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


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

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


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


                BOK Financial Corporation 2000 Stock Option Plan
                              (Full Title of Plan)


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

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


                         Calculation of Registration Fee
_______________________________________________________________________________

 Title of     Amount to       Proposed Maximum    Proposed Maximum  Amount
 Securities   be registered** offering price per  aggregate         of
 to be                        unit*               offering price*   registration
 Registered                                                         fee*
_______________________________________________________________________________
 Common Stock,
 $0.00006 par  1,800,000       $20.75              $37,350,000      $10,383.30
 value


*Estimated pursuant to Rule 457(c).

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

                                      - i -
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.           PLAN INFORMATION.

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

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

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

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

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

         (a)      1998 Annual Report on Form 10-K filed with the Commission on
                  March 22, 1999.
         (b)      1999 Quarterly Report on Form 10-Q for the three months ended
                  March 31, 1999 filed with the Commission on May 17, 1999.
         (c)      1999 Quarterly Report on Form 10-Q for the six months ended
                  June 30, 1999 filed with the Commission on August 16, 1999.
         (d)      The description of BOK Financial's capital stock contained on
                  page 2 in Registration Statement on Form 10, as amended by
                  filings on Form 8, filed under the Exchange Act
                  (Registration No. 0-19341), including any amendment or report
                  filed for the purpose of updating such description.
         (e)      1999 Quarterly Report on Form 10-Q for the nine months ended
                  September 30, 1999 filed with the Commission on November 15,
                  1999.

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

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


                                     - ii -

<PAGE>


ITEM 4.           DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  None.

ITEM 6.           INDEMNIFICATION OF OFFICERS AND DIRECTORS

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

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.           EXHIBITS

Exhibit No.

         4.0      BOK Financial Corporation 2000 Stock Option Plan.

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

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

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

         24.0     Power of Attorney.  See pages viii and ix.

         99.0     1998 Annual Report on Form 10-K filed with the Commission on
                  March 22, 1999 is incorporated herein by this reference.

         99.1     1999 Quarterly Report on Form 10-Q for the three months ended
                  March 31, 1999 filed with the Commission on May 17, 1999 is
                  incorporated herein by this reference.

         99.2     1999 Quarterly Report on Form 10-Q for the six months ended
                  June 30, 1999 filed with the Commission on August 16, 1999 is
                  incorporated herein by this reference.

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

         99.4     1999 Quarterly Report on Form 10-Q for the nine month ended
                  September 30, 1999 filed with the Commission on November 15,
                  1999 is incorporated herein by this reference.


                                     - iii -
<PAGE>


ITEM 9.           UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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


                                     - iv -
<PAGE>


                                   SIGNATURES

Pursuant  to the  requirement  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement,  or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly  authorized,  in the City of Tulsa,  State of Oklahoma on the 1st
day of December, 1999.

                                   BOK FINANCIAL CORPORATION


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


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

Signature                     Title                                  Date

/s/ George B. Kaiser     Chairman of the Board                  December 1, 1999
George B. Kaiser

/s/ Stanley A. Lybarger  President, Chief Executive Officer     December 1, 1999
Stanley A. Lybarger      and Director

/s/ James A. White       Executive Vice President, Chief        December 1, 1999
James A. White           Financial Officer, and Treasurer

/s/ John C. Morrow       Senior Vice President and Director of  December 1, 1999
John C. Morrow           Financial Accounting and Reporting

/s/ Steven E. Nell       Senior Vice President and Corporate    December 1, 1999
Steven E. Nell           Controller

/s/ W. Wayne Allen       Director                               December 1, 1999
W. Wayne Allen

______________________   Director                               December 1, 1999
James E. Barnes

/s/ Sharon J. Bell       Director                               December 1, 1999
Sharon J. Bell

______________________   Director                               December 1, 1999
Peter Boylan, III

______________________   Director                               December 1, 1999
Luke R. Corbett

/s/ Robert H. Donaldson  Director                               December 1, 1999
Robert H. Donaldson

______________________   Director                               December 1, 1999
William E. Durrett

/s/ James O. Goodwin     Director                               December 1, 1999
James O. Goodwin


                                      - v -
<PAGE>


/s/ Howard Janzen        Director                               December 1, 1999
Howard Janzen

______________________   Director                               December 1, 1999
E. Carey Joullian, IV

/s/ Robert J. LaFortune  Director                               December 1, 1999
Robert L. LaFortune

______________________   Director                               December 1, 1999
Phillip C. Lauinger, Jr.

______________________   Director                               December 1, 1999
John C. Lopez

______________________   Director                               December 1, 1999
Frank A. McPherson

______________________   Director                               December 1, 1999
Steven E. Moore

/s/ J. Larry Nichols     Director                               December 1, 1999
J. Larry Nichols

/s/ Ronald J. Norick     Director                               December 1, 1999
Ronald J. Norick

______________________   Director                               December 1, 1999
Robert L. Parker, Sr.

/s/ James W. Pielsticker Director                               December 1, 1999
James W. Pielsticker

/s/ E.C. Richards        Director                               December 1, 1999
E.C. Richards

______________________   Director                               December 1, 1999
James A. Robinson

/s/ L. Francis Rooney    Director                               December 1, 1999
L. Francis Rooney, III

______________________   Director                               December 1, 1999
David Tippenconnic

______________________   Director                               December 1, 1999
Robert L. Zemanek


                                     - vi -
<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 December 1, 1999.

                        BOKF 2000 STOCK OPTION PLAN


                    By   /s/ George B. Kaiser
                        George B. Kaiser, Chairman of the Board of BOK Financial
                        Corporation and Administrator of the BOKF 2000 Plan


                    By   /s/ Stanley A. Lybarger
                        Stanley A. Lybarger, President, Chief Executive Officer
                        and Director of BOK Financial Corporation and
                        Administrator of the BOKF 2000 Plan



                                     - vii -
<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                  December 1, 1999
George B. Kaiser

/s/ Stanley A. Lybarger  President, Chief Executive Officer     December 1, 1999
Stanley A. Lybarger      and Director

/s/ James A. White       Executive Vice President, Chief        December 1, 1999
James A. White           Financial Officer, and Treasurer

/s/ John C. Morrow       Senior Vice President and Director of  December 1, 1999
John C. Morrow           Financial Accounting and Reporting

/s/ Steven E. Nell       Senior Vice President and Corporate    December 1, 1999
Steven E. Nell           Controller

/s/ W. Wayne Allen       Director                               December 1, 1999
W. Wayne Allen

______________________   Director                               December 1, 1999
James E. Barnes

/s/ Sharon J. Bell       Director                               December 1, 1999
Sharon J. Bell

______________________   Director                               December 1, 1999
Peter Boylan, III

______________________   Director                               December 1, 1999
Luke R. Corbett

/s/ Robert H. Donaldson  Director                               December 1, 1999
Robert H. Donaldson

______________________   Director                               December 1, 1999
William E. Durrett

/s/ James O. Goodwin     Director                               December 1, 1999
James O. Goodwin

/s/ Howard Janzen        Director                               December 1, 1999
Howard Janzen

______________________   Director                               December 1, 1999
E. Carey Joullian, IV

/s/ Robert J. LaFortune  Director                               December 1, 1999

                                    - viii -
<PAGE>

Robert L. LaFortune

______________________   Director                               December 1, 1999
Phillip C. Lauinger, Jr.

______________________   Director                               December 1, 1999
John C. Lopez

______________________   Director                               December 1, 1999
Frank A. McPherson

______________________   Director                               December 1, 1999
Steven E. Moore

/s/ J. Larry Nichols     Director                               December 1, 1999
J. Larry Nichols

/s/ Ronald J. Norick     Director                               December 1, 1999
Ronald J. Norick

______________________   Director                               December 1, 1999
Robert L. Parker, Sr.

/s/ James W. Pielsticker Director                               December 1, 1999
James W. Pielsticker

/s/ E.C. Richards        Director                               December 1, 1999
E.C. Richards

______________________   Director                               December 1, 1999
James A. Robinson

/s/ L. Francis Rooney    Director                               December 1, 1999
L. Francis Rooney, III

______________________   Director                               December 1, 1999
David Tippenconnic

______________________   Director                               December 1, 1999
Robert L. Zemanek




                                     - ix -
<PAGE>

                                INDEX TO EXHIBITS


Exhibit
Number            Description of Exhibits

4.0               BOK Financial Corporation 2000 Stock Option Plan

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

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

23.1              Consent of Ernst & Young LLP

24.0              Power of Attorney







                                      - x -
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{"company-data": {"conformed-name": "BOK FINANCIAL CORP ET AL", "cik": "0000875357", "assigned-sic": "6021", "irs-number": "731373454", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93957", "film-number": "99784441"}, "business-address": {"street1": "BANK OF OKLAHOMA TOWER", "street2": "PO BOX 2300", "city": "TULSA", "state": "OK", "zip": "74192", "phone": "9185886416"}, "mail-address": {"street1": "BANK OF OKLAHOMA TOWER", "street2": "P O BOX 2300", "city": "TULSA", "state": "OK", "zip": "74192"}}
FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

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

                BOK Financial Corporation 2000 Stock Option Plan
                              (Full Title of Plan)

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

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

                         Calculation of Registration Fee
_______________________________________________________________________________

 Title of     Amount to       Proposed Maximum    Proposed Maximum  Amount
 Securities   be registered** offering price per  aggregate         of
 to be                        unit*               offering price*   registration
 Registered                                                         fee*
_______________________________________________________________________________
 Common Stock,
 $0.00006 par  1,800,000       $20.75              $37,350,000      $10,383.30
 value

*Estimated pursuant to Rule 457(c).

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

                                      - i -
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.           PLAN INFORMATION.

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

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

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

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

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

         (a)      1998 Annual Report on Form 10-K filed with the Commission on
                  March 22, 1999.
         (b)      1999 Quarterly Report on Form 10-Q for the three months ended
                  March 31, 1999 filed with the Commission on May 17, 1999.
         (c)      1999 Quarterly Report on Form 10-Q for the six months ended
                  June 30, 1999 filed with the Commission on August 16, 1999.
         (d)      The description of BOK Financial's capital stock contained on
                  page 2 in Registration Statement on Form 10, as amended by
                  filings on Form 8, filed under the Exchange Act
                  (Registration No. 0-19341), including any amendment or report
                  filed for the purpose of updating such description.
         (e)      1999 Quarterly Report on Form 10-Q for the nine months ended
                  September 30, 1999 filed with the Commission on November 15,
                  1999.

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

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

                                     - ii -
ITEM 4.           DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  None.

ITEM 6.           INDEMNIFICATION OF OFFICERS AND DIRECTORS

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

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.           EXHIBITS

Exhibit No.

         4.0      BOK Financial Corporation 2000 Stock Option Plan.

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

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

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

         24.0     Power of Attorney.  See pages viii and ix.

         99.0     1998 Annual Report on Form 10-K filed with the Commission on
                  March 22, 1999 is incorporated herein by this reference.

         99.1     1999 Quarterly Report on Form 10-Q for the three months ended
                  March 31, 1999 filed with the Commission on May 17, 1999 is
                  incorporated herein by this reference.

         99.2     1999 Quarterly Report on Form 10-Q for the six months ended
                  June 30, 1999 filed with the Commission on August 16, 1999 is
                  incorporated herein by this reference.

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

         99.4     1999 Quarterly Report on Form 10-Q for the nine month ended
                  September 30, 1999 filed with the Commission on November 15,
                  1999 is incorporated herein by this reference.

                                     - iii -
ITEM 9.           UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

                                     - iv -
SIGNATURES

Pursuant  to the  requirement  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement,  or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly  authorized,  in the City of Tulsa,  State of Oklahoma on the 1st
day of December, 1999.

                                   BOK FINANCIAL CORPORATION

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

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

Signature                     Title                                  Date

/s/ George B. Kaiser     Chairman of the Board                  December 1, 1999
George B. Kaiser

/s/ Stanley A. Lybarger  President, Chief Executive Officer     December 1, 1999
Stanley A. Lybarger      and Director

/s/ James A. White       Executive Vice President, Chief        December 1, 1999
James A. White           Financial Officer, and Treasurer

/s/ John C. Morrow       Senior Vice President and Director of  December 1, 1999
John C. Morrow           Financial Accounting and Reporting

/s/ Steven E. Nell       Senior Vice President and Corporate    December 1, 1999
Steven E. Nell           Controller

/s/ W. Wayne Allen       Director                               December 1, 1999
W. Wayne Allen

______________________   Director                               December 1, 1999
James E. Barnes

/s/ Sharon J. Bell       Director                               December 1, 1999
Sharon J. Bell

______________________   Director                               December 1, 1999
Peter Boylan, III

______________________   Director                               December 1, 1999
Luke R. Corbett

/s/ Robert H. Donaldson  Director                               December 1, 1999
Robert H. Donaldson

______________________   Director                               December 1, 1999
William E. Durrett

/s/ James O. Goodwin     Director                               December 1, 1999
James O. Goodwin

                                      - v -
/s/ Howard Janzen        Director                               December 1, 1999
Howard Janzen

______________________   Director                               December 1, 1999
E. Carey Joullian, IV

/s/ Robert J. LaFortune  Director                               December 1, 1999
Robert L. LaFortune

______________________   Director                               December 1, 1999
Phillip C. Lauinger, Jr.

______________________   Director                               December 1, 1999
John C. Lopez

______________________   Director                               December 1, 1999
Frank A. McPherson

______________________   Director                               December 1, 1999
Steven E. Moore

/s/ J. Larry Nichols     Director                               December 1, 1999
J. Larry Nichols

/s/ Ronald J. Norick     Director                               December 1, 1999
Ronald J. Norick

______________________   Director                               December 1, 1999
Robert L. Parker, Sr.

/s/ James W. Pielsticker Director                               December 1, 1999
James W. Pielsticker

/s/ E.C. Richards        Director                               December 1, 1999
E.C. Richards

______________________   Director                               December 1, 1999
James A. Robinson

/s/ L. Francis Rooney    Director                               December 1, 1999
L. Francis Rooney, III

______________________   Director                               December 1, 1999
David Tippenconnic

______________________   Director                               December 1, 1999
Robert L. Zemanek

                                     - vi -
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 December 1, 1999.

                        BOKF 2000 STOCK OPTION PLAN

                    By   /s/ George B. Kaiser
                        George B. Kaiser, Chairman of the Board of BOK Financial
                        Corporation and Administrator of the BOKF 2000 Plan

                    By   /s/ Stanley A. Lybarger
                        Stanley A. Lybarger, President, Chief Executive Officer
                        and Director of BOK Financial Corporation and
                        Administrator of the BOKF 2000 Plan

                                     - vii -
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                  December 1, 1999
George B. Kaiser

/s/ Stanley A. Lybarger  President, Chief Executive Officer     December 1, 1999
Stanley A. Lybarger      and Director

/s/ James A. White       Executive Vice President, Chief        December 1, 1999
James A. White           Financial Officer, and Treasurer

/s/ John C. Morrow       Senior Vice President and Director of  December 1, 1999
John C. Morrow           Financial Accounting and Reporting

/s/ Steven E. Nell       Senior Vice President and Corporate    December 1, 1999
Steven E. Nell           Controller

/s/ W. Wayne Allen       Director                               December 1, 1999
W. Wayne Allen

______________________   Director                               December 1, 1999
James E. Barnes

/s/ Sharon J. Bell       Director                               December 1, 1999
Sharon J. Bell

______________________   Director                               December 1, 1999
Peter Boylan, III

______________________   Director                               December 1, 1999
Luke R. Corbett

/s/ Robert H. Donaldson  Director                               December 1, 1999
Robert H. Donaldson

______________________   Director                               December 1, 1999
William E. Durrett

/s/ James O. Goodwin     Director                               December 1, 1999
James O. Goodwin

/s/ Howard Janzen        Director                               December 1, 1999
Howard Janzen

______________________   Director                               December 1, 1999
E. Carey Joullian, IV

/s/ Robert J. LaFortune  Director                               December 1, 1999

                                    - viii -
Robert L. LaFortune

______________________   Director                               December 1, 1999
Phillip C. Lauinger, Jr.

______________________   Director                               December 1, 1999
John C. Lopez

______________________   Director                               December 1, 1999
Frank A. McPherson

______________________   Director                               December 1, 1999
Steven E. Moore

/s/ J. Larry Nichols     Director                               December 1, 1999
J. Larry Nichols

/s/ Ronald J. Norick     Director                               December 1, 1999
Ronald J. Norick

______________________   Director                               December 1, 1999
Robert L. Parker, Sr.

/s/ James W. Pielsticker Director                               December 1, 1999
James W. Pielsticker

/s/ E.C. Richards        Director                               December 1, 1999
E.C. Richards

______________________   Director                               December 1, 1999
James A. Robinson

/s/ L. Francis Rooney    Director                               December 1, 1999
L. Francis Rooney, III

______________________   Director                               December 1, 1999
David Tippenconnic

______________________   Director                               December 1, 1999
Robert L. Zemanek

                                     - ix -
INDEX TO EXHIBITS

Exhibit
Number            Description of Exhibits

4.0               BOK Financial Corporation 2000 Stock Option Plan

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

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

23.1              Consent of Ernst & Young LLP

24.0              Power of Attorney

                                      - x -