.

99.2 Form 11-K filed with the Commission on even date herewith and  incorporated
     herein by 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  and
     incorporated herein by reference.
<PAGE>

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.
<PAGE>

                                   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 27th
day of June, 2000.

                                    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                 June 27, 2000
George B. Kaiser

/s/ Stanley A. Lybarger      President, Chief Executive Officer    June 27, 2000
Stanley A. Lybarger          and Director

/s/ John C. Morrow           Senior Vice President and Director of June 27, 2000
John C. Morrow               Financial Accounting and Reporting

/s/ Steven E. Nell           Senior Vice President and Corporate   June 27, 2000
Steven E. Nell               Controller

/s/ Wayne Allen              Director                              June 27, 2000
W. Wayne Allen

____________________________ Director                              June 27, 2000
C. Fred Ball, Jr.

____________________________ Director                              June 27, 2000
James E. Barnes

/s/ Sharon J. Bell           Director                              June 27, 2000
Sharon J. Bell

/s/ Peter Boylan, III        Director                              June 27, 2000
Peter Boylan, III

/s/ Luke R. Corbett          Director                              June 27, 2000
Luke R. Corbett

/s/ Robert H. Donaldson      Director                              June 27, 2000
Robert H. Donaldson
<PAGE>

/s/ William E. Durrett       Director                              June 27, 2000
William E. Durrett

/s/ James O. Goodwin         Director                              June 27, 2000
James O. Goodwin

____________________________ Director                              June 27, 2000
V. Burns Hargis

/s/ Howard Janzen            Director                              June 27, 2000
Howard Janzen

/s/ E. Carey Joullian, IV    Director                              June 27, 2000
E. Carey Joullian, IV

/s/ Robert L. LaFortune      Director                              June 27, 2000
Robert L. LaFortune

/s/Phillip C. Lauinger, Jr.  Director                              June 27, 2000
Phillip C. Lauinger, Jr.

/s/ John C. Lopez            Director                              June 27, 2000
John C. Lopez

____________________________ Director                              June 27, 2000
Frank A. McPherson

/s/ Steven E. Moore          Director                              June 27, 2000
Steven E. Moore

/s/ J. Larry Nichols         Director                              June 27, 2000
J. Larry Nichols

/s/ Ronald J. Norick         Director                              June 27, 2000
Ronald J. Norick

/s/ Robert L. Parker, Sr.    Director                              June 27, 2000
Robert L. Parker, Sr.

/s/ James W. Pielsticker     Director                              June 27, 2000
James W. Pielsticker

/s/ E.C. Richards            Director                              June 27, 2000
E.C. Richards

____________________________ Director                              June 27, 2000
James A. Robinson

____________________________ Director                              June 27, 2000
L. Francis Rooney, III

/s/ David J. Tippeconnic     Director                              June 27, 2000
David J. Tippeconnic

<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 June 27, 2000.

                     BOK Financial Corporation Thrift Plan for Hourly Employees


                        By   /s/ George B. Kaiser
                          George  B.  Kaiser,  Chairman  of the  Board  of  BOK
                          Financial Corporation and Administrator of the BOKF
                          Thrift Plan for Hourly Employees


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


                                POWER OF ATTORNEY

     Each person  whose  signature  appears  below hereby  authorizes  George B.
Kaiser  and  Stanley  A.  Lybarger,  or  either  of  them,  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 or Mr. Lybarger deems  appropriate,  and each such person hereby appoints
George B. Kaiser and Stanley A. Lybarger, or either of them, 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                 June 27, 2000
George B. Kaiser

/s/ Stanley A. Lybarger      President, Chief Executive Officer    June 27, 2000
Stanley A. Lybarger          and Director

/s/ John C. Morrow           Senior Vice President and Director of June 27, 2000
John C. Morrow               Financial Accounting and Reporting

/s/ Steven E. Nell           Senior Vice President and Corporate   June 27, 2000
Steven E. Nell               Controller

/s/ W. Wayne Allen           Director                              June 27, 2000
W. Wayne Allen

____________________________ Director                              June 27, 2000
C. Fred Ball, Jr.

____________________________ Director                              June 27, 2000
James E. Barnes

/s/ Sharon J. Bell           Director                              June 27, 2000
Sharon J. Bell

/s/ Peter Boylan, III        Director                              June 27, 2000
Peter Boylan, III

<PAGE>

/s/ Luke R. Corbett          Director                              June 27, 2000
Luke R. Corbett

/s/ Robert H. Donaldson      Director                              June 27, 2000
Robert H. Donaldson

/s/ William E. Durrett       Director                              June 27, 2000
William E. Durrett

/s/ James O. Goodwin         Director                              June 27, 2000
James O. Goodwin

____________________________ Director                              June 27, 2000
V. Burns Hargis

/s/ Howard Janzen            Director                              June 27, 2000
Howard Janzen

/s/ E. Carey Joullian, IV    Director                              June 27, 2000
E. Carey Joullian, IV

/s/ Robert L. LaFortune      Director                              June 27, 2000
Robert L. LaFortune

/s/ Phillip C. Lauinger, Jr. Director                              June 27, 2000
Phillip C. Lauinger, Jr.

/s/ John C. Lopez            Director                              June 27, 2000
John C. Lopez

___________________________  Director                              June 27, 2000
Frank A. McPherson

/s/ Steven E. Moore          Director                              June 27, 2000
Steven E. Moore

/s/ J. Larry Nichols         Director                              June 27, 2000
J. Larry Nichols

/s/ Ronald J. Norick         Director                              June 27, 2000
Ronald J. Norick

/s/ Robert L. Parker, Sr.    Director                              June 27, 2000
Robert L. Parker, Sr.

/s/ James W. Pielsticker     Director                              June 27, 2000
James W. Pielsticker

/s/ E.C. Richards            Director                              June 27, 2000
E.C. Richards

____________________________ Director                              June 27, 2000
James A. Robinson
<PAGE>

____________________________ Director                              June 27, 2000
L. Francis Rooney, III

/s/ David J. Tippeconnic     Director                              June 27, 2000
David J. Tippeconnic

<PAGE>


                                INDEX TO EXHIBITS


Exhibit
Number   Description of Exhibits

4.0  BOK Financial Corporation Thrift Plan for Hourly Employees.

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. See pages viii and ix.

99.0 Annual Report on Form 10-K for year ended  December 31, 1999 filed with the
     Commission on March 29, 2000 and incorporated herein by reference.

99.1 Quarterly Report on Form 10-Q for the three months ended March 31, 2000 and
     incorporated herein by reference.

99.2 Form 11-K filed on even date herewith and incorporated herein by 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  and
     incorporated herein by reference.
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{"company-data": {"conformed-name": "BOK FINANCIAL CORP ET AL", "cik": "0000875357", "assigned-sic": "6021", "irs-number": "731373454", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40280", "film-number": "662794"}, "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                         74192
(Address of Principal Executive Offices)                      (Zip code)

           BOK Financial Corporation Thrift Plan for Hourly Employees
                              (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   10,000            $16.8125            $168,125       $46.73
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 74192
                                 (918) 588-6000
                           Attn: Gerald Hollingsworth

                                     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, 1999 filed with
     the Commission on March 29, 2000.

(b)  Quarterly  Report on Form 10-Q for the three  months  ended  March 31, 2000
     filed with the Commission on May 15, 2000.

(c)  Form 11-K for the year ended December 31, 1999 filed with the Commission on
     even date herewith.

(d)  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 Thrift Plan for Hourly Employees.

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. See pages viii and ix.

99.0 Annual Report on Form 10-K for the year ended  December 31, 1999 filed with
     the Commission on March 29, 2000 and incorporated herein by reference.

99.1 Quarterly  Report on Form 10-Q for the three  months  ended  March 31, 2000
     filed  with the  Commission  on May 15,  2000 and  incorporated  herein  by
     reference.

99.2 Form 11-K filed with the Commission on even date herewith and  incorporated
     herein by 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  and
     incorporated herein by 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 27th
day of June, 2000.

                                    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                 June 27, 2000
George B. Kaiser

/s/ Stanley A. Lybarger      President, Chief Executive Officer    June 27, 2000
Stanley A. Lybarger          and Director

/s/ John C. Morrow           Senior Vice President and Director of June 27, 2000
John C. Morrow               Financial Accounting and Reporting

/s/ Steven E. Nell           Senior Vice President and Corporate   June 27, 2000
Steven E. Nell               Controller

/s/ Wayne Allen              Director                              June 27, 2000
W. Wayne Allen

____________________________ Director                              June 27, 2000
C. Fred Ball, Jr.

____________________________ Director                              June 27, 2000
James E. Barnes

/s/ Sharon J. Bell           Director                              June 27, 2000
Sharon J. Bell

/s/ Peter Boylan, III        Director                              June 27, 2000
Peter Boylan, III

/s/ Luke R. Corbett          Director                              June 27, 2000
Luke R. Corbett

/s/ Robert H. Donaldson      Director                              June 27, 2000
Robert H. Donaldson
/s/ William E. Durrett       Director                              June 27, 2000
William E. Durrett

/s/ James O. Goodwin         Director                              June 27, 2000
James O. Goodwin

____________________________ Director                              June 27, 2000
V. Burns Hargis

/s/ Howard Janzen            Director                              June 27, 2000
Howard Janzen

/s/ E. Carey Joullian, IV    Director                              June 27, 2000
E. Carey Joullian, IV

/s/ Robert L. LaFortune      Director                              June 27, 2000
Robert L. LaFortune

/s/Phillip C. Lauinger, Jr.  Director                              June 27, 2000
Phillip C. Lauinger, Jr.

/s/ John C. Lopez            Director                              June 27, 2000
John C. Lopez

____________________________ Director                              June 27, 2000
Frank A. McPherson

/s/ Steven E. Moore          Director                              June 27, 2000
Steven E. Moore

/s/ J. Larry Nichols         Director                              June 27, 2000
J. Larry Nichols

/s/ Ronald J. Norick         Director                              June 27, 2000
Ronald J. Norick

/s/ Robert L. Parker, Sr.    Director                              June 27, 2000
Robert L. Parker, Sr.

/s/ James W. Pielsticker     Director                              June 27, 2000
James W. Pielsticker

/s/ E.C. Richards            Director                              June 27, 2000
E.C. Richards

____________________________ Director                              June 27, 2000
James A. Robinson

____________________________ Director                              June 27, 2000
L. Francis Rooney, III

/s/ David J. Tippeconnic     Director                              June 27, 2000
David J. Tippeconnic
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 June 27, 2000.

                     BOK Financial Corporation Thrift Plan for Hourly Employees

                        By   /s/ George B. Kaiser
                          George  B.  Kaiser,  Chairman  of the  Board  of  BOK
                          Financial Corporation and Administrator of the BOKF
                          Thrift Plan for Hourly Employees

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

                                POWER OF ATTORNEY

     Each person  whose  signature  appears  below hereby  authorizes  George B.
Kaiser  and  Stanley  A.  Lybarger,  or  either  of  them,  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 or Mr. Lybarger deems  appropriate,  and each such person hereby appoints
George B. Kaiser and Stanley A. Lybarger, or either of them, 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                 June 27, 2000
George B. Kaiser

/s/ Stanley A. Lybarger      President, Chief Executive Officer    June 27, 2000
Stanley A. Lybarger          and Director

/s/ John C. Morrow           Senior Vice President and Director of June 27, 2000
John C. Morrow               Financial Accounting and Reporting

/s/ Steven E. Nell           Senior Vice President and Corporate   June 27, 2000
Steven E. Nell               Controller

/s/ W. Wayne Allen           Director                              June 27, 2000
W. Wayne Allen

____________________________ Director                              June 27, 2000
C. Fred Ball, Jr.

____________________________ Director                              June 27, 2000
James E. Barnes

/s/ Sharon J. Bell           Director                              June 27, 2000
Sharon J. Bell

/s/ Peter Boylan, III        Director                              June 27, 2000
Peter Boylan, III
/s/ Luke R. Corbett          Director                              June 27, 2000
Luke R. Corbett

/s/ Robert H. Donaldson      Director                              June 27, 2000
Robert H. Donaldson

/s/ William E. Durrett       Director                              June 27, 2000
William E. Durrett

/s/ James O. Goodwin         Director                              June 27, 2000
James O. Goodwin

____________________________ Director                              June 27, 2000
V. Burns Hargis

/s/ Howard Janzen            Director                              June 27, 2000
Howard Janzen

/s/ E. Carey Joullian, IV    Director                              June 27, 2000
E. Carey Joullian, IV

/s/ Robert L. LaFortune      Director                              June 27, 2000
Robert L. LaFortune

/s/ Phillip C. Lauinger, Jr. Director                              June 27, 2000
Phillip C. Lauinger, Jr.

/s/ John C. Lopez            Director                              June 27, 2000
John C. Lopez

___________________________  Director                              June 27, 2000
Frank A. McPherson

/s/ Steven E. Moore          Director                              June 27, 2000
Steven E. Moore

/s/ J. Larry Nichols         Director                              June 27, 2000
J. Larry Nichols

/s/ Ronald J. Norick         Director                              June 27, 2000
Ronald J. Norick

/s/ Robert L. Parker, Sr.    Director                              June 27, 2000
Robert L. Parker, Sr.

/s/ James W. Pielsticker     Director                              June 27, 2000
James W. Pielsticker

/s/ E.C. Richards            Director                              June 27, 2000
E.C. Richards

____________________________ Director                              June 27, 2000
James A. Robinson
____________________________ Director                              June 27, 2000
L. Francis Rooney, III

/s/ David J. Tippeconnic     Director                              June 27, 2000
David J. Tippeconnic
INDEX TO EXHIBITS

Exhibit
Number   Description of Exhibits

4.0  BOK Financial Corporation Thrift Plan for Hourly Employees.

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. See pages viii and ix.

99.0 Annual Report on Form 10-K for year ended  December 31, 1999 filed with the
     Commission on March 29, 2000 and incorporated herein by reference.

99.1 Quarterly Report on Form 10-Q for the three months ended March 31, 2000 and
     incorporated herein by reference.

99.2 Form 11-K filed on even date herewith and incorporated herein by 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  and
     incorporated herein by reference.