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


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

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


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


             BOK Financial Corporation 2003 Executive Incentive Plan
                              (Full Title of Plan)


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

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


                         Calculation of Registration Fee
--------------------------------------------------------------------------------
 Title of      Amount to     Proposed Maximum   Proposed Maximum   Amount
 Securities    be            offering price     aggregate          of
 to be         registered**  per unit*          offering price*    registration
 Registered                                                        fee*
_______________________________________________________________________________
 Common Stock,
 $0.00006 par  500,000       $37.46             $18,730,000        $1,515.26
 value


*Estimated pursuant to Rule 457(c).

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

<PAGE> 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 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

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

                            BOK Financial Corporation
                                  P.O. Box 2300
                              Tulsa, Oklahoma 74192
                                 (918) 588-6000
                               Attn: Gregg Jaynes

                             www.bankofoklahoma.com

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

         - Annual Report on Form 10-K filed with the Commission on March 26,
           2003

         - 2003 Quarterly Report on Form 10-Q for the three months ended March
         31, 2003 filed with the Commission on May 15, 2003

         - The Company's Current Report on Form 8-K filed January 23, 2003

         - The Company's Current Report on Form 8-K filed April 21, 2003

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

     All  documents  subsequently  filed by BOK  Financial  pursuant  to Section
13(a),  13(c),  14 and 15 (d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been

<PAGE>  ii

sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated  herein by reference and to be a part hereof from the date of
filing such documents.

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

ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  None.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.  EXHIBITS

Exhibit No.

         4.0      BOK Financial Corporation 2003 Executive Incentive Plan.

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

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

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

         24.0     Power of Attorney.  See pages viii and ix.

         99.0     Annual Report on Form 10-K filed with the Commission on March
                  26, 2003 is incorporated herein by this reference.

         99.1     2003  Quarterly  Report on Form 10-Q for the three months
                  ended March 31, 2003 filed with the  Commission  on May 15,
                  2003 is incorporated herein by this reference.

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

ITEM 9.  UNDERTAKINGS

(a)  The undersigned Registrant hereby undertakes:

<PAGE> iii

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

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

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

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

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

<PAGE>  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 24th
day of June, 2003.

                                   BOK FINANCIAL CORPORATION

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


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

Signature                             Title                         Date

/s/ George B. Kaiser         Chairman of the Board              June 24, 2003
---------------------------
George B. Kaiser

/s/ Stanley A. Lybarger      President, Chief Executive Officer June 24, 2003
---------------------------
Stanley A. Lybarger          and Director

/s/ Steven E. Nell           Executive Vice President and       June 24, 2003
---------------------------
Steven E. Nell               Chief Financial Officer

/s/ John C. Morrow           Senior Vice President and Director ofJune 24, 2003
---------------------------
John C. Morrow               Financial Accounting and Reporting

/s/ C. Fred Ball, Jr.        Director                             June 24, 2003
---------------------------
C. Fred Ball, Jr.

/s/ Sharon J. Bell           Director                             June 24, 2003
---------------------------
Sharon J. Bell

/s/ Peter Boylan, III        Director                             June 24, 2003
---------------------------
Peter Boylan, III

/s/ Joseph E. Cappy          Director                             June 24, 2003
---------------------------
Joseph E. Cappy

                             Director                             June __, 2003
---------------------------
Paula Marshall Chapman

/s/ Luke R. Corbett          Director                             June 24, 2003
---------------------------
Luke R. Corbett

                             Director                             June __, 2003
---------------------------
William E. Durrett

/s/ James O. Goodwin         Director                             June 24, 2003
---------------------------
James O. Goodwin

/s/ Robert G. Greer          Director                             June 24, 2003
---------------------------
Robert G. Greer

<PAGE>  v

/s/ David F. Griffin         Director                             June 25, 2003
---------------------------
David F. Griffin

/s/ V. Burns Hargis          Director                             June 24, 2003
---------------------------
V. Burns Hargis

/s/ E. Carey Joullian, IV    Director                             June 24, 2003
---------------------------
E. Carey Joullian, IV

/s/ David L. Kyle            Director                             June 24, 2003
---------------------------
David L. Kyle

/s/ Robert J. LaFortune      Director                             June 24, 2003
---------------------------
Robert J. LaFortune

/s/ Phillip C. Lauinger, Jr  Director                             June 24, 2003
---------------------------
Phillip C. Lauinger, Jr.

---------------------------  Director                             June __, 2003
John C. Lopez

/s/ Steven J. Malcolm        Director                             June 24, 2003
---------------------------
Steven J. Malcolm

                             Director                             June __, 2003
---------------------------
Frank A. McPherson

/s/ Steven E. Moore          Director                             June 26, 2003
---------------------------
Steven E. Moore

                             Director                             June __, 2003
---------------------------
Robert L. Parker

                             Director                             June __, 2003
---------------------------
James A. Robinson

/s/ L. Francis Rooney, III   Director                             June 24, 2003
---------------------------
L. Francis Rooney, III

                             Director                             June __, 2003
---------------------------
Scott F. Zarrow

<PAGE>  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 June 24, 2003.

                       Independent Compensation Committee


                  By:  /s/ Joseph E. Cappy
                       -----------------------------------------------------
                       Joseph E. Cappy, Chairman

<PAGE>  vii

                                POWER OF ATTORNEY

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

Signature                             Title                           Date

/s/ George B. Kaiser         Chairman of the Board                June 24, 2003
---------------------------
George B. Kaiser

/s/ Stanley A. Lybarger      President, Chief Executive Officer   June 24, 2003
---------------------------
Stanley A. Lybarger          and Director

/s/ Steven E. Nell           Executive Vice President and         June 24, 2003
---------------------------
Steven E. Nell               Chief Financial Officer

/s/ John C. Morrow           Senior Vice President and Director   June 24, 2003
---------------------------
John C. Morrow               of Financial Accounting and Reporting

/s/ C. Fred Ball, Jr.        Director                             June 24, 2003
---------------------------
C. Fred Ball, Jr.

/s/ Sharon J. Bell           Director                             June 24, 2003
---------------------------
Sharon J. Bell

/s/ Peter Boylan, III        Director                             June 24, 2003
---------------------------
Peter Boylan, III

/s/ Joseph E. Cappy          Director                             June 24, 2003
---------------------------
Joseph E. Cappy

                             Director                             June __, 2003
---------------------------
Paula Marshall Chapman

/s/ Luke R. Corbett          Director                             June 24, 2003
---------------------------
Luke R. Corbett

                             Director                             June __, 2003
---------------------------
William E. Durrett

/s/ James O. Goodwin         Director                             June 24, 2003
---------------------------
James O. Goodwin

/s/ Robert G. Greer          Director                             June 24, 2003
---------------------------
Robert G. Greer

/s/ David F. Griffin         Director                             June 25, 2003
---------------------------
David F. Griffin

/s/ V. Burns Hargis          Director                             June 24, 2003
---------------------------
V. Burns Hargis

/s/ E. Carey Joullian, IV    Director                             June 24, 2003
---------------------------
E. Carey Joullian, IV

<PAGE>  viii

/s/ David L. Kyle            Director                             June 24, 2003
---------------------------
David L. Kyle

/s/ Robert J. LaFortune      Director                             June 24, 2003
---------------------------
Robert J. LaFortune

/s/ Phillip C. Lauinger, Jr  Director                             June 24, 2003
---------------------------
Phillip C. Lauinger, Jr.

---------------------------  Director                             June __, 2003
John C. Lopez

/s/ Steven J. Malcolm        Director                             June 24, 2003
---------------------------
Steven J. Malcolm

                             Director                             June __, 2003
---------------------------
Frank A. McPherson

/s/ Steven E. Moore          Director                             June 26, 2003
---------------------------
Steven E. Moore

                             Director                             June __, 2003
---------------------------
Robert L. Parker

                             Director                             June __, 2003
---------------------------
James A. Robinson

/s/ L. Francis Rooney, III   Director                             June 24, 2003
---------------------------
L. Francis Rooney, III

                             Director                             June __, 2003
---------------------------
Scott F. Zarrow

<PAGE>  ix

                                INDEX TO EXHIBITS

Exhibit
Number            Description of Exhibits

4.0  BOK Financial Corporation 2003 Executive Incentive Plan

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

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

23.1 Consent of Ernst & Young LLP

24.0 Power of Attorney


<PAGE>
                                   Exhibit 4.0

                            BOK FINANCIAL CORPORATION

                       INDEPENDENT COMPENSATION COMMITTEE

                          2003 EXECUTIVE INCENTIVE PLAN
               (FOR DIRECT REPORTS TO THE CHIEF EXECUTIVE OFFICER)


                                 March 25, 2003


Independent Compensation Committee. In December 2002, the Board of Directors of
BOKF established an Independent Compensation Committee, consisting of five
outside directors, to administer a performance-based compensation plan for
senior executives in accordance with the provisions of Section 162m of the
Internal Revenue Code. The current members of the Committee are Messrs. Cappy,
Kyle, Rooney, Robinson, and Corbett. The Independent Compensation Committee has
developed a performance-based compensation plan for 2003 which is called the
2003 Executive Incentive Plan and is hereafter described.

Incentive Compensation Generally. The Company employs a wide range of incentive
compensation for its employees. Except for performance-based compensation which
is intended to comply with the requirements of Section 162m, such incentive
compensation is administered by the Chief Executive Officer and senior
management. The Independent Compensation Committee administers the
Performance-Based Compensation Plan.

2003 BOKF Executive Incentive Plan. The 2003 BOKF Executive Incentive Plan
consists of (i) annual incentive bonus and (ii) long term incentive
compensation. Executives who report directly to the Chief Executive Officer and
other officers designated by the Chief Executive Officer may participate in the
Plan.

2003 Annual Incentive Bonus. The 2003 Annual Incentive Bonus will be determined
as follows:

o    The target Annual Incentive Bonus will equal 40% of Base Annual Salary.

o    A  participant  will  earn the  Annual  Incentive  Bonus  based on a matrix
     pursuant  to which 33% of the  target  will be earned if 80% of the goal is
     met,  100% of the target will be earned if 100% of the goal is met and 200%
     of the target  will be earned if 120% of the goal is met.

<PAGE>

o    The 2003 Annual Incentive Grid is as follows:

        Graph inserted here.  Data for graph is as follows:

        Actual vs. Goal         Incentive Payout
        ---------------         ----------------
        80%                     33%
        85%                     50%
        90%                     67%
        95%                     83%
        100%                    100%
        105%                    125%
        110%                    150%
        115%                    175%
        120%                    200%

2003 Long Term  Incentive.  The 2003 Long Term  Incentive  will be determined as
follows:

o    The target Long Term  Incentive  will be established by the Chairman of the
     Board and the Chief  Executive  Officer  for each  Plan  participant,  with
     approval of the  Committee  for that  compensation  intended to comply with
     Section 162m.

o    A participant  will earn long term incentive  based on a matrix pursuant to
     which 25% of the targeted long term incentive  compensation  will be earned
     if the goal less five  percentage  points is met, 100% of the targeted long
     term incentive  compensation will be earned if 100% of the goal is met, and
     150% of the targeted long term compensation will be earned if the goal plus
     five percentage points is met.

o    The 2003 Long Term Incentive Grid is as follows: .

       Graph inserted here.  Data for graph is as follows:

        Performance Level       Percentage of
        Percentage Points       Incentive Base
        -----------------       --------------
        -5                      25%
        -4                      40%
        -3                      55%
        -2                      70%
        -1                      85%
        0                       100%
        1                       110%
        2                       120%
        3                       130%
        4                       140%
        5                       150%

<PAGE>

2003 Performance-Based Compensation Measures. The measure against which each
participant's performance will be based is the weighted average of (i) Company
earnings per share measured against peer group earnings per share and (ii)
business unit actual controllable value added measured against business unit
planned controllable value added and attainment of individually established
goals.

o    By achieving 120% of the Annual  Incentive Bonus measure,  each participant
     will earn 200% the Annual  Incentive Bonus. The 2003 Annual Incentive Bonus
     measure is the earnings per share growth of the 50th percentile (or median)
     of a peer group of banks for the trailing  two-year period determined as of
     the end of the year in respect of which the bonus is being paid.

o    By achieving the Long Term Incentive  measure plus five percentage  points,
     each participant  will earn 150% of the Long Term Incentive.  The 2003 Long
     Term  Incentive  Measure  is the  earnings  per  share  growth  of the 50th
     percentile (or median) of a peer group of banks for the trailing three-year
     period  determined as of the second  anniversary  of the end of the year in
     respect of which the  compensation  is being paid and the planned  business
     unit performance and any individually established goals.

o    The Chief Executive  Officer will assign the Company  earnings and business
     unit  weightings to participants  on an individual  basis.  With respect to
     compensation  intended to qualify under Section  162m,  the Committee  will
     approve the  weightings  and any  individually  established  goals prior to
     March 31.

o    Fifty  percent  of the  Annual  Incentive  Bonus and fifty  percent  of the
     performance shares issued for Long Term Incentive Compensation,  calculated
     on the  foregoing  basis,  will be subject to  downward  adjustment  at the
     discretion   of  the   Independent   Compensation   Committee   based  upon
     recommendations of the Chief Executive Officer.

Payment of Long Term Incentive Compensation. Long Term Incentive Compensation
will be paid by the award of options pursuant to the BOKF 2003 Stock Option
Plan, by the issuance of performance shares, or by a combination of options and
performance shares.

o    Performance  shares will be shares of BOKF Common Stock issued before March
     15 of the year in respect of which the long term incentive  compensation is
     being paid.  Performance  shares will vest only on the fifth anniversary of
     the last day of the year for which the shares are issued. If the employment
     of the  Executive  is  terminated

<PAGE>

     for  any reason prior to such vesting the shares will be  forfeited.  The
     shares may not be sold for three  years after the shares  vest  unless,
     following such sale,  the  Executive  would own that  number of shares of
     BOKF Common Stock provided for in any Executive  Management BOKF Common
     Stock Ownership Guidelines  which may be established  from time to time by
     the  Independent Compensation  Committee.  Additional  performance shares
     will be issued, or performance  shares will be forfeited,  in accordance
     with the performance goals discussed above. No more than 30,000
     performance shares may be issued in any year to a participant.

o    Stock options will be options issued pursuant to the BOKF 2003 Stock Option
     Plan. The Options may not be exercised prior to the expiration of the three
     year performance period.

     o    The Chief  Executive  will,  prior to April 1, 2003  specify  for each
          participant  the  percentage of the 2003 Long Term Incentive that will
          be paid by the award of options and the  percentage  that will be paid
          by the issuance of shares of BOKF Common Stock.

Peer Group of Banks. The Independent Compensation Committee will select the peer
group of bank holding companies in accordance with the following guidelines.

o    The peer group will include only publicly-traded United States bank holding
     companies (BHC's) as defined in SNL Securities Public Trading BHC Database.

o    An equal  number of BHC's above and below BOKF's asset size will be chosen.
     The BHC's  should be no more than double  BOKF's size and no less than half
     BOKF's  asset size,  provided the number of BHC's chosen for the peer group
     totals at least 26.

o    Asset size means total assets at the end of the calendar year for which the
     compensation is being paid.

o    The source for peer  information  will be SNL Securities  Public Traded BHC
     Database  that  obtains  information  from  public  information,  primarily
     through periodic SEC filings and company press releases.  SNL Securities is
     a widely accepted database used in the industry for analytical  purposes.

o    The earnings per share (EPS) amounts  extracted  from the SNL database will
     be diluted EPS as defined by generally accepted  accounting  principles.

o    Growth in peer group EPS will be  calculated  annually from source EPS data
     from the SNL database.

Determination of Performance-Based Compensation. The calculation of performance
based compensation by the Independent Compensation Committee will be binding
upon all participants provided only that the Independent Compensation Committee
acts in good faith.

<PAGE>

Time  and  Payment  of  Performance-Based  Compensation.  All  performance-based
compensation  intended  to comply with  Section  162m must be  certified  by the
Committee  prior to payment.  The Annual  Incentive Bonus will be calculated and
paid  prior to March 15 of the year  following  the year for  which the bonus is
being paid. The Long Term  Incentive  will be calculated and additional  options
and  shares  issued  or  forfeited  prior  to  March  15  following  the  second
anniversary of the end of the calendar year for which the  compensation is being
paid.

Selected    Officers.    Selected   officers   will   be   paid    discretionary
performance-based  compensation based upon achievement of individual  objectives
as determined by the Chief Executive Officer.

<PAGE>

                                  Exhibit 5.0


June 25, 2003

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


Re:  BOK  Financial  Corporation  SEC  Registration  Statement  on Form S-8: BOK
     Financial Corporation (Trading Symbol "BOKF"):  Shares of BOKF Common Stock
     to be Issued  Pursuant  to the BOK  Financial  Corporation  2003  Executive
     Incentive Plan.


Ladies and Gentleman:

     I have acted as counsel to BOK Financial Corporation ("BOKF") in connection
with BOKF's Registration  Statement on Form S-8 being filed on or about June 26,
2003 with the Securities and Exchange  Commission which respect to the shares of
Common Stock (the "Common Stock"),  $0.00006 par value, of BOKF,  authorized for
issuance under the BOK Financial  Corporation  2003 Executive  Incentive Plan. I
have reviewed BOKF's  Registration  Statement on Form S-8, BOKF's Certificate of
Corporation,  BOKF's By-laws,  and such corporate  proceedings of BOKF as I have
deemed appropriate for purposes of rendering this opinion.  In my opinion,  upon
issuance  of the  shares  of  Common  Stock  pursuant  to the  terms  of the BOK
Financial  Corporation  2003 Executive  Incentive Plan, such shares will be duly
and  validly  issued,  fully paid and  non-assessable.  I hereby  consent to the
filing of this opinion as an exhibit to the Registration Statement.



                                                Sincerely,

                                            /s/ Frederic Dorwart

                                             Frederic Dorwart


<PAGE>


                                      23.0

                      Consent of Frederic Dorwart, Lawyers

                  Included in the Opinion Filed as Exhibit 5.0

<PAGE>



                                      23.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration  Statement Form
S-8 pertaining to the BOK Financial  Corporation  2003 Executive  Incentive Plan
dated June 26, 2003,  of our report  dated  January 22, 2003 with respect to the
consolidated  financial statements of BOK Financial Corporation  incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 2002,
filed with the Securities and Exchange Commission.


                                                   /s/ ERNST & YOUNG LLP


Tulsa, Oklahoma
June 25, 2003

<PAGE>


                                      24.0

                                POWER OF ATTORNEY

                             See pages vii and viii.
[{"type": "S-8", "sequence": "1", "filename": "s-8execincentiveplan2003.txt", "description": "2003 EXECUTIVE INCENTIVE PLAN", "secsgml_size_bytes": 36012}]
{"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": "333-106530", "film-number": "03758936"}, "business-address": {"street1": "BANK OF OKLAHOMA TOWER", "street2": "PO BOX 2300", "city": "TULSA", "state": "OK", "zip": "74192", "phone": "9185953025"}, "mail-address": {"street1": "BANK OF OKLAHOMA TOWER", "street2": "P O BOX 2300", "city": "TULSA", "state": "OK", "zip": "74192"}}
FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

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

             BOK Financial Corporation 2003 Executive Incentive Plan
                              (Full Title of Plan)

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

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

                         Calculation of Registration Fee
--------------------------------------------------------------------------------
 Title of      Amount to     Proposed Maximum   Proposed Maximum   Amount
 Securities    be            offering price     aggregate          of
 to be         registered**  per unit*          offering price*    registration
 Registered                                                        fee*
_______________________________________________________________________________
 Common Stock,
 $0.00006 par  500,000       $37.46             $18,730,000        $1,515.26
 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 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

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

                            BOK Financial Corporation
                                  P.O. Box 2300
                              Tulsa, Oklahoma 74192
                                 (918) 588-6000
                               Attn: Gregg Jaynes

                             www.bankofoklahoma.com

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

         - Annual Report on Form 10-K filed with the Commission on March 26,
           2003

         - 2003 Quarterly Report on Form 10-Q for the three months ended March
         31, 2003 filed with the Commission on May 15, 2003

         - The Company's Current Report on Form 8-K filed January 23, 2003

         - The Company's Current Report on Form 8-K filed April 21, 2003

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

     All  documents  subsequently  filed by BOK  Financial  pursuant  to Section
13(a),  13(c),  14 and 15 (d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
ii

sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated  herein by reference and to be a part hereof from the date of
filing such documents.

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

ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  None.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.  EXHIBITS

Exhibit No.

         4.0      BOK Financial Corporation 2003 Executive Incentive Plan.

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

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

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

         24.0     Power of Attorney.  See pages viii and ix.

         99.0     Annual Report on Form 10-K filed with the Commission on March
                  26, 2003 is incorporated herein by this reference.

         99.1     2003  Quarterly  Report on Form 10-Q for the three months
                  ended March 31, 2003 filed with the  Commission  on May 15,
                  2003 is incorporated herein by this reference.

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

ITEM 9.  UNDERTAKINGS

(a)  The undersigned Registrant hereby undertakes:
iii

          (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 additionalh 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 24th
day of June, 2003.

                                   BOK FINANCIAL CORPORATION

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

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

Signature                             Title                         Date

/s/ George B. Kaiser         Chairman of the Board              June 24, 2003
---------------------------
George B. Kaiser

/s/ Stanley A. Lybarger      President, Chief Executive Officer June 24, 2003
---------------------------
Stanley A. Lybarger          and Director

/s/ Steven E. Nell           Executive Vice President and       June 24, 2003
---------------------------
Steven E. Nell               Chief Financial Officer

/s/ John C. Morrow           Senior Vice President and Director ofJune 24, 2003
---------------------------
John C. Morrow               Financial Accounting and Reporting

/s/ C. Fred Ball, Jr.        Director                             June 24, 2003
---------------------------
C. Fred Ball, Jr.

/s/ Sharon J. Bell           Director                             June 24, 2003
---------------------------
Sharon J. Bell

/s/ Peter Boylan, III        Director                             June 24, 2003
---------------------------
Peter Boylan, III

/s/ Joseph E. Cappy          Director                             June 24, 2003
---------------------------
Joseph E. Cappy

                             Director                             June __, 2003
---------------------------
Paula Marshall Chapman

/s/ Luke R. Corbett          Director                             June 24, 2003
---------------------------
Luke R. Corbett

                             Director                             June __, 2003
---------------------------
William E. Durrett

/s/ James O. Goodwin         Director                             June 24, 2003
---------------------------
James O. Goodwin

/s/ Robert G. Greer          Director                             June 24, 2003
---------------------------
Robert G. Greer
v

/s/ David F. Griffin         Director                             June 25, 2003
---------------------------
David F. Griffin

/s/ V. Burns Hargis          Director                             June 24, 2003
---------------------------
V. Burns Hargis

/s/ E. Carey Joullian, IV    Director                             June 24, 2003
---------------------------
E. Carey Joullian, IV

/s/ David L. Kyle            Director                             June 24, 2003
---------------------------
David L. Kyle

/s/ Robert J. LaFortune      Director                             June 24, 2003
---------------------------
Robert J. LaFortune

/s/ Phillip C. Lauinger, Jr  Director                             June 24, 2003
---------------------------
Phillip C. Lauinger, Jr.

---------------------------  Director                             June __, 2003
John C. Lopez

/s/ Steven J. Malcolm        Director                             June 24, 2003
---------------------------
Steven J. Malcolm

                             Director                             June __, 2003
---------------------------
Frank A. McPherson

/s/ Steven E. Moore          Director                             June 26, 2003
---------------------------
Steven E. Moore

                             Director                             June __, 2003
---------------------------
Robert L. Parker

                             Director                             June __, 2003
---------------------------
James A. Robinson

/s/ L. Francis Rooney, III   Director                             June 24, 2003
---------------------------
L. Francis Rooney, III

                             Director                             June __, 2003
---------------------------
Scott F. Zarrow
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 June 24, 2003.

                       Independent Compensation Committee

                  By:  /s/ Joseph E. Cappy
                       -----------------------------------------------------
                       Joseph E. Cappy, Chairman
vii

                                POWER OF ATTORNEY

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

Signature                             Title                           Date

/s/ George B. Kaiser         Chairman of the Board                June 24, 2003
---------------------------
George B. Kaiser

/s/ Stanley A. Lybarger      President, Chief Executive Officer   June 24, 2003
---------------------------
Stanley A. Lybarger          and Director

/s/ Steven E. Nell           Executive Vice President and         June 24, 2003
---------------------------
Steven E. Nell               Chief Financial Officer

/s/ John C. Morrow           Senior Vice President and Director   June 24, 2003
---------------------------
John C. Morrow               of Financial Accounting and Reporting

/s/ C. Fred Ball, Jr.        Director                             June 24, 2003
---------------------------
C. Fred Ball, Jr.

/s/ Sharon J. Bell           Director                             June 24, 2003
---------------------------
Sharon J. Bell

/s/ Peter Boylan, III        Director                             June 24, 2003
---------------------------
Peter Boylan, III

/s/ Joseph E. Cappy          Director                             June 24, 2003
---------------------------
Joseph E. Cappy

                             Director                             June __, 2003
---------------------------
Paula Marshall Chapman

/s/ Luke R. Corbett          Director                             June 24, 2003
---------------------------
Luke R. Corbett

                             Director                             June __, 2003
---------------------------
William E. Durrett

/s/ James O. Goodwin         Director                             June 24, 2003
---------------------------
James O. Goodwin

/s/ Robert G. Greer          Director                             June 24, 2003
---------------------------
Robert G. Greer

/s/ David F. Griffin         Director                             June 25, 2003
---------------------------
David F. Griffin

/s/ V. Burns Hargis          Director                             June 24, 2003
---------------------------
V. Burns Hargis

/s/ E. Carey Joullian, IV    Director                             June 24, 2003
---------------------------
E. Carey Joullian, IV
viii

/s/ David L. Kyle            Director                             June 24, 2003
---------------------------
David L. Kyle

/s/ Robert J. LaFortune      Director                             June 24, 2003
---------------------------
Robert J. LaFortune

/s/ Phillip C. Lauinger, Jr  Director                             June 24, 2003
---------------------------
Phillip C. Lauinger, Jr.

---------------------------  Director                             June __, 2003
John C. Lopez

/s/ Steven J. Malcolm        Director                             June 24, 2003
---------------------------
Steven J. Malcolm

                             Director                             June __, 2003
---------------------------
Frank A. McPherson

/s/ Steven E. Moore          Director                             June 26, 2003
---------------------------
Steven E. Moore

                             Director                             June __, 2003
---------------------------
Robert L. Parker

                             Director                             June __, 2003
---------------------------
James A. Robinson

/s/ L. Francis Rooney, III   Director                             June 24, 2003
---------------------------
L. Francis Rooney, III

                             Director                             June __, 2003
---------------------------
Scott F. Zarrow
ix

                                INDEX TO EXHIBITS

Exhibit
Number            Description of Exhibits

4.0  BOK Financial Corporation 2003 Executive Incentive Plan

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

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

23.1 Consent of Ernst & Young LLP

24.0 Power of Attorney
Exhibit 4.0

                            BOK FINANCIAL CORPORATION

                       INDEPENDENT COMPENSATION COMMITTEE

                          2003 EXECUTIVE INCENTIVE PLAN
               (FOR DIRECT REPORTS TO THE CHIEF EXECUTIVE OFFICER)

                                 March 25, 2003

Independent Compensation Committee. In December 2002, the Board of Directors of
BOKF established an Independent Compensation Committee, consisting of five
outside directors, to administer a performance-based compensation plan for
senior executives in accordance with the provisions of Section 162m of the
Internal Revenue Code. The current members of the Committee are Messrs. Cappy,
Kyle, Rooney, Robinson, and Corbett. The Independent Compensation Committee has
developed a performance-based compensation plan for 2003 which is called the
2003 Executive Incentive Plan and is hereafter described.

Incentive Compensation Generally. The Company employs a wide range of incentive
compensation for its employees. Except for performance-based compensation which
is intended to comply with the requirements of Section 162m, such incentive
compensation is administered by the Chief Executive Officer and senior
management. The Independent Compensation Committee administers the
Performance-Based Compensation Plan.

2003 BOKF Executive Incentive Plan. The 2003 BOKF Executive Incentive Plan
consists of (i) annual incentive bonus and (ii) long term incentive
compensation. Executives who report directly to the Chief Executive Officer and
other officers designated by the Chief Executive Officer may participate in the
Plan.

2003 Annual Incentive Bonus. The 2003 Annual Incentive Bonus will be determined
as follows:

o    The target Annual Incentive Bonus will equal 40% of Base Annual Salary.

o    A  participant  will  earn the  Annual  Incentive  Bonus  based on a matrix
     pursuant  to which 33% of the  target  will be earned if 80% of the goal is
     met,  100% of the target will be earned if 100% of the goal is met and 200%
     of the target  will be earned if 120% of the goal is met.
o    The 2003 Annual Incentive Grid is as follows:

        Graph inserted here.  Data for graph is as follows:

        Actual vs. Goal         Incentive Payout
        ---------------         ----------------
        80%                     33%
        85%                     50%
        90%                     67%
        95%                     83%
        100%                    100%
        105%                    125%
        110%                    150%
        115%                    175%
        120%                    200%

2003 Long Term  Incentive.  The 2003 Long Term  Incentive  will be determined as
follows:

o    The target Long Term  Incentive  will be established by the Chairman of the
     Board and the Chief  Executive  Officer  for each  Plan  participant,  with
     approval of the  Committee  for that  compensation  intended to comply with
     Section 162m.

o    A participant  will earn long term incentive  based on a matrix pursuant to
     which 25% of the targeted long term incentive  compensation  will be earned
     if the goal less five  percentage  points is met, 100% of the targeted long
     term incentive  compensation will be earned if 100% of the goal is met, and
     150% of the targeted long term compensation will be earned if the goal plus
     five percentage points is met.

o    The 2003 Long Term Incentive Grid is as follows: .

       Graph inserted here.  Data for graph is as follows:

        Performance Level       Percentage of
        Percentage Points       Incentive Base
        -----------------       --------------
        -5                      25%
        -4                      40%
        -3                      55%
        -2                      70%
        -1                      85%
        0                       100%
        1                       110%
        2                       120%
        3                       130%
        4                       140%
        5                       150%
2003 Performance-Based Compensation Measures. The measure against which each
participant's performance will be based is the weighted average of (i) Company
earnings per share measured against peer group earnings per share and (ii)
business unit actual controllable value added measured against business unit
planned controllable value added and attainment of individually established
goals.

o    By achieving 120% of the Annual  Incentive Bonus measure,  each participant
     will earn 200% the Annual  Incentive Bonus. The 2003 Annual Incentive Bonus
     measure is the earnings per share growth of the 50th percentile (or median)
     of a peer group of banks for the trailing  two-year period determined as of
     the end of the year in respect of which the bonus is being paid.

o    By achieving the Long Term Incentive  measure plus five percentage  points,
     each participant  will earn 150% of the Long Term Incentive.  The 2003 Long
     Term  Incentive  Measure  is the  earnings  per  share  growth  of the 50th
     percentile (or median) of a peer group of banks for the trailing three-year
     period  determined as of the second  anniversary  of the end of the year in
     respect of which the  compensation  is being paid and the planned  business
     unit performance and any individually established goals.

o    The Chief Executive  Officer will assign the Company  earnings and business
     unit  weightings to participants  on an individual  basis.  With respect to
     compensation  intended to qualify under Section  162m,  the Committee  will
     approve the  weightings  and any  individually  established  goals prior to
     March 31.

o    Fifty  percent  of the  Annual  Incentive  Bonus and fifty  percent  of the
     performance shares issued for Long Term Incentive Compensation,  calculated
     on the  foregoing  basis,  will be subject to  downward  adjustment  at the
     discretion   of  the   Independent   Compensation   Committee   based  upon
     recommendations of the Chief Executive Officer.

Payment of Long Term Incentive Compensation. Long Term Incentive Compensation
will be paid by the award of options pursuant to the BOKF 2003 Stock Option
Plan, by the issuance of performance shares, or by a combination of options and
performance shares.

o    Performance  shares will be shares of BOKF Common Stock issued before March
     15 of the year in respect of which the long term incentive  compensation is
     being paid.  Performance  shares will vest only on the fifth anniversary of
     the last day of the year for which the shares are issued. If the employment
     of the  Executive  is  terminated
for  any reason prior to such vesting the shares will be  forfeited.  The
     shares may not be sold for three  years after the shares  vest  unless,
     following such sale,  the  Executive  would own that  number of shares of
     BOKF Common Stock provided for in any Executive  Management BOKF Common
     Stock Ownership Guidelines  which may be established  from time to time by
     the  Independent Compensation  Committee.  Additional  performance shares
     will be issued, or performance  shares will be forfeited,  in accordance
     with the performance goals discussed above. No more than 30,000
     performance shares may be issued in any year to a participant.

o    Stock options will be options issued pursuant to the BOKF 2003 Stock Option
     Plan. The Options may not be exercised prior to the expiration of the three
     year performance period.

     o    The Chief  Executive  will,  prior to April 1, 2003  specify  for each
          participant  the  percentage of the 2003 Long Term Incentive that will
          be paid by the award of options and the  percentage  that will be paid
          by the issuance of shares of BOKF Common Stock.

Peer Group of Banks. The Independent Compensation Committee will select the peer
group of bank holding companies in accordance with the following guidelines.

o    The peer group will include only publicly-traded United States bank holding
     companies (BHC's) as defined in SNL Securities Public Trading BHC Database.

o    An equal  number of BHC's above and below BOKF's asset size will be chosen.
     The BHC's  should be no more than double  BOKF's size and no less than half
     BOKF's  asset size,  provided the number of BHC's chosen for the peer group
     totals at least 26.

o    Asset size means total assets at the end of the calendar year for which the
     compensation is being paid.

o    The source for peer  information  will be SNL Securities  Public Traded BHC
     Database  that  obtains  information  from  public  information,  primarily
     through periodic SEC filings and company press releases.  SNL Securities is
     a widely accepted database used in the industry for analytical  purposes.

o    The earnings per share (EPS) amounts  extracted  from the SNL database will
     be diluted EPS as defined by generally accepted  accounting  principles.

o    Growth in peer group EPS will be  calculated  annually from source EPS data
     from the SNL database.

Determination of Performance-Based Compensation. The calculation of performance
based compensation by the Independent Compensation Committee will be binding
upon all participants provided only that the Independent Compensation Committee
acts in good faith.
Time  and  Payment  of  Performance-Based  Compensation.  All  performance-based
compensation  intended  to comply with  Section  162m must be  certified  by the
Committee  prior to payment.  The Annual  Incentive Bonus will be calculated and
paid  prior to March 15 of the year  following  the year for  which the bonus is
being paid. The Long Term  Incentive  will be calculated and additional  options
and  shares  issued  or  forfeited  prior  to  March  15  following  the  second
anniversary of the end of the calendar year for which the  compensation is being
paid.

Selected    Officers.    Selected   officers   will   be   paid    discretionary
performance-based  compensation based upon achievement of individual  objectives
as determined by the Chief Executive Officer.
Exhibit 5.0

June 25, 2003

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

Re:  BOK  Financial  Corporation  SEC  Registration  Statement  on Form S-8: BOK
     Financial Corporation (Trading Symbol "BOKF"):  Shares of BOKF Common Stock
     to be Issued  Pursuant  to the BOK  Financial  Corporation  2003  Executive
     Incentive Plan.

Ladies and Gentleman:

     I have acted as counsel to BOK Financial Corporation ("BOKF") in connection
with BOKF's Registration  Statement on Form S-8 being filed on or about June 26,
2003 with the Securities and Exchange  Commission which respect to the shares of
Common Stock (the "Common Stock"),  $0.00006 par value, of BOKF,  authorized for
issuance under the BOK Financial  Corporation  2003 Executive  Incentive Plan. I
have reviewed BOKF's  Registration  Statement on Form S-8, BOKF's Certificate of
Corporation,  BOKF's By-laws,  and such corporate  proceedings of BOKF as I have
deemed appropriate for purposes of rendering this opinion.  In my opinion,  upon
issuance  of the  shares  of  Common  Stock  pursuant  to the  terms  of the BOK
Financial  Corporation  2003 Executive  Incentive Plan, such shares will be duly
and  validly  issued,  fully paid and  non-assessable.  I hereby  consent to the
filing of this opinion as an exhibit to the Registration Statement.

                                                Sincerely,

                                            /s/ Frederic Dorwart

                                             Frederic Dorwart
23.0

                      Consent of Frederic Dorwart, Lawyers

                  Included in the Opinion Filed as Exhibit 5.0
23.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration  Statement Form
S-8 pertaining to the BOK Financial  Corporation  2003 Executive  Incentive Plan
dated June 26, 2003,  of our report  dated  January 22, 2003 with respect to the
consolidated  financial statements of BOK Financial Corporation  incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 2002,
filed with the Securities and Exchange Commission.

                                                   /s/ ERNST & YOUNG LLP

Tulsa, Oklahoma
June 25, 2003
24.0

                                POWER OF ATTORNEY

                             See pages vii and viii.