As filed with the Securities and Exchange Commission on August 1, 1997


                                   Registration No. _____________________


                         FORM S-8 AND FORM S-3


           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 Offices)                      (Zip code)


                  BOK Financial Corporation 1997 Stock Option Plan
                                (Full Title of Plan)


                                  Frederic Dorwart
                                    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 fee
Registered

--------------------------------------------------------------------------------
Common Stock,
$0.00006 par   900,000        $38.001           $34,200,000 (1)     $10,364
value

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.
--------
(1) Estimated for purpose of calculating registration fee.


<PAGE>



                               EXPLANATORY NOTE

         This  Registration  Statement has been prepared in accordance  with the
requirements of Form S-8 to register interests in the BOK Financial  Corporation
1997 Stock Option Plan (the "BOKF 1997 Plan") and Common Stock of BOK  Financial
Corporation offered pursuant to the BOKF 1997 Plan. Under cover of this Form S-8
is a Reoffer  Prospectus  prepared in accordance with the requirements of Part I
of Form S-3. The S-3 Reoffer  Prospectus may be utilized for  reofferings of BOK
Financial  Corporation  Common Stock  acquired by certain  Selling  Shareholders
through  participation  in the BOKF  1997  Plan.  The  identity  of the  Selling
Shareholders  and the amount to be  reoffered  is unknown as of the date of this
Registration Statement. The Reoffer Prospectus will be supplemented as the names
of the Selling Shareholders and the amounts reoffered by such individuals become
known.


                                                      - ii -

<PAGE>



                                 BOK FINANCIAL CORPORATION
                                         FORM S-8
                          CROSS REFERENCE SHEET SHOWING LOCATION
                  OF INFORMATION REQUIRED BY ITEMS OF PART I OF FORM S-3
     ITEMS OF PART I OF FORM S-3              HEADINGS IN PROSPECTUS

1.   Forepart of Registration                 Forepart and Outside Front Cover 
     Statement and Outside Front              Page
     Cover Page of Prospectus

2.   Inside Front and Outside                 Inside Front Cover Page; Available
     Back Cover Pages of                      Information; Incorporation of 
     Prospectus                               Certain Information by Reference;
                                              Table of Contents

3.   Summary Information;                     Cover Page; Summary Information
     Risk Factors; and Ratio of
     Earnings to Fixed Charges
     Risk Factors

4.   Use of Proceeds                                                    
     Not Applicable -- See Cover Page of Prospectus

5.   Determination of Offering Price          Cover Page; Summary Information

6.   Dilution                                                           
     Dilution

7.   Selling Security Holders                 Selling Shareholders

8.   Plan of Distribution                     Selling Shareholders

9.   Description of Securities                         
     Not Applicable
     to be Registered

10.  Interests of Named                       Legal Matters; Experts
     Experts and Counsel

11.  Material Changes                         Not Applicable

12.  Incorporation of Certain Information     Incorporation of Certain 
     by Reference                             Information by Reference

13.  Disclosure of Commission Position on     Indemnification of Directors and
     Indemnification for Securities Act       Officers
     Liabilities

                                     - iii -

<PAGE>



                     REOFFER PROSPECTUS DATED AUGUST 1, 1997

                 OFFER TO SELL COMMON STOCK, $0.00006 PAR VALUE
                                       OF
                            BOK FINANCIAL CORPORATION
                                       BY
                          CERTAIN SELLING SHAREHOLDERS

         This  Reoffer  Prospectus  relates to 900,000  shares of Common  Stock,
$0.00006 par value, of BOK Financial  Corporation ("BOK Financial") which may be
offered  from time to time by any or all of certain BOK  Financial  shareholders
(the "Selling  Shareholders")  who acquired BOK  Financial  Common Stock through
participation in the BOK Financial Corporation 1997 Stock Option Plan (the "BOKF
1997  Plan").  The identity of such  Selling  Shareholders  and the amount to be
reoffered  are unknown as of the date of this Reoffer  Prospectus.  This Reoffer
Prospectus  will be  supplemented  as the names and the  amounts  intended to be
resold become known. It is anticipated that the Selling  Shareholders will offer
BOK  Financial   Common  Stock  for  sale  at  the   prevailing   price  in  the
over-the-counter market on the date of sale.

         BOK Financial Common Stock is currently traded in the  over-the-counter
market and listed on the National  Association of Securities  Dealers  Automated
Quotation  System  ("NASDAQ")  under the  symbol  "BOKF".  The high and low BOKF
Common  Stock  closing bid prices on NASDAQ for the period June 15, 1997 through
July 30, 1997, were $38.50 and $31.75, respectively.  On July 28, 1997, the last
trading date for which  quotations  were  available at the time of printing this
Reoffer  Prospectus,  the closing bid price for BOKF Common Stock as reported by
NASDAQ was $38.50.  The above  prices  represent  inter-dealer  prices,  without
retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.

         BOK Financial will receive no part of the proceeds of sales made by the
Selling  Shareholders.  All expenses in connection with the registration of this
offering are being borne by BOK  Financial,  but all selling and other  expenses
incurred  by  individual  Selling  Shareholders  will be borne  by such  Selling
Shareholders.

         The Selling  Shareholders  and any broker  executing  selling orders on
behalf of the Selling  Shareholders may be deemed to be an "underwriter"  within
the meaning of the Securities Act of 1933 as amended (the "Securities  Act"), in
which event commissions received by such broker may be deemed to be underwriting
commissions under the Securities Act.

THE SECURITIES OFFERED BY THIS PROSPECTUS INVOLVE A RISK OF LOSS.
SEE "RISK FACTORS".

         THE SECURITIES  OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.



<PAGE>



                                TABLE OF CONTENTS

                                                         Page

Available Information.......................................3

Summary Information.........................................4

Risk Factors................................................4

Dilution....................................................6

Selling Shareholders........................................6

Incorporation of Certain Information by Reference...........7

Legal Matters...............................................7

Experts.................................................... 8

Indemnification of Officers and Directors...................8


                                      - 2 -

<PAGE>



         NO PERSON HAS BEEN  AUTHORIZED TO GIVE ANY  INFORMATION  OR TO MAKE ANY
REPRESENTATION  NOT CONTAINED IN THIS  PROSPECTUS  IN CONNECTION  WITH THE OFFER
AND, IF GIVEN OR MADE,  SUCH  INFORMATION OR  REPRESENTATION  MUST NOT BE RELIED
UPON AS HAVING BEEN  AUTHORIZED BY BOK FINANCIAL OR THE SELLING  SHAREHOLDERS OR
ANY OTHER PERSON.  NEITHER THE DELIVERY OF THIS  PROSPECTUS  NOR ANY  ACCEPTANCE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,  CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF BOK FINANCIAL SINCE THE RESPECTIVE  DATES AS OF
WHICH INFORMATION IS GIVEN HEREIN.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO ISSUE ANY SECURITIES OTHER THAN THE SECURITIES COVERED BY THIS PROSPECTUS, BY
BOK FINANCIAL OR ANY SELLING  SHAREHOLDER OR ANY OTHER PERSON.  THIS  PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION  OF AN OFFER TO BUY, ANY
SUCH SECURITIES BY BOK FINANCIAL OR ANY SELLING  SHAREHOLDER OR ANY OTHER PERSON
IN ANY  JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER
OR  SOLICITATION.  THE OFFER IS NOT BEING MADE TO, NOR WILL  ACCEPTANCES  OF THE
OFFER BE ACCEPTED FROM OR ON BEHALF OF, PERSONS  RESIDING IN ANY JURISDICTION IN
WHICH THE MAKING OF THE OFFER OR  ACCEPTANCE  THEREOF WOULD NOT BE IN COMPLIANCE
WITH THE LAWS OF SUCH JURISDICTION.

                              AVAILABLE INFORMATION

         BOK  Financial  is subject  to the  informational  requirements  of the
Securities  Exchange Act of 1934 ("Exchange Act") and, in accordance  therewith,
files reports, proxy statements,  and other information with the Commission. The
reports,  proxy statements and other  information  filed by BOK Financial can be
inspected and copied at the office of the Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549,  and at its Forth  Worth  Regional  Office at 503 U.S.
Courthouse,  10th and Lamar Streets,  Forth Worth,  Texas 76102.  Copies of such
material can also be obtained at prescribed  rates by writing to the  Securities
and Exchange Commission,  Public Reference Section, Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549.

         A Registration  Statement has been filed with the Commission  under the
Securities  Act of 1933,  with respect to the BOKF 1997 Plan and with respect to
Common Stock of BOK  Financial  offered to  participants  in the BOKF 1997 Plan.
This Reoffer  Prospectus  does not contain all the  information set forth in the
Registration  Statement.  For further information with respect to BOK Financial,
the BOKF 1997 Plan, and securities  which may be acquired under the terms of the
BOKF 1997 Plan, reference is made to such Registration Statement,  including the
exhibits thereto.  Additional updating information with respect to BOK Financial
may be  provided in the future by means of  supplements  or  appendices  to this
Reoffer Prospectus.

         BOK Financial  will provide  without charge to each person to whom this
Reoffer Prospectus is delivered,  upon written or oral request of such person, a
copy of any and all of the  information  that  has  been or may be  incorporated
herein by  reference  (not  including  exhibits  to  documents  incorporated  by
reference unless such exhibits are  specifically  incorporated by reference into
such documents). Requests for the foregoing materials should be made to:
                                 
                                 James A. White
                             Bank of Oklahoma Tower
                                    Suite 900
                              Tulsa, Oklahoma 74172
                                 (918) 588-6416

                                      - 3 -

<PAGE>



                               SUMMARY INFORMATION
BOK Financial

         BOK Financial was incorporated  under the laws of the State of Oklahoma
on October 24, 1990. BOK Financial is a multi-bank  holding  company  subject to
the Bank Holding Company Act of 1956 as amended. The banking subsidiaries of BOK
Financial are Bank of Oklahoma,  National Association ("BOk"),  Bank of Arkansas
National  Association  (Fayetteville,  Rogers and Springdale,  Arkansas),  First
National  Bank of Park Cities  (Dallas,  Texas),  and First Texas Bank  (Dallas,
Texas).  George  B.  Kaiser  ("Kaiser"),   the  organizing  shareholder  of  BOK
Financial, owns approximately 76% of all outstanding BOK Financial Common Stock.
BOK Financial  acquired BOk on June 7, 1991. The principal  executive offices of
BOK Financial are:

                            BOK FINANCIAL CORPORATION
                                  P.O. Box 2300
                                 Tulsa, OK 74192
                                 (918) 588-6000

GENERAL INFORMATION AND SUMMARY

         Certain  key  employees  ("Participants")  of BOK  Financial,  Bank  of
Oklahoma,  National Association and its affiliates and subsidiaries are entitled
to participate  in the BOKF 1997 Plan.  This Reoffer  Prospectus  relates to the
offer (the "Offer") of BOK Financial  Common Stock which was initially  acquired
by the  Participants  through  exercise of stock options granted pursuant to the
BOKF 1997 Plan.

         It is anticipated that the Selling  Shareholders  will offer shares for
sale at prevailing  prices in the  over-the-counter  market on the date of sale.
BOK Financial will receive no part of the proceeds of sales made hereunder.  All
expenses in connection with the  registration of the offering are being borne by
BOK  Financial,  but all selling and other  expenses  (excluding the expenses of
registration  in  connection  with the  Offer)  will be borne by the  individual
Selling Shareholders.

                                  RISK FACTORS

         THE COMMON STOCK OF BOK FINANCIAL OFFERED BY THIS PROSPECTUS INVOLVES A
RISK OF LOSS.  BOK Financial  Common Stock should be purchased only by investors
who can afford the loss of their  investment.  Each prospective  investor should
carefully consider, among other things, the following:

1.       Operating History

         BOK Financial was formed on October 24, 1990 and began  operations as a
bank  holding  company on June 7, 1991.  BOK  Financial  acquired BOk on June 7,
1991. As a bank holding company,  the profitability of BOK Financial will depend
on the results of operations of its subsidiaries.  Kaiser owns approximately 76%
of the BOKF Common Stock and  substantially  all of the BOK  Financial  Series A
Preferred  Stock.  Kaiser is Chairman of the Board of BOK Financial.  The future
results of BOK Financial  will depend,  in a significant  way, on the management
decisions of Kaiser. Prior to June 7, 1991, Kaiser had not been a controlling

                                      - 4 -

<PAGE>



shareholder or chief executive officer of a bank or bank holding company and the
principal business of Kaiser had been the acquisition and disposition of oil and
gas reserves and oil and gas exploration and production. Kaiser will continue to
devote a substantial amount of his time and efforts to his oil and gas and other
non-banking businesses.

2.       Dividend Policy

         The present  policy of BOK Financial is to retain  earnings for capital
and future  growth.  BOK Financial  management has no current plans to recommend
payment of cash dividends on BOKF Common Stock. Furthermore, for the foreseeable
future,  the  principal  sources  of  income of BOK  Financial  will be from the
operations of its subsidiary  banks. No assurance can be given that the earnings
of BOK  Financial's  subsidiaries  will permit the payment of  dividends  to BOK
Financial.  No dividends  can be paid on BOKF Common  Stock until all  dividends
accrued on the BOKF Series A Preferred  Stock have been paid.  Dividends  on the
BOKF Series A Preferred Stock accrue at the annual amount of $1.5 million in the
aggregate and are payable  quarterly.  By mutual agreement of Kaiser,  the other
holders of the BOKF  Series A Preferred  Stock (two  present  employees  and one
former  employee of  affiliates of Kaiser) and BOK  Financial,  dividends on the
BOKF  Series A  Preferred  Stock have been paid to date by the  issuance of BOKF
Common Stock in lieu of cash.

3.       Regional and National Economies

         BOK Financial is largely  dependent on the Oklahoma  regional  economy.
The business of BOK Financial, by its nature, is subject to risks,  particularly
in  volatile  economic  times.  The  Oklahoma  regional  economy is  affected by
national and international  economic and political events.  BOK Financial cannot
predict the future effect of such factors.

4.       Competition; Lending Risks

         The banking  industry in Oklahoma is increasingly  highly  competitive.
BOk  competes  with 339  banks  located  in  Oklahoma,  some of which  are major
national and regional banks. BOK Financial also competes with other  significant
institutions  which provide financial  services in its market.  BOK Financial is
subject to the competitive impact of state and federal  legislation  relating to
the geographic and product  deregulation  of the banking and financial  services
industry.  The risk of nonpayment (or deferred  payment) of loans is inherent in
commercial  banking.  The focus upon  Oklahoma in general and Tulsa and Oklahoma
City in particular makes BOK Financial dependent upon the economic conditions in
those areas.

5.       Dependence on Key Personnel

         The businesses of BOK Financial are  service-oriented and their success
will depend to a large degree upon the services of key  personnel.  There can be
no assurance of the future  ability of BOK  Financial to attract and retain such
services.

6.       Monetary Policy and Economic Conditions

        

                                      - 5 -

<PAGE>


     The operating and net income of BOK Financial will depend to a great extent
on net interest margins;  that is, the difference  between (i) the interest rate
the bank receives fromearning assets such as loans and investment securities and
(ii) the interest rate paid on  interest-bearing  liabilities  such as deposits.
These rates are highly  sensitive to many factors that are beyond the control of
BOK Financial, including general economic conditions and the policies of various
governmental and regulatory authorities.

7.       Government Regulation

         The operations of BOK Financial are and will be affected by current and
future legislation and by the policies  established from time to time by various
federal and state regulatory authorities.  In particular,  the monetary policies
of the Board of Governors of the Federal Reserve System  ("Reserve  Board") have
had a  significant  effect on the operating  results of commercial  banks in the
past and are expected to continue to do so in the future.  Among the instruments
of monetary  policy used by the Reserve  Board to implement its  objectives  are
changes in the  discount  rate  charged on bank  borrowings  and  changes in the
reserve  requirements  on bank  deposits.  It is not  possible  to predict  what
changes,  if any, will be made to the monetary  policies of the Reserve Board or
to existing  federal and state  legislation  or the effect that such changes may
have on the future business and earnings prospects of BOK Financial.

8.       Liquidation Preference of Preferred Stock

         In the event of the  liquidation  of BOK  Financial,  the BOKF Series A
Preferred Stock has a liquidation  preference value of $0.06 per share, plus the
amount of all accrued and unpaid dividends. Substantially all of the 250,000,000
issued shares of BOKF Series A Preferred  Stock are owned by Kaiser.  Additional
preferred  stock may be issued in the future.  The holders of BOKF Common  Stock
will receive no distributions  in the event of a liquidation  unless all amounts
due the holders of the preferred  stock are first paid in full. See  DESCRIPTION
OF CAPITAL STOCK-BOKF PREFERRED STOCK.

9.       Public Trading Market for BOKF Common Stock

         The BOKF Common Stock is traded on the  facilities  of NASDAQ under the
trading  symbol  "BOKF".  Kaiser and officers and directors of BOK Financial and
BOk own approximately 85% of the outstanding BOKF Common Stock which may tend to
depress  the  market  price  and limit  liquidity.  There is no  assurance  that
significant  amounts  of BOKF  Common  Stock  could be sold  other  than over an
extended period of time.

         These  and  other  factors  make an equity  interest  in BOK  Financial
subject to a risk of loss.

                                    DILUTION

         Kaiser is the  principal  shareholder  of BOK  Financial.  Kaiser  owns
approximately 76% of all BOK Financial Common Stock, without taking into account
BOK  Financial  Common Stock which may be issued  pursuant to the BOK  Financial
Series A Preferred Stock,  the BOK Master Thrift Plan and Trust  Agreement,  the
BOKF 1991 Special Stock Option Plan,  the BOKF 1992 Stock Option Plan,  the BOKF
1993 Stock Option Plan,  the BOKF 1994 Stock Option Plan, or the BOKF 1997 Stock
Option Plan. Kaiser may purchase additional shares of BOK Financial

                                      - 6 -

<PAGE>



Common Stock or preferred  stock, at any time, at a fair price determined at the
time of purchase.  The Series A Preferred Stock is convertible into Common Stock
at the ratio of one (1) share of Common Stock for each  eighty-nine  (89) shares
of Series A Preferred Stock.  Additional purchases of BOK Financial Common Stock
or  preferred  stock by Kaiser  and  conversion  of the BOK  Financial  Series A
Preferred  Stock to Common  Stock would  increase  the  percentage  ownership of
Kaiser.

         The exercise of options granted  pursuant to the BOKF 1992 Stock Option
Plan,  the BOKF 1993  Stock  Option  Plan,  the BOKF 1994 Plan and the BOKF 1997
Stock  Option Plan may result in a dilution in value per share of BOK  Financial
Common  Stock  outstanding  prior to the  exercise of such  options.  Options to
purchase  900,000 shares of BOK Financial Common Stock may be issued pursuant to
the BOKF 1997 Plan.  The BOKF 1997 Plan options will be  exercisable  at a price
equal to 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 sixty (60)  trading  days on
which at least one trade actually occurs  immediately  preceding the date of the
Award Letter (the "Option Price").  Participants may exercise the options within
three years of the date the options  vest and each  Participant's  options  vest
over seven (7) years at the rate of 14.286% per year. Thus,  certain of the BOKF
1997 Plan options will not expire  until  December 1, 2009.  Options to purchase
144,293  shares at $13.33 per share may be  exercised  pursuant to the BOKF 1992
Special  Stock Option  Plan.  Options to purchase  190,399  shares at $21.37 per
share may be exercised  pursuant to the BOKF 1993 Stock Option Plan.  Options to
purchase 692,015 shares at a weighted average exercise price of $20.23 per share
may be exercised pursuant to the BOKF 1994 Stock Option Plan.

                              SELLING SHAREHOLDERS

         The shares  being  offered  herein are shares of BOK  Financial  Common
Stock originally acquired through the exercise of stock options granted pursuant
to the BOKF 1997 Plan. At the time of filing this Reoffer Prospectus,  the names
of the Selling Shareholders and the amount of Common Stock to be reoffered under
this Reoffer  Prospectus  are unknown.  As the Selling  Shareholders'  names and
amount  of  Common  Stock to be  reoffered  become  known,  BOK  Financial  will
supplement this Reoffer Prospectus.

         The Selling  Shareholders may sell shares of BOK Financial Common Stock
in any of the following ways: (i) through dealers; (ii) through agents; or (iii)
directly  to one or more  purchasers.  The  distribution  of the  shares  of BOK
Financial  Common  Stock  may be  effected  from  time  to  time  in one or more
transactions in the  over-the-counter  market, in transactions other than in the
over-the-counter  market,  or a  combination  of  such  transactions.  Any  such
transaction may be effected at market prices  prevailing at the time of sale, at
prices  related to such  prevailing  market  prices,  or at  negotiated or fixed
prices. The Selling  Shareholders may effect such transactions by selling shares
of  BOK  Financial  Common  Stock  to  or  through   broker-dealers,   and  such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling  Stockholders and/or commissions from purchasers of
shares of BOK Financial Common Stock for whom they may act as agent. The Selling
Shareholders  and  any   broker-dealers   or  agents  that  participate  in  the
distribution of shares of BOK Financial  Common Stock by them might be deemed to
be underwriters, and any discounts, commissions

                                      - 7 -

<PAGE>



or concessions  received by any such broker-dealers or agents might be deemed to
be underwriting discounts and commissions, under the Securities Act of 1933.

         There can be no assurances  that any of the Selling  Shareholders  will
sell any or all of the  shares of BOK  Financial  Common  Stock  offered by them
hereunder.

                INCORPORATION OF CERTAIN INFORMATION 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)  1996 Annual Report on Form 10-K filed with the Commission on March
              27, 1997.

         (b)  1997  Quarterly  Report on Form 10-Q filed with the  Commission on
              May 15, 1997.

         (c)  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 under this
Reoffer  Prospectus  have been sold or which  deregisters  all  securities  then
remaining unsold specifically including, but not limited to the Annual Report on
Form  10-K for the  year  ending  December  31,  1996,  shall  be  deemed  to be
incorporated  by reference in this  Reoffer  Prospectus  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 of this Reoffer Prospectus 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 of this Reoffer Prospectus.

                                  LEGAL MATTERS

         Frederic  Dorwart has  rendered an opinion to BOK  Financial  (which is
filed as an exhibit to the Form S-8 Registration Statement of which this Reoffer
Prospectus  is a part)  to the  effect  that  the  BOK  Financial  Common  Stock
registered under the Form S-8 Registration Statement

                                      - 8 -

<PAGE>



will,  when sold, be validly  issued,  fully paid, and  nonassessable.  Frederic
Dorwart is Secretary of and General Counsel to BOK Financial and BOk.

                                     EXPERTS

         The  consolidated  financial  statements of BOK  Financial  Corporation
incorporated  by reference in BOK  Financial  Corporation's  Annual Report (Form
10-K) for the year ended  December  31, 1996 have been audited by Ernst & Young,
independent  auditors,  as set forth in their  report  therein and  incorporated
herein by reference.  Such  consolidated  financial  statements is  incorporated
herein by  reference in reliance  upon such report  given upon the  authority of
such firm as an expert in accounting and auditing.

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Pursuant to Article VI of BOK Financial's  By-laws, BOK Financial shall
indemnify its directors  and officers  against (i) expenses  incurred or paid by
him in  connection  with any claim made against him, or any actual or threatened
action, suit or proceeding in which he is involved by reason of his status as an
officer or director or by reason of any action taken or not taken by him in such
capacity,  and (ii) any  amounts  paid by him in  settlement  or by  judgment in
connection with such claim,  action, suit or proceeding.  However, an officer or
director of BOK Financial  shall be  indemnified  only if he acted in good faith
for a purpose  which he reasonably  believed to be in the best  interests of BOK
Financial and only to the extent permitted by the Oklahoma Business  Corporation
Act.

         BOK  Financial  has  purchased   insurance  against  certain  costs  of
indemnification of its officers and directors.

         Insofar  as the  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.


                                      - 9 -

<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The  documents  listed below are  incorporated  by reference  into this
Registration Statement:

         (a)      1996 Annual Report on Form 10-K filed with the Commission on
                  March 27, 1997.

         (b)      1997 Quarterly Report on Form 10-Q filed with the Commission
                  on May 15, 1997.

         (c)      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 under the
Reoffer  Prospectus  have been sold or which  deregisters  all  securities  then
remaining unsold specifically including, but not limited to the Annual Report on
Form  10-K for the  year  ending  December  31,  1996,  shall  be  deemed  to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         LEGAL MATTERS

         Frederic  Dorwart,  Frederic Dorwart,  Lawyers,  Tulsa,  Oklahoma,  has
rendered an opinion to BOK Financial  (which is filed as an exhibit to this Form
S-8  Registration  Statement) to the effect that the BOK Financial  Common Stock
registered under the Form S-8 Registration Statement will, when sold, be validly
issued,  fully paid,  and  nonassessable.  Frederic  Dorwart is Secretary of and
General Counsel to BOK Financial.

         EXPERTS

         The  consolidated  financial  statement  of BOK  Financial  Corporation
incorporated  by reference in BOK  Financial  Corporation's  Annual Report (Form
10-K) for the year ended  December  31, 1996 have been audited by Ernst & Young,
independent  auditors,  as set forth in their  report  therein and  incorporated
herein by reference. Such consolidated financial statement

                                      II-1

<PAGE>


is incorporated  herein by reference in reliance upon such report given upon the
authority of such firm as an expert in accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Pursuant to Article VI of BOK Financial's  By-laws, BOK Financial shall
indemnify its directors  and officers  against (i) expenses  incurred or paid by
him in  connection  with any claim made against him, or any actual or threatened
action, suit or proceeding in which he is involved by reason of his status as an
officer or director or by reason of any action taken or not taken by him in such
capacity,  and (ii) any  amounts  paid by him in  settlement  or by  judgment in
connection with such claim,  action, suit or proceeding.  However, an officer or
director of BOK Financial  shall be  indemnified  only if he acted in good faith
for a purpose  which he reasonably  believed to be in the best  interests of BOK
Financial and only to the extent permitted by the Oklahoma Business  Corporation
Act.

         BOK  Financial  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 NUMBER           DESCRIPTION OF EXHIBITS

         4.0        BOK Financial Corporation 1997 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         Power of Attorney.  See pages II-9 through II-10.

         99.0       1996 Annual Report on Form 10-K filed with the Commission on
                    March 27, 1997 is incorporated herein by this reference.

         99.1       1997 Quarterly Report on Form 10-Q filed with
                    the  Commission  on May 15, 1997 is  incorporated  herein by
                    this  reference.  

         99.2       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.

                                           II-2

<PAGE>



                    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)  BOK Financial undertakes:

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

                   (i)  To include any prospectus  required by Section  10(a)(3)
                        of the  Securities  Act of  1933,  to  the  extent  such
                        information  is not contained in periodic  reports filed
                        by BOK Financial pursuant to Section 13 or Section 15(d)
                        of the Securities Exchange Act;

                   (ii) To reflect in the prospectus any facts or events arising
                        after the effective date of the  Registration  Statement
                        (or the 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,  to the extent such information
                        is  not  contained  in  periodic  reports  filed  by BOK
                        Financial pursuant to Section 13 or Section 15(d) of the
                        Securities Exchange Act;

                   (iii)To include any material  information with respect to the
                        plan of  distribution  not  previously  disclosed in the
                        Registration  Statement or any  material  change to such
                        information in the Registration Statement.

              (2)  That, for the purpose 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 of such
                   securities at that time shall be deemed to be an initial bona
                   fide offering thereof.

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

      (b) BOK Financial  hereby  further  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
          section  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.


                                      II-3

<PAGE>



     (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  registrant  of expenses
          incurred or paid by a 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 its 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  policy as  expressed in the Act and will be governed by
          the final adjudication of such issue.

        [ THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK ]

                                      II-4

<PAGE>



                                   SIGNATURES

THE REGISTRANT.  Pursuant to the requirements 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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Tulsa, State of Oklahoma, as of August 1, 1997.
                             BOK FINANCIAL CORPORATION

                                  /s/ Stanley A. Lybarger
                             By   _____________________________________________
                                  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        August 1, 1997
George B. Kaiser

/s/ Stanley A. Lybarger
_____________________________        Chief Executive Officer      August 1, 1997
Stanley A. Lybarger                  and Director

/s/ James A. White
_____________________________        Executive Vice President,    August 1, 1997
James A. White                       Chief Financial Officer, 
                                     and Treasurer
/s/ John C. Morrow
_____________________________               Controller            August 1, 1997
John C. Morrow

/s/ W. Wayne Allen
_____________________________               Director              August 1, 1997
W. Wayne Allen

/s/ Keith E. Bailey
_____________________________               Director              August 1, 1997
Keith E. Bailey

_____________________________               Director              August 1, 1997
James E. Barnes

/s/ Sharon J. Bell
_____________________________               Director              August 1, 1997
Sharon J. Bell


                                             II-5

<PAGE>



/s/ Glenn A. Cox
_____________________________               Director              August 1, 1997
Glenn A. Cox

/s/ Nancy J. Davies
_____________________________               Director              August 1, 1997
Nancy J. Davies

/s/ Robert H. Donaldson
_____________________________               Director              August 1, 1997
Robert H. Donaldson

/s/ William E. Durrett
_____________________________               Director              August 1, 1997
William E. Durrett

_____________________________               Director              August 1, 1997
James O. Goodwin

/s/ V. Burns Hargis
_____________________________               Director              August 1, 1997
V. Burns Hargis

/s/ E. Carey Joullian, IV
_____________________________               Director              August 1, 1997
E. Carey Joullian, IV

/s/ Robert J. LaFortune
_____________________________               Director              August 1, 1997
Robert J. LaFortune

/s/ Phillip C. Lauinger, Jr.
_____________________________               Director              August 1, 1997
Phillip C. Lauinger, Jr.

/s/ David R. Lopez
_____________________________               Director              August 1, 1997
David R. Lopez

/s/ Frank A. McPherson
_____________________________               Director              August 1, 1997
Frank A. McPherson

_____________________________               Director              August 1, 1997
J. Larry Nichols

/s/ Robert L. Parker, Sr.
_____________________________               Director              August 1, 1997
Robert L. Parker, Sr.



                                             II-6

<PAGE>


_____________________________               Director              August 1, 1997
James W. Pielsticker

_____________________________               Director              August 1, 1997
E.C. Richards

/s/ James A. Robinson
_____________________________               Director              August 1, 1997
James A. Robinson

_____________________________               Director              August 1, 1997
L. Francis Rooney, III

_____________________________               Director              August 1, 1997
Robert L. Zemanek


                                      II-7

<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 August 1, 1997.

                            BOKF 1997 STOCK OPTION PLAN

                            /s/ George B. Kaiser
                       By   _____________________________________________
                            George B. Kaiser, Chairman of the Board of BOK
                            Financial Corporation and Administrator of the
                            BOKF 1997 Plan

                            /s/ Stanley A. Lybarger
                       By   _____________________________________________
                            Stanley A. Lybarger, President, Chief Executive
                            Officer and Director of BOK Financial Corporation
                            and Administrator of the BOKF 1997 Plan

BOK-S-8.6

                                      II-8

<PAGE>



                                POWER OF ATTORNEY

         Each person whose signature  appears below hereby  authorizes George B.
Kaiser and James A.  White,  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. White deems  appropriate,  and each such person  hereby  appoints  George B.
Kaiser and James A. White, 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 of      August 1, 1997
George B. Kaiser                   BOK Financial Corporation

/s/ Stanley A. Lybarger
_____________________________      Chief Executive Officer, and   August 1, 1997
Stanley A. Lybarger                Director of BOK Financial
                                   Corporation
/s/ James A. White
_____________________________      Executive Vice President,      August 1, 1997
James A. White                     Chief Financial Corporation Officer,
                                   and Treasurer of BOK Financial
                                   Corporation
/s/ John C. Morrow
_____________________________      Controller of BOK Financial    August 1, 1997
John C. Morrow                     Corporation

/s/ W. Wayne Allen
_____________________________      Director of BOK Financial      August 1, 1997
W. Wayne Allen                     Corporation

/s/ Keith E. Bailey
_____________________________      Director of BOK Financial      August 1, 1997
Keith E. Bailey                    Corporation

_____________________________      Director of BOK Financial      August 1, 1997
James E. Barnes                    Corporation

/s/ Sharon J. Bell
_____________________________      Director of BOK Financial      August 1, 1997
Sharon J. Bell                     Corporation

/s/ Glenn A. Cox
_____________________________      Director of BOK Financial      August 1, 1997
Glenn A. Cox                       Corporation

/s/ Nancy J. Davies
_____________________________      Director of BOK Financial      August 1, 1997
Nancy J. Davies                    Corporation

/s/ Robert H. Donaldson
_____________________________      Director of BOK Financial      August 1, 1997
Robert H. Donaldson                Corporation
          

                                           II-9

<PAGE>


/s/ William E. Durrett
_____________________________      Director of BOK Financial      August 1, 1997
William E. Durrett                 Corporation

_____________________________      Director of BOK Financial      August 1, 1997
James O. Goodwin                   Corporation

/s/ V. Burns Hargis
_____________________________      Director of BOK Financial      August 1, 1997
V. Burns Hargis                    Corporation

/s/ E. Carey Joullian, IV
_____________________________      Director of BOK Financial      August 1, 1997
E. Carey Joullian, IV              Corporation

/s/ Robert J. LaFortune
_____________________________      Director of BOK Financial      August 1, 1997
Robert J. LaFortune                Corporation

/s/ Phillip C. Lauinger, Jr.
_____________________________      Director of BOK Financial      August 1, 1997
Phillip C. Lauinger, Jr.           Corporation

/s/ David R. Lopez
_____________________________      Director of BOK Financial      August 1, 1997
David R. Lopez                     Corporation

/s/ Frank A. McPherson
_____________________________      Director of BOK Financial      August 1, 1997
Frank A. McPherson                 Corporation

_____________________________      Director of BOK Financial      August 1, 1997
J. Larry Nichols                   Corporation

/s/ Robert L. Parker, Sr.
_____________________________      Director of BOK Financial      August 1, 1997
Robert L. Parker, Sr.              Corporation

_____________________________      Director of BOK Financial      August 1, 1997
James W. Pielsticker               Corporation

_____________________________      Director of BOK Financial      August 1, 1997
E.C. Richards                      Corporation

/s/ James A Robinson
_____________________________      Director of BOK Financial      August 1, 1997
James A. Robinson                  Corporation

_____________________________      Director of BOK Financial      August 1, 1997
L. Francis Rooney, III             Corporation

_____________________________      Director of BOK Financial      August 1, 1997
Robert L. Zemanek                  Corporation


                                      II-10

<PAGE>





                                INDEX TO EXHIBITS


EXHIBIT                                                            SEQUENTIALLY
NUMBER            DESCRIPTION OF EXHIBITS                         NUMBERED PAGE

4.0               BOK Financial Corporation 1997 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                Power of Attorney

99.0              1996 Annual Report on Form 10-K filed with the
                  Commission on March 27, 1997 is incorporated herein by
                  this reference.

99.1              1997 Quarterly Report on Form 10-Q filed with the
                  Commission on May 15, 1997 is incorporated herein by this
                  reference.

99.2              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.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 53205}]
{"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": "333-32649", "film-number": "97650064"}, "business-address": {"street1": "BANK OF OKLAHOMA TOWER", "street2": "PO BOX 2300", "city": "TULSA", "state": "OK", "zip": "74192", "phone": "9185886000"}, "mail-address": {"street1": "BANK OF OKLAHOMA TOWER", "street2": "P O BOX 2300", "city": "TULSA", "state": "OK", "zip": "74192"}}
As filed with the Securities and Exchange Commission on August 1, 1997

                                   Registration No. _____________________

                         FORM S-8 AND FORM S-3

           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 Offices)                      (Zip code)

                  BOK Financial Corporation 1997 Stock Option Plan
                                (Full Title of Plan)

                                  Frederic Dorwart
                                    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 fee
Registered

--------------------------------------------------------------------------------
Common Stock,
$0.00006 par   900,000        $38.001           $34,200,000 (1)     $10,364
value

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.
--------
(1) Estimated for purpose of calculating registration fee.
EXPLANATORY NOTE

         This  Registration  Statement has been prepared in accordance  with the
requirements of Form S-8 to register interests in the BOK Financial  Corporation
1997 Stock Option Plan (the "BOKF 1997 Plan") and Common Stock of BOK  Financial
Corporation offered pursuant to the BOKF 1997 Plan. Under cover of this Form S-8
is a Reoffer  Prospectus  prepared in accordance with the requirements of Part I
of Form S-3. The S-3 Reoffer  Prospectus may be utilized for  reofferings of BOK
Financial  Corporation  Common Stock  acquired by certain  Selling  Shareholders
through  participation  in the BOKF  1997  Plan.  The  identity  of the  Selling
Shareholders  and the amount to be  reoffered  is unknown as of the date of this
Registration Statement. The Reoffer Prospectus will be supplemented as the names
of the Selling Shareholders and the amounts reoffered by such individuals become
known.

                                                      - ii -
BOK FINANCIAL CORPORATION
                                         FORM S-8
                          CROSS REFERENCE SHEET SHOWING LOCATION
                  OF INFORMATION REQUIRED BY ITEMS OF PART I OF FORM S-3
     ITEMS OF PART I OF FORM S-3              HEADINGS IN PROSPECTUS

1.   Forepart of Registration                 Forepart and Outside Front Cover 
     Statement and Outside Front              Page
     Cover Page of Prospectus

2.   Inside Front and Outside                 Inside Front Cover Page; Available
     Back Cover Pages of                      Information; Incorporation of 
     Prospectus                               Certain Information by Reference;
                                              Table of Contents

3.   Summary Information;                     Cover Page; Summary Information
     Risk Factors; and Ratio of
     Earnings to Fixed Charges
     Risk Factors

4.   Use of Proceeds                                                    
     Not Applicable -- See Cover Page of Prospectus

5.   Determination of Offering Price          Cover Page; Summary Information

6.   Dilution                                                           
     Dilution

7.   Selling Security Holders                 Selling Shareholders

8.   Plan of Distribution                     Selling Shareholders

9.   Description of Securities                         
     Not Applicable
     to be Registered

10.  Interests of Named                       Legal Matters; Experts
     Experts and Counsel

11.  Material Changes                         Not Applicable

12.  Incorporation of Certain Information     Incorporation of Certain 
     by Reference                             Information by Reference

13.  Disclosure of Commission Position on     Indemnification of Directors and
     Indemnification for Securities Act       Officers
     Liabilities

                                     - iii -
REOFFER PROSPECTUS DATED AUGUST 1, 1997

                 OFFER TO SELL COMMON STOCK, $0.00006 PAR VALUE
                                       OF
                            BOK FINANCIAL CORPORATION
                                       BY
                          CERTAIN SELLING SHAREHOLDERS

         This  Reoffer  Prospectus  relates to 900,000  shares of Common  Stock,
$0.00006 par value, of BOK Financial  Corporation ("BOK Financial") which may be
offered  from time to time by any or all of certain BOK  Financial  shareholders
(the "Selling  Shareholders")  who acquired BOK  Financial  Common Stock through
participation in the BOK Financial Corporation 1997 Stock Option Plan (the "BOKF
1997  Plan").  The identity of such  Selling  Shareholders  and the amount to be
reoffered  are unknown as of the date of this Reoffer  Prospectus.  This Reoffer
Prospectus  will be  supplemented  as the names and the  amounts  intended to be
resold become known. It is anticipated that the Selling  Shareholders will offer
BOK  Financial   Common  Stock  for  sale  at  the   prevailing   price  in  the
over-the-counter market on the date of sale.

         BOK Financial Common Stock is currently traded in the  over-the-counter
market and listed on the National  Association of Securities  Dealers  Automated
Quotation  System  ("NASDAQ")  under the  symbol  "BOKF".  The high and low BOKF
Common  Stock  closing bid prices on NASDAQ for the period June 15, 1997 through
July 30, 1997, were $38.50 and $31.75, respectively.  On July 28, 1997, the last
trading date for which  quotations  were  available at the time of printing this
Reoffer  Prospectus,  the closing bid price for BOKF Common Stock as reported by
NASDAQ was $38.50.  The above  prices  represent  inter-dealer  prices,  without
retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.

         BOK Financial will receive no part of the proceeds of sales made by the
Selling  Shareholders.  All expenses in connection with the registration of this
offering are being borne by BOK  Financial,  but all selling and other  expenses
incurred  by  individual  Selling  Shareholders  will be borne  by such  Selling
Shareholders.

         The Selling  Shareholders  and any broker  executing  selling orders on
behalf of the Selling  Shareholders may be deemed to be an "underwriter"  within
the meaning of the Securities Act of 1933 as amended (the "Securities  Act"), in
which event commissions received by such broker may be deemed to be underwriting
commissions under the Securities Act.

THE SECURITIES OFFERED BY THIS PROSPECTUS INVOLVE A RISK OF LOSS.
SEE "RISK FACTORS".

         THE SECURITIES  OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS

                                                         Page

Available Information.......................................3

Summary Information.........................................4

Risk Factors................................................4

Dilution....................................................6

Selling Shareholders........................................6

Incorporation of Certain Information by Reference...........7

Legal Matters...............................................7

Experts.................................................... 8

Indemnification of Officers and Directors...................8

                                      - 2 -
NO PERSON HAS BEEN  AUTHORIZED TO GIVE ANY  INFORMATION  OR TO MAKE ANY
REPRESENTATION  NOT CONTAINED IN THIS  PROSPECTUS  IN CONNECTION  WITH THE OFFER
AND, IF GIVEN OR MADE,  SUCH  INFORMATION OR  REPRESENTATION  MUST NOT BE RELIED
UPON AS HAVING BEEN  AUTHORIZED BY BOK FINANCIAL OR THE SELLING  SHAREHOLDERS OR
ANY OTHER PERSON.  NEITHER THE DELIVERY OF THIS  PROSPECTUS  NOR ANY  ACCEPTANCE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,  CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF BOK FINANCIAL SINCE THE RESPECTIVE  DATES AS OF
WHICH INFORMATION IS GIVEN HEREIN.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO ISSUE ANY SECURITIES OTHER THAN THE SECURITIES COVERED BY THIS PROSPECTUS, BY
BOK FINANCIAL OR ANY SELLING  SHAREHOLDER OR ANY OTHER PERSON.  THIS  PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION  OF AN OFFER TO BUY, ANY
SUCH SECURITIES BY BOK FINANCIAL OR ANY SELLING  SHAREHOLDER OR ANY OTHER PERSON
IN ANY  JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER
OR  SOLICITATION.  THE OFFER IS NOT BEING MADE TO, NOR WILL  ACCEPTANCES  OF THE
OFFER BE ACCEPTED FROM OR ON BEHALF OF, PERSONS  RESIDING IN ANY JURISDICTION IN
WHICH THE MAKING OF THE OFFER OR  ACCEPTANCE  THEREOF WOULD NOT BE IN COMPLIANCE
WITH THE LAWS OF SUCH JURISDICTION.

                              AVAILABLE INFORMATION

         BOK  Financial  is subject  to the  informational  requirements  of the
Securities  Exchange Act of 1934 ("Exchange Act") and, in accordance  therewith,
files reports, proxy statements,  and other information with the Commission. The
reports,  proxy statements and other  information  filed by BOK Financial can be
inspected and copied at the office of the Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549,  and at its Forth  Worth  Regional  Office at 503 U.S.
Courthouse,  10th and Lamar Streets,  Forth Worth,  Texas 76102.  Copies of such
material can also be obtained at prescribed  rates by writing to the  Securities
and Exchange Commission,  Public Reference Section, Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549.

         A Registration  Statement has been filed with the Commission  under the
Securities  Act of 1933,  with respect to the BOKF 1997 Plan and with respect to
Common Stock of BOK  Financial  offered to  participants  in the BOKF 1997 Plan.
This Reoffer  Prospectus  does not contain all the  information set forth in the
Registration  Statement.  For further information with respect to BOK Financial,
the BOKF 1997 Plan, and securities  which may be acquired under the terms of the
BOKF 1997 Plan, reference is made to such Registration Statement,  including the
exhibits thereto.  Additional updating information with respect to BOK Financial
may be  provided in the future by means of  supplements  or  appendices  to this
Reoffer Prospectus.

         BOK Financial  will provide  without charge to each person to whom this
Reoffer Prospectus is delivered,  upon written or oral request of such person, a
copy of any and all of the  information  that  has  been or may be  incorporated
herein by  reference  (not  including  exhibits  to  documents  incorporated  by
reference unless such exhibits are  specifically  incorporated by reference into
such documents). Requests for the foregoing materials should be made to:
                                 
                                 James A. White
                             Bank of Oklahoma Tower
                                    Suite 900
                              Tulsa, Oklahoma 74172
                                 (918) 588-6416

                                      - 3 -
SUMMARY INFORMATION
BOK Financial

         BOK Financial was incorporated  under the laws of the State of Oklahoma
on October 24, 1990. BOK Financial is a multi-bank  holding  company  subject to
the Bank Holding Company Act of 1956 as amended. The banking subsidiaries of BOK
Financial are Bank of Oklahoma,  National Association ("BOk"),  Bank of Arkansas
National  Association  (Fayetteville,  Rogers and Springdale,  Arkansas),  First
National  Bank of Park Cities  (Dallas,  Texas),  and First Texas Bank  (Dallas,
Texas).  George  B.  Kaiser  ("Kaiser"),   the  organizing  shareholder  of  BOK
Financial, owns approximately 76% of all outstanding BOK Financial Common Stock.
BOK Financial  acquired BOk on June 7, 1991. The principal  executive offices of
BOK Financial are:

                            BOK FINANCIAL CORPORATION
                                  P.O. Box 2300
                                 Tulsa, OK 74192
                                 (918) 588-6000

GENERAL INFORMATION AND SUMMARY

         Certain  key  employees  ("Participants")  of BOK  Financial,  Bank  of
Oklahoma,  National Association and its affiliates and subsidiaries are entitled
to participate  in the BOKF 1997 Plan.  This Reoffer  Prospectus  relates to the
offer (the "Offer") of BOK Financial  Common Stock which was initially  acquired
by the  Participants  through  exercise of stock options granted pursuant to the
BOKF 1997 Plan.

         It is anticipated that the Selling  Shareholders  will offer shares for
sale at prevailing  prices in the  over-the-counter  market on the date of sale.
BOK Financial will receive no part of the proceeds of sales made hereunder.  All
expenses in connection with the  registration of the offering are being borne by
BOK  Financial,  but all selling and other  expenses  (excluding the expenses of
registration  in  connection  with the  Offer)  will be borne by the  individual
Selling Shareholders.

                                  RISK FACTORS

         THE COMMON STOCK OF BOK FINANCIAL OFFERED BY THIS PROSPECTUS INVOLVES A
RISK OF LOSS.  BOK Financial  Common Stock should be purchased only by investors
who can afford the loss of their  investment.  Each prospective  investor should
carefully consider, among other things, the following:

1.       Operating History

         BOK Financial was formed on October 24, 1990 and began  operations as a
bank  holding  company on June 7, 1991.  BOK  Financial  acquired BOk on June 7,
1991. As a bank holding company,  the profitability of BOK Financial will depend
on the results of operations of its subsidiaries.  Kaiser owns approximately 76%
of the BOKF Common Stock and  substantially  all of the BOK  Financial  Series A
Preferred  Stock.  Kaiser is Chairman of the Board of BOK Financial.  The future
results of BOK Financial  will depend,  in a significant  way, on the management
decisions of Kaiser. Prior to June 7, 1991, Kaiser had not been a controlling

                                      - 4 -
shareholder or chief executive officer of a bank or bank holding company and the
principal business of Kaiser had been the acquisition and disposition of oil and
gas reserves and oil and gas exploration and production. Kaiser will continue to
devote a substantial amount of his time and efforts to his oil and gas and other
non-banking businesses.

2.       Dividend Policy

         The present  policy of BOK Financial is to retain  earnings for capital
and future  growth.  BOK Financial  management has no current plans to recommend
payment of cash dividends on BOKF Common Stock. Furthermore, for the foreseeable
future,  the  principal  sources  of  income of BOK  Financial  will be from the
operations of its subsidiary  banks. No assurance can be given that the earnings
of BOK  Financial's  subsidiaries  will permit the payment of  dividends  to BOK
Financial.  No dividends  can be paid on BOKF Common  Stock until all  dividends
accrued on the BOKF Series A Preferred  Stock have been paid.  Dividends  on the
BOKF Series A Preferred Stock accrue at the annual amount of $1.5 million in the
aggregate and are payable  quarterly.  By mutual agreement of Kaiser,  the other
holders of the BOKF  Series A Preferred  Stock (two  present  employees  and one
former  employee of  affiliates of Kaiser) and BOK  Financial,  dividends on the
BOKF  Series A  Preferred  Stock have been paid to date by the  issuance of BOKF
Common Stock in lieu of cash.

3.       Regional and National Economies

         BOK Financial is largely  dependent on the Oklahoma  regional  economy.
The business of BOK Financial, by its nature, is subject to risks,  particularly
in  volatile  economic  times.  The  Oklahoma  regional  economy is  affected by
national and international  economic and political events.  BOK Financial cannot
predict the future effect of such factors.

4.       Competition; Lending Risks

         The banking  industry in Oklahoma is increasingly  highly  competitive.
BOk  competes  with 339  banks  located  in  Oklahoma,  some of which  are major
national and regional banks. BOK Financial also competes with other  significant
institutions  which provide financial  services in its market.  BOK Financial is
subject to the competitive impact of state and federal  legislation  relating to
the geographic and product  deregulation  of the banking and financial  services
industry.  The risk of nonpayment (or deferred  payment) of loans is inherent in
commercial  banking.  The focus upon  Oklahoma in general and Tulsa and Oklahoma
City in particular makes BOK Financial dependent upon the economic conditions in
those areas.

5.       Dependence on Key Personnel

         The businesses of BOK Financial are  service-oriented and their success
will depend to a large degree upon the services of key  personnel.  There can be
no assurance of the future  ability of BOK  Financial to attract and retain such
services.

6.       Monetary Policy and Economic Conditions

        

                                      - 5 -
The operating and net income of BOK Financial will depend to a great extent
on net interest margins;  that is, the difference  between (i) the interest rate
the bank receives fromearning assets such as loans and investment securities and
(ii) the interest rate paid on  interest-bearing  liabilities  such as deposits.
These rates are highly  sensitive to many factors that are beyond the control of
BOK Financial, including general economic conditions and the policies of various
governmental and regulatory authorities.

7.       Government Regulation

         The operations of BOK Financial are and will be affected by current and
future legislation and by the policies  established from time to time by various
federal and state regulatory authorities.  In particular,  the monetary policies
of the Board of Governors of the Federal Reserve System  ("Reserve  Board") have
had a  significant  effect on the operating  results of commercial  banks in the
past and are expected to continue to do so in the future.  Among the instruments
of monetary  policy used by the Reserve  Board to implement its  objectives  are
changes in the  discount  rate  charged on bank  borrowings  and  changes in the
reserve  requirements  on bank  deposits.  It is not  possible  to predict  what
changes,  if any, will be made to the monetary  policies of the Reserve Board or
to existing  federal and state  legislation  or the effect that such changes may
have on the future business and earnings prospects of BOK Financial.

8.       Liquidation Preference of Preferred Stock

         In the event of the  liquidation  of BOK  Financial,  the BOKF Series A
Preferred Stock has a liquidation  preference value of $0.06 per share, plus the
amount of all accrued and unpaid dividends. Substantially all of the 250,000,000
issued shares of BOKF Series A Preferred  Stock are owned by Kaiser.  Additional
preferred  stock may be issued in the future.  The holders of BOKF Common  Stock
will receive no distributions  in the event of a liquidation  unless all amounts
due the holders of the preferred  stock are first paid in full. See  DESCRIPTION
OF CAPITAL STOCK-BOKF PREFERRED STOCK.

9.       Public Trading Market for BOKF Common Stock

         The BOKF Common Stock is traded on the  facilities  of NASDAQ under the
trading  symbol  "BOKF".  Kaiser and officers and directors of BOK Financial and
BOk own approximately 85% of the outstanding BOKF Common Stock which may tend to
depress  the  market  price  and limit  liquidity.  There is no  assurance  that
significant  amounts  of BOKF  Common  Stock  could be sold  other  than over an
extended period of time.

         These  and  other  factors  make an equity  interest  in BOK  Financial
subject to a risk of loss.

                                    DILUTION

         Kaiser is the  principal  shareholder  of BOK  Financial.  Kaiser  owns
approximately 76% of all BOK Financial Common Stock, without taking into account
BOK  Financial  Common Stock which may be issued  pursuant to the BOK  Financial
Series A Preferred Stock,  the BOK Master Thrift Plan and Trust  Agreement,  the
BOKF 1991 Special Stock Option Plan,  the BOKF 1992 Stock Option Plan,  the BOKF
1993 Stock Option Plan,  the BOKF 1994 Stock Option Plan, or the BOKF 1997 Stock
Option Plan. Kaiser may purchase additional shares of BOK Financial

                                      - 6 -
Common Stock or preferred  stock, at any time, at a fair price determined at the
time of purchase.  The Series A Preferred Stock is convertible into Common Stock
at the ratio of one (1) share of Common Stock for each  eighty-nine  (89) shares
of Series A Preferred Stock.  Additional purchases of BOK Financial Common Stock
or  preferred  stock by Kaiser  and  conversion  of the BOK  Financial  Series A
Preferred  Stock to Common  Stock would  increase  the  percentage  ownership of
Kaiser.

         The exercise of options granted  pursuant to the BOKF 1992 Stock Option
Plan,  the BOKF 1993  Stock  Option  Plan,  the BOKF 1994 Plan and the BOKF 1997
Stock  Option Plan may result in a dilution in value per share of BOK  Financial
Common  Stock  outstanding  prior to the  exercise of such  options.  Options to
purchase  900,000 shares of BOK Financial Common Stock may be issued pursuant to
the BOKF 1997 Plan.  The BOKF 1997 Plan options will be  exercisable  at a price
equal to 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 sixty (60)  trading  days on
which at least one trade actually occurs  immediately  preceding the date of the
Award Letter (the "Option Price").  Participants may exercise the options within
three years of the date the options  vest and each  Participant's  options  vest
over seven (7) years at the rate of 14.286% per year. Thus,  certain of the BOKF
1997 Plan options will not expire  until  December 1, 2009.  Options to purchase
144,293  shares at $13.33 per share may be  exercised  pursuant to the BOKF 1992
Special  Stock Option  Plan.  Options to purchase  190,399  shares at $21.37 per
share may be exercised  pursuant to the BOKF 1993 Stock Option Plan.  Options to
purchase 692,015 shares at a weighted average exercise price of $20.23 per share
may be exercised pursuant to the BOKF 1994 Stock Option Plan.

                              SELLING SHAREHOLDERS

         The shares  being  offered  herein are shares of BOK  Financial  Common
Stock originally acquired through the exercise of stock options granted pursuant
to the BOKF 1997 Plan. At the time of filing this Reoffer Prospectus,  the names
of the Selling Shareholders and the amount of Common Stock to be reoffered under
this Reoffer  Prospectus  are unknown.  As the Selling  Shareholders'  names and
amount  of  Common  Stock to be  reoffered  become  known,  BOK  Financial  will
supplement this Reoffer Prospectus.

         The Selling  Shareholders may sell shares of BOK Financial Common Stock
in any of the following ways: (i) through dealers; (ii) through agents; or (iii)
directly  to one or more  purchasers.  The  distribution  of the  shares  of BOK
Financial  Common  Stock  may be  effected  from  time  to  time  in one or more
transactions in the  over-the-counter  market, in transactions other than in the
over-the-counter  market,  or a  combination  of  such  transactions.  Any  such
transaction may be effected at market prices  prevailing at the time of sale, at
prices  related to such  prevailing  market  prices,  or at  negotiated or fixed
prices. The Selling  Shareholders may effect such transactions by selling shares
of  BOK  Financial  Common  Stock  to  or  through   broker-dealers,   and  such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling  Stockholders and/or commissions from purchasers of
shares of BOK Financial Common Stock for whom they may act as agent. The Selling
Shareholders  and  any   broker-dealers   or  agents  that  participate  in  the
distribution of shares of BOK Financial  Common Stock by them might be deemed to
be underwriters, and any discounts, commissions

                                      - 7 -
or concessions  received by any such broker-dealers or agents might be deemed to
be underwriting discounts and commissions, under the Securities Act of 1933.

         There can be no assurances  that any of the Selling  Shareholders  will
sell any or all of the  shares of BOK  Financial  Common  Stock  offered by them
hereunder.

                INCORPORATION OF CERTAIN INFORMATION 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)  1996 Annual Report on Form 10-K filed with the Commission on March
              27, 1997.

         (b)  1997  Quarterly  Report on Form 10-Q filed with the  Commission on
              May 15, 1997.

         (c)  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 under this
Reoffer  Prospectus  have been sold or which  deregisters  all  securities  then
remaining unsold specifically including, but not limited to the Annual Report on
Form  10-K for the  year  ending  December  31,  1996,  shall  be  deemed  to be
incorporated  by reference in this  Reoffer  Prospectus  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 of this Reoffer Prospectus 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 of this Reoffer Prospectus.

                                  LEGAL MATTERS

         Frederic  Dorwart has  rendered an opinion to BOK  Financial  (which is
filed as an exhibit to the Form S-8 Registration Statement of which this Reoffer
Prospectus  is a part)  to the  effect  that  the  BOK  Financial  Common  Stock
registered under the Form S-8 Registration Statement

                                      - 8 -
will,  when sold, be validly  issued,  fully paid, and  nonassessable.  Frederic
Dorwart is Secretary of and General Counsel to BOK Financial and BOk.

                                     EXPERTS

         The  consolidated  financial  statements of BOK  Financial  Corporation
incorporated  by reference in BOK  Financial  Corporation's  Annual Report (Form
10-K) for the year ended  December  31, 1996 have been audited by Ernst & Young,
independent  auditors,  as set forth in their  report  therein and  incorporated
herein by reference.  Such  consolidated  financial  statements is  incorporated
herein by  reference in reliance  upon such report  given upon the  authority of
such firm as an expert in accounting and auditing.

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Pursuant to Article VI of BOK Financial's  By-laws, BOK Financial shall
indemnify its directors  and officers  against (i) expenses  incurred or paid by
him in  connection  with any claim made against him, or any actual or threatened
action, suit or proceeding in which he is involved by reason of his status as an
officer or director or by reason of any action taken or not taken by him in such
capacity,  and (ii) any  amounts  paid by him in  settlement  or by  judgment in
connection with such claim,  action, suit or proceeding.  However, an officer or
director of BOK Financial  shall be  indemnified  only if he acted in good faith
for a purpose  which he reasonably  believed to be in the best  interests of BOK
Financial and only to the extent permitted by the Oklahoma Business  Corporation
Act.

         BOK  Financial  has  purchased   insurance  against  certain  costs  of
indemnification of its officers and directors.

         Insofar  as the  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.

                                      - 9 -
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The  documents  listed below are  incorporated  by reference  into this
Registration Statement:

         (a)      1996 Annual Report on Form 10-K filed with the Commission on
                  March 27, 1997.

         (b)      1997 Quarterly Report on Form 10-Q filed with the Commission
                  on May 15, 1997.

         (c)      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 under the
Reoffer  Prospectus  have been sold or which  deregisters  all  securities  then
remaining unsold specifically including, but not limited to the Annual Report on
Form  10-K for the  year  ending  December  31,  1996,  shall  be  deemed  to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         LEGAL MATTERS

         Frederic  Dorwart,  Frederic Dorwart,  Lawyers,  Tulsa,  Oklahoma,  has
rendered an opinion to BOK Financial  (which is filed as an exhibit to this Form
S-8  Registration  Statement) to the effect that the BOK Financial  Common Stock
registered under the Form S-8 Registration Statement will, when sold, be validly
issued,  fully paid,  and  nonassessable.  Frederic  Dorwart is Secretary of and
General Counsel to BOK Financial.

         EXPERTS

         The  consolidated  financial  statement  of BOK  Financial  Corporation
incorporated  by reference in BOK  Financial  Corporation's  Annual Report (Form
10-K) for the year ended  December  31, 1996 have been audited by Ernst & Young,
independent  auditors,  as set forth in their  report  therein and  incorporated
herein by reference. Such consolidated financial statement

                                      II-1
is incorporated  herein by reference in reliance upon such report given upon the
authority of such firm as an expert in accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Pursuant to Article VI of BOK Financial's  By-laws, BOK Financial shall
indemnify its directors  and officers  against (i) expenses  incurred or paid by
him in  connection  with any claim made against him, or any actual or threatened
action, suit or proceeding in which he is involved by reason of his status as an
officer or director or by reason of any action taken or not taken by him in such
capacity,  and (ii) any  amounts  paid by him in  settlement  or by  judgment in
connection with such claim,  action, suit or proceeding.  However, an officer or
director of BOK Financial  shall be  indemnified  only if he acted in good faith
for a purpose  which he reasonably  believed to be in the best  interests of BOK
Financial and only to the extent permitted by the Oklahoma Business  Corporation
Act.

         BOK  Financial  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 NUMBER           DESCRIPTION OF EXHIBITS

         4.0        BOK Financial Corporation 1997 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         Power of Attorney.  See pages II-9 through II-10.

         99.0       1996 Annual Report on Form 10-K filed with the Commission on
                    March 27, 1997 is incorporated herein by this reference.

         99.1       1997 Quarterly Report on Form 10-Q filed with
                    the  Commission  on May 15, 1997 is  incorporated  herein by
                    this  reference.  

         99.2       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.

                                           II-2
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)  BOK Financial undertakes:

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

                   (i)  To include any prospectus  required by Section  10(a)(3)
                        of the  Securities  Act of  1933,  to  the  extent  such
                        information  is not contained in periodic  reports filed
                        by BOK Financial pursuant to Section 13 or Section 15(d)
                        of the Securities Exchange Act;

                   (ii) To reflect in the prospectus any facts or events arising
                        after the effective date of the  Registration  Statement
                        (or the 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,  to the extent such information
                        is  not  contained  in  periodic  reports  filed  by BOK
                        Financial pursuant to Section 13 or Section 15(d) of the
                        Securities Exchange Act;

                   (iii)To include any material  information with respect to the
                        plan of  distribution  not  previously  disclosed in the
                        Registration  Statement or any  material  change to such
                        information in the Registration Statement.

              (2)  That, for the purpose 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 of such
                   securities at that time shall be deemed to be an initial bona
                   fide offering thereof.

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

      (b) BOK Financial  hereby  further  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
          section  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.

                                      II-3
(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  registrant  of expenses
          incurred or paid by a 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 its 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  policy as  expressed in the Act and will be governed by
          the final adjudication of such issue.

        [ THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK ]

                                      II-4
SIGNATURES

THE REGISTRANT.  Pursuant to the requirements 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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Tulsa, State of Oklahoma, as of August 1, 1997.
                             BOK FINANCIAL CORPORATION

                                  /s/ Stanley A. Lybarger
                             By   _____________________________________________
                                  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        August 1, 1997
George B. Kaiser

/s/ Stanley A. Lybarger
_____________________________        Chief Executive Officer      August 1, 1997
Stanley A. Lybarger                  and Director

/s/ James A. White
_____________________________        Executive Vice President,    August 1, 1997
James A. White                       Chief Financial Officer, 
                                     and Treasurer
/s/ John C. Morrow
_____________________________               Controller            August 1, 1997
John C. Morrow

/s/ W. Wayne Allen
_____________________________               Director              August 1, 1997
W. Wayne Allen

/s/ Keith E. Bailey
_____________________________               Director              August 1, 1997
Keith E. Bailey

_____________________________               Director              August 1, 1997
James E. Barnes

/s/ Sharon J. Bell
_____________________________               Director              August 1, 1997
Sharon J. Bell

                                             II-5
/s/ Glenn A. Cox
_____________________________               Director              August 1, 1997
Glenn A. Cox

/s/ Nancy J. Davies
_____________________________               Director              August 1, 1997
Nancy J. Davies

/s/ Robert H. Donaldson
_____________________________               Director              August 1, 1997
Robert H. Donaldson

/s/ William E. Durrett
_____________________________               Director              August 1, 1997
William E. Durrett

_____________________________               Director              August 1, 1997
James O. Goodwin

/s/ V. Burns Hargis
_____________________________               Director              August 1, 1997
V. Burns Hargis

/s/ E. Carey Joullian, IV
_____________________________               Director              August 1, 1997
E. Carey Joullian, IV

/s/ Robert J. LaFortune
_____________________________               Director              August 1, 1997
Robert J. LaFortune

/s/ Phillip C. Lauinger, Jr.
_____________________________               Director              August 1, 1997
Phillip C. Lauinger, Jr.

/s/ David R. Lopez
_____________________________               Director              August 1, 1997
David R. Lopez

/s/ Frank A. McPherson
_____________________________               Director              August 1, 1997
Frank A. McPherson

_____________________________               Director              August 1, 1997
J. Larry Nichols

/s/ Robert L. Parker, Sr.
_____________________________               Director              August 1, 1997
Robert L. Parker, Sr.

                                             II-6
_____________________________               Director              August 1, 1997
James W. Pielsticker

_____________________________               Director              August 1, 1997
E.C. Richards

/s/ James A. Robinson
_____________________________               Director              August 1, 1997
James A. Robinson

_____________________________               Director              August 1, 1997
L. Francis Rooney, III

_____________________________               Director              August 1, 1997
Robert L. Zemanek

                                      II-7
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 August 1, 1997.

                            BOKF 1997 STOCK OPTION PLAN

                            /s/ George B. Kaiser
                       By   _____________________________________________
                            George B. Kaiser, Chairman of the Board of BOK
                            Financial Corporation and Administrator of the
                            BOKF 1997 Plan

                            /s/ Stanley A. Lybarger
                       By   _____________________________________________
                            Stanley A. Lybarger, President, Chief Executive
                            Officer and Director of BOK Financial Corporation
                            and Administrator of the BOKF 1997 Plan

BOK-S-8.6

                                      II-8
POWER OF ATTORNEY

         Each person whose signature  appears below hereby  authorizes George B.
Kaiser and James A.  White,  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. White deems  appropriate,  and each such person  hereby  appoints  George B.
Kaiser and James A. White, 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 of      August 1, 1997
George B. Kaiser                   BOK Financial Corporation

/s/ Stanley A. Lybarger
_____________________________      Chief Executive Officer, and   August 1, 1997
Stanley A. Lybarger                Director of BOK Financial
                                   Corporation
/s/ James A. White
_____________________________      Executive Vice President,      August 1, 1997
James A. White                     Chief Financial Corporation Officer,
                                   and Treasurer of BOK Financial
                                   Corporation
/s/ John C. Morrow
_____________________________      Controller of BOK Financial    August 1, 1997
John C. Morrow                     Corporation

/s/ W. Wayne Allen
_____________________________      Director of BOK Financial      August 1, 1997
W. Wayne Allen                     Corporation

/s/ Keith E. Bailey
_____________________________      Director of BOK Financial      August 1, 1997
Keith E. Bailey                    Corporation

_____________________________      Director of BOK Financial      August 1, 1997
James E. Barnes                    Corporation

/s/ Sharon J. Bell
_____________________________      Director of BOK Financial      August 1, 1997
Sharon J. Bell                     Corporation

/s/ Glenn A. Cox
_____________________________      Director of BOK Financial      August 1, 1997
Glenn A. Cox                       Corporation

/s/ Nancy J. Davies
_____________________________      Director of BOK Financial      August 1, 1997
Nancy J. Davies                    Corporation

/s/ Robert H. Donaldson
_____________________________      Director of BOK Financial      August 1, 1997
Robert H. Donaldson                Corporation
          

                                           II-9
/s/ William E. Durrett
_____________________________      Director of BOK Financial      August 1, 1997
William E. Durrett                 Corporation

_____________________________      Director of BOK Financial      August 1, 1997
James O. Goodwin                   Corporation

/s/ V. Burns Hargis
_____________________________      Director of BOK Financial      August 1, 1997
V. Burns Hargis                    Corporation

/s/ E. Carey Joullian, IV
_____________________________      Director of BOK Financial      August 1, 1997
E. Carey Joullian, IV              Corporation

/s/ Robert J. LaFortune
_____________________________      Director of BOK Financial      August 1, 1997
Robert J. LaFortune                Corporation

/s/ Phillip C. Lauinger, Jr.
_____________________________      Director of BOK Financial      August 1, 1997
Phillip C. Lauinger, Jr.           Corporation

/s/ David R. Lopez
_____________________________      Director of BOK Financial      August 1, 1997
David R. Lopez                     Corporation

/s/ Frank A. McPherson
_____________________________      Director of BOK Financial      August 1, 1997
Frank A. McPherson                 Corporation

_____________________________      Director of BOK Financial      August 1, 1997
J. Larry Nichols                   Corporation

/s/ Robert L. Parker, Sr.
_____________________________      Director of BOK Financial      August 1, 1997
Robert L. Parker, Sr.              Corporation

_____________________________      Director of BOK Financial      August 1, 1997
James W. Pielsticker               Corporation

_____________________________      Director of BOK Financial      August 1, 1997
E.C. Richards                      Corporation

/s/ James A Robinson
_____________________________      Director of BOK Financial      August 1, 1997
James A. Robinson                  Corporation

_____________________________      Director of BOK Financial      August 1, 1997
L. Francis Rooney, III             Corporation

_____________________________      Director of BOK Financial      August 1, 1997
Robert L. Zemanek                  Corporation

                                      II-10
INDEX TO EXHIBITS

EXHIBIT                                                            SEQUENTIALLY
NUMBER            DESCRIPTION OF EXHIBITS                         NUMBERED PAGE

4.0               BOK Financial Corporation 1997 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                Power of Attorney

99.0              1996 Annual Report on Form 10-K filed with the
                  Commission on March 27, 1997 is incorporated herein by
                  this reference.

99.1              1997 Quarterly Report on Form 10-Q filed with the
                  Commission on May 15, 1997 is incorporated herein by this
                  reference.

99.2              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.