

     As filed with the Securities and Exchange Commission on March 29, 2000
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

     For the Fiscal Year ended December 31, 1999 Commission File No. 0-19341

                            BOK FINANCIAL CORPORATION

            Incorporated in the State I.R.S. Employer Identification
                            of Oklahoma No.73-1373454

                             Bank of Oklahoma Tower
                                  P.O. Box 2300
                              Tulsa, Oklahoma 74192

                         Registrant's Telephone Number,
                       Including Area Code (918) 588-6000

                 SECURITIES REGISTERED PURSUANT TO SECTION 12(b)
                               OF THE ACT: (NONE)

                 SECURITIES REGISTERED PURSUANT TO SECTION 12(g)
                                   OF THE ACT:
                        COMMON STOCK ($.00006 Par Value)

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-X is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

State the aggregate market value of the voting stock held by  non-affiliates  of
the Registrant: $563,197,491 as of February 29, 2000.

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest  practicable  date:  49,108,569  shares of common
stock ($.00006 par value) as of the start of business on March 1, 2000.

List hereunder the following documents if incorporated by reference and the part
of Form 10-K in which the document is incorporated:
     Part I - Annual Report to  Shareholders  For Fiscal Year Ended December 31,
          1999 (designated portions only)
     Part II - Annual Report to Shareholders  For Fiscal Year Ended December 31,
          1999 (designated portions only)
     Part III - Proxy Statement for Annual Meeting of Shareholders scheduled for
          April 25, 2000 (designated portions only)
     Part IV - Annual Report to Shareholders  For Fiscal Year Ended December 31,
          1999 (designated portions only)
================================================================================
<PAGE>

                            BOK FINANCIAL CORPORATION
                             FORM 10-K ANNUAL REPORT
                                      INDEX


       ITEM                                                                PAGE

                                     PART I

     1.   Business                                                           3

     2.   Properties                                                         5

     3.   Legal Proceedings                                                  5

     4.   Submission of Matters to a Vote of Security Holders                5


                                     PART II

     5.   Market for Registrant's  Common Equity and Related                 5
          Stockholder Matters

     6.   Selected Financial Data                                            6

     7.   Management's  Discussion  and  Analysis of Financial
          Condition  and Results of Operations                               6

     7A.  Quantitative and Qualitative Disclosures About Market Risk         6

     8.   Financial Statements and Supplementary Data                        6

     9.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure                                           6


                                    PART III

     10.  Directors and Executive Officers of the Registrant                 6

     11.  Executive Compensation                                             6

     12.  Security Ownership of Certain Beneficial Owners and Management     7

     13.  Certain Relationships and Related Transactions                     7


                                     PART IV

     14.  Exhibits, Financial Statement Schedules and Reports on
          Form 8-K                                                      7 - 12

          Signatures                                                        13

<PAGE>

                                     PART I
       ITEM 1 - Business

                         General Development of Business

Developments  relating to  individual  aspects of the business of BOK  Financial
Corporation ("BOK Financial") are described below.  Additional discussion of BOK
Financial's  activities  during the current year is incorporated by reference to
"Management's Assessment of Operations and Financial Condition" (pages 10-24) in
BOK Financial's  1999 Annual Report to Shareholders.  Information  regarding BOK
Financial's  acquisitions  is  incorporated  by reference to Note 2 of "Notes to
Consolidated Financial Statements" (page 34 - 35) in BOK Financial's 1999 Annual
Report to Shareholders.

                        Narrative Description of Business

BOK Financial is a bank holding company whose activities are limited by the Bank
Holding  Company  Act  of  1956,  as  amended   ("BHCA")  to  banking,   certain
bank-related  services and activities,  and managing or controlling  banks.  BOK
Financial's banking and bank-related  activities are primarily performed through
Bank of Oklahoma,  N.A. ("BOk"),  Bank of Texas, N.A., Bank of Albuquerque N.A.,
and Bank of Arkansas,  N.A. Other  significant  operating  subsidiaries  include
BOSC, Inc., which is a full-service  securities firm with specialized  expertise
in public and municipal finance and private placements, and BOK Capital Services
Corporation,  which  provides  leasing and  mezzanine  financing.  Other nonbank
subsidiary  operations  are  not  significant.  As of  December  31,  1999,  BOK
Financial and its subsidiaries had 3,101 full-time equivalent employees.

                                Industry Segments

BOK Financial operates four principal lines of business under its BOk franchise:
corporate  banking,  consumer banking,  mortgage banking and trust services.  It
also operates a fifth principal line of business, regional banks, which includes
banking  functions for Bank of Albuquerque,  Bank of Arkansas and Bank of Texas.
These five principal lines of business combined account for approximately 86% of
total revenue.  Discussion of these  principal lines of business is incorporated
by reference to Lines of Business in "Management's  Assessment of Operations and
Financial  Condition  " (pages 13 - 15) and Note 17 of  "Notes  to  Consolidated
Financial  Statements"  (pages 48 - 51) in BOK Financial's 1999 Annual Report to
Shareholders.

                                   Competition

The  banking  industry  in  each  of our  markets  is  highly  competitive.  BOK
Financial, through four subsidiary banks, competes with other banks in obtaining
deposits, making loans and providing additional services related to banking.

BOk is the  largest  banking  subsidiary  of BOK  Financial.  It has the largest
market  share in Oklahoma and a leading  market  position in eight of the eleven
Oklahoma  counties in which it operates.  BOk competes  with two  super-regional
banks and numerous locally owned banks in both Tulsa and Oklahoma City areas, as
well as several  locally owned small community banks in every other community in
which we do business throughout the rest of the state.

BOK Financial  competes in the Dallas-Ft.  Worth combined  metropolitan area, in
the  Albuquerque,  New Mexico  market,  and in  Fayetteville,  Arkansas  through
subsidiary   banks.   Bank  of  Texas  competes   against   numerous   financial
institutions,  including  some of the largest in the U.S. Bank of Texas's market
share is approximately  2%, including three 1999 Texas bank  acquisitions  which
will be merged into Bank of Texas in 2000. Bank of Albuquerque has a number four
market  share  position  in the City of  Albuquerque  behind two  super-regional
competitors followed by several  locally-owned  smaller community banks. Bank of
Arkansas operates as a community bank serving Benton and Washington  counties in
Arkansas.

Additional  legislation,  judicial and administrative  decisions also may affect
the  ability  of  banks  to  compete  with  each  other  as well  as with  other
businesses.  These  statutes and  decisions  may tend to make the  operations of
various financial institutions more similar and increase competition among banks
and other  financial  institutions or limit the ability of banks to compete with
other businesses.  Management  currently cannot predict whether and, if so, when
any such changes  might occur or the impact any such changes would have upon the
income or operations of BOK Financial or its subsidiaries,  or upon the regional
banking environment in our markets.

                           Supervision and Regulation

Bank holding  companies and banks are  extensively  regulated under both federal
and state law. The following  information,  to the extent it describes statutory
or  regulatory  provisions,  is  qualified  in its  entirety by reference to the
particular  statutory and regulatory  provisions.  It is not possible to predict
the changes,  if any, that may be made to existing  banking laws and regulations
or whether such changes,  if made, would have a materially adverse effect on the
business  and  prospects  of  BOK  Financial,   BOk,  Bank  of  Texas,  Bank  of
Albuquerque, or Bank of Arkansas.

<PAGE>

                                 BOK Financial

As a bank holding company, BOK Financial is subject to regulation under the BHCA
(as amended by the Financial  Services  Modernization Act or  Gramm-Leach-Bliley
Act) and to supervision by the Board of Governors of the Federal  Reserve System
(the "Reserve  Board").  Under the BHCA,  BOK  Financial  files with the Reserve
Board an annual  report and such other  additional  information  as the  Reserve
Board may require. The Reserve Board may also make examinations of BOK Financial
and its subsidiaries.

The BHCA  requires the prior  approval of the Reserve  Board in any case where a
bank holding  company  proposes to acquire  control of more than five percent of
the voting  shares of any bank,  unless it already  controls a majority  of such
voting  shares.  Additionally,  approval  must  also be  obtained  before a bank
holding  company may acquire all or  substantially  all of the assets of another
bank or before it may merge or  consolidate  with another bank holding  company.
The BHCA  further  provides  that the  Reserve  Board shall not approve any such
acquisition, merger or consolidation that will substantially lessen competition,
tend to create a  monopoly  or be in  restraint  of  trade,  unless it finds the
anti-competitive  effects of the proposed  transaction are clearly outweighed in
the public  interest by the probable  effect of the  transaction  in meeting the
convenience and needs of the community to be served.

The BHCA also prohibits a bank holding company,  with certain  exceptions,  from
acquiring more than five percent of the voting shares of any company that is not
a bank and from  engaging  in any  business  other than  banking or  managing or
controlling  banks.  Under the BHCA,  the Reserve Board is authorized to approve
the  ownership  of  shares  by a  bank  holding  company  in any  company  whose
activities the Reserve Board has determined to be so closely  related to banking
or to managing  or  controlling  banks as to be a proper  incident  thereto.  In
making such determinations,  the Reserve Board weighs the Community Reinvestment
Act  activities  of the bank  holding  company and the  expected  benefit to the
public,  such  as  greater  convenience,   increased  competition  or  gains  in
efficiency, against the possible adverse effects, such as undue concentration of
resources,  decreased  or unfair  competition,  conflicts of interest or unsound
banking practices.  The Reserve Board has by regulation  determined that certain
activities are closely related to banking within the meaning of the BHCA.  These
activities  include operating a mortgage company,  finance company,  credit card
company or factoring  company;  performing  certain data processing  operations;
servicing  loans  and other  extensions  of  credit;  providing  investment  and
financial   advice;   acting  as  an  insurance   agent  for  certain  types  of
credit-related  insurance;  owning and operating savings and loan  associations;
and leasing personal property on a full pay-out, nonoperating basis.

A bank holding company and its  subsidiaries  are further  prohibited  under the
BHCA from  engaging  in  certain  tie-in  arrangements  in  connection  with the
provision  of any credit,  property or services.  Thus,  a subsidiary  of a bank
holding  company  may not extend  credit,  lease or sell  property,  furnish any
services or fix or vary the  consideration for these activities on the condition
that (1) the customer  obtain or provide  some  additional  credit,  property or
services from or to the bank holding  company or any  subsidiary  thereof or (2)
the  customer  may not obtain some other  credit,  property  or services  from a
competitor, except to the extent reasonable conditions are imposed to insure the
soundness of credit extended.

The Federal Deposit  Insurance  Corporation  Improvement Act of 1991 established
five  capital  rating  tiers  ranging  from "well  capitalized"  to  "critically
undercapitalized".  A financial institution is considered to be well capitalized
if its  Leverage,  Tier 1 and  Total  Capital  ratios  are  at 5%,  6% and  10%,
respectively. Any institution experiencing significant growth or acquiring other
institutions  or branches is expected to maintain  capital ratios above the well
capitalized  level. At December 31, 1999, BOK Financial's  Leverage,  Tier 1 and
Total Capital ratios were 5.92%, 7.27% and 10.72%, respectively.

                               Bank Subsidiaries

BOk,  Bank of Texas,  Bank of  Albuquerque,  and Bank of Arkansas  are  national
banking  associations  and are  subject to the  National  Banking  Act and other
federal statutes  governing national banks. Under federal law, the Office of the
Comptroller of the Currency  ("Comptroller")  charters,  regulates and serves as
the primary  regulator of national  banks.  In addition,  the  Comptroller  must
approve  certain  corporate  or  structural  changes,  including  an increase or
decrease in capitalization,  payment of dividends,  change of place of business,
establishment  of a branch and  establishment  of an operating  subsidiary.  The
Comptroller  performs its functions  through national bank examiners who provide
the Comptroller  with  information  concerning the soundness of a national bank,
the quality of management and directors,  and compliance with  applicable  laws,
rules and  regulations.  The National  Banking Act authorizes the Comptroller to
examine every national bank as often as necessary.  Although the Comptroller has
primary  supervisory  responsibility  for national  banks,  such banks must also
comply  with  Reserve  Board  rules and  regulations  as members of the  Federal
Reserve System.

Bank  of  Arkansas  is  also   subject  to  certain   consumer-protection   laws
incorporated  in the Arkansas  Constitution,  which,  among other  restrictions,
limit the  maximum  interest  rate on general  loans to five  percent  above the
Federal Reserve  Discount Rate. The rate on consumer loans is five percent above
the discount rate or seventeen percent, whichever is lower.

Applicable  federal  statutes and  regulations  require  national  banks to meet
certain leverage and risk-based capital requirements.  At December 31, 1999, all
of BOK Financial  Corporation's leverage and risk-based capital ratios were well
above the required minimum ratios.  Additional  discussion  regarding regulatory
capital  is  incorporated  by  reference  to Note 15 of "Notes  to  Consolidated
Financial  Statements"  (page 46 - 47) in BOK Financial's  1999 Annual Report to
Shareholders.

<PAGE>

                   Governmental Policies and Economic Factors

The operations of BOK Financial and its subsidiaries are affected by legislative
changes  and  by  the  policies  of  various  regulatory   authorities  and,  in
particular,  the credit policies of the Reserve Board. An important  function of
the Reserve Board is to regulate the national  supply of bank credit.  Among the
instruments  of  monetary  policy  used by the Reserve  Board to  implement  its
objectives are: open market operations in U.S. Government securities; changes in
the discount rate on bank  borrowings;  and changes in reserve  requirements  on
bank  deposits.  The effect of such  policies in the future on the  business and
earnings  of BOK  Financial  and  its  subsidiaries  cannot  be  predicted  with
certainty.

                               Foreign Operations

BOK Financial  does not engage in operations in foreign  countries,  nor does it
lend to foreign governments.


ITEM 2 - Properties

BOK  Financial,  through  BOk,  BOk's  subsidiaries,  Bank  of  Texas,  Bank  of
Albuquerque and Bank of Arkansas,  owns improved real estate that was carried at
$69 million, net of depreciation and amortization,  as of December 31, 1999. BOK
Financial conducts its operations through 69 locations in Oklahoma, 13 locations
in Texas, 15 banking locations in New Mexico,  and 3 locations in Arkansas as of
December 31, 1999.  BOk's  facilities are suitable for their respective uses and
present needs.

The information set forth in Notes 6 and 13 of "Notes to Consolidated  Financial
Statements"  (pages 39 and 45,  respectively)  of BOK  Financial's  1999  Annual
Report to Shareholders  provides further discussion related to properties and is
incorporated herein by reference.

ITEM 3 - Legal Proceedings

The  information  set  forth  in Note 13 of  "Notes  to  Consolidated  Financial
Statements"  (page 45) of BOK Financial's  1999 Annual Report to Shareholders is
incorporated herein by reference.

ITEM 4 - Submission of Matters to a Vote of Security Holders

No  matters  were  submitted  to  a  vote  of  security  holders,   through  the
solicitation of proxies or otherwise, during the three months ended December 31,
1999.

                                     PART II

ITEM 5 - Market for Registrant's Common Equity and Related Stockholder Matters

BOK Financial's $.00006 par value common stock is traded over-the-counter and is
reported on the  facilities of the National  Association  of Securities  Dealers
Automated  Quotation  system  ("NASDAQ"),  with the symbol BOKF. At December 31,
1999,  common  shareholders  of record  numbered  1,241 with  49,065,937  shares
outstanding.

During 1999, BOK Financial declared a 3% stock dividend in respect of its Common
Stock  payable in shares of Common  Stock.  The dividend was paid on October 18,
1999 to shareholders of record on October 5, 1999.

On January 26, 1999, BOK Financial  declared a two-for-one  stock split effected
in the form of a 100%  stock  dividend  for  common  stockholders  on  record on
February 8, 1999 and paid on February 22, 1999.

<PAGE>

BOK Financial's quarterly market information follows:

                        First          Second          Third          Fourth
                   --------------- -------------- -------------- ---------------
     1999:
       Low               $22.03          $23.75          $18.94        $19.81
       High               25.94           25.75           25.50         21.75

     1998:
       Low               $19.50          $22.69          $20.25        $21.30
       High               25.38           26.63           24.50         24.03

In February,  1999, BOK Financial announced that its board of directors approved
a continuance of its common stock repurchase program and approved the repurchase
of an additional 400,000 shares,  increasing the total  authorization to 800,000
shares.  The purchases were made from  time-to-time  in accordance with SEC Rule
10(b)18 transactions.  Since the original  authorization  announced in 1998, BOK
Financial has repurchased 466,540 shares.

The information  set forth under the captions  "Table 1 - Consolidated  Selected
Financial Data" (page 9), "Table 11 - Selected  Quarterly  Financial Data" (page
17) and Note 15 of "Notes to Consolidated Financial Statements" (page 46) of BOK
Financial's  1999  Annual  Report  to  Shareholders  is  incorporated  herein by
reference.

ITEM 6 - Selected Financial Data

The  information  set forth under the caption "Table 1 -  Consolidated  Selected
Financial Data" (page 9) of BOK  Financial's  1999 Annual Report to Shareholders
is incorporated herein by reference.

ITEM 7 - Management's Discussion and Analysis of Financial Condition and Results
         of Operations

The  information  set  forth  under the  captions  "Management's  Assessment  of
Operations and Financial Condition" (pages 10 - 24), "Annual Financial Summary -
Unaudited" (pages 56 - 57) and "Quarterly Financial Summary Unaudited" (pages 58
- 59) of BOK  Financial's  1999 Annual Report to  Shareholders  is  incorporated
herein by reference.

ITEM 7A - Quantitative and Qualitative Disclosures About Market Risk

The  information set forth under the caption "Market Risk" (pages 22 -24) of BOK
Financial's  1999  Annual  Report  to  Shareholders  is  incorporated  herein by
reference.

ITEM 8 - Financial Statements and Supplementary Data

The supplementary data regarding quarterly results of operations set forth under
the  caption  "Table 11 - Selected  Quarterly  Financial  Data" (page 17) of BOK
Financial's  1999  Annual  Report  to  Shareholders  is  incorporated  herein by
reference.

ITEM 9 -  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure

None.

                                    PART III

ITEM 10 - Directors and Executive Officers of the Registrant

The  information  set forth  under the  captions  "Election  of  Directors"  and
"Executive  Compensation" in BOK Financial's 2000 Annual Proxy Statement for its
Annual Meeting of Shareholders  scheduled for April 25, 2000 ("2000 Annual Proxy
Statement") is incorporated herein by reference.

ITEM 11 - Executive Compensation

The  information  set forth under the caption  "Executive  Compensation"  in BOK
Financial's 2000 Annual Proxy Statement is incorporated herein by reference.

<PAGE>

ITEM 12 - Security Ownership of Certain Beneficial Owners and Management

The  information  set forth under the  captions  "Security  Ownership of Certain
Beneficial Owners and Management" and "Election of Directors" in BOK Financial's
2000 Annual Proxy Statement is incorporated herein by reference.

ITEM 13 - Certain Relationships and Related Transactions

The  information  set forth  under the  caption  "Certain  Transactions"  in BOK
Financial's 2000 Annual Proxy Statement is incorporated herein by reference.

The  information  set forth  under  Notes 3, 5 and 9 of  "Notes to  Consolidated
Financial  Statements"  (pages  36,  38 -  39,  and  41,  respectively)  of  BOK
Financial's  1999  Annual  Report  to  Shareholders  is  incorporated  herein by
reference.

                                     PART IV

ITEM 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K

(A)(1) List of Financial Statements filed.

The  following  financial  statements  and reports  included in BOK  Financial's
Annual Report to  Shareholders  for the Fiscal Year Ended  December 31, 1999 are
incorporated by reference in Parts I and II of this Annual Report on Form 10-K.

                                                                Exhibit 13
                                                            1999 Annual Report
           Description                                          Page Number

Consolidated Selected Financial Data                                   9

Selected Quarterly Financial Data                                     17

Report of Management on Financial Statements                          25

Report of Independent Auditors                                        25

Consolidated Statements of Earnings                                   26

Consolidated Balance Sheets                                           27

Consolidated Statements of Changes in Shareholders' Equity         28-29

Consolidated Statements of Cash Flows                                 30

Notes to Consolidated Financial Statements                         31-55

Annual Financial Summary - Unaudited                               56-57

Quarterly Financial Summary - Unaudited                            58-59

(A)(2) List of Financial Statement Schedules filed.

The schedules to the consolidated  financial  statements  required by Regulation
S-X are not required under the related  instructions or are inapplicable and are
therefore omitted.

<PAGE>


(A)(3) List of Exhibits filed.

Exhibit Number                   Description of Exhibit

    3.0        The Articles of Incorporation  of BOK Financial,  incorporated by
               reference   to  (i)   Amended   and   Restated   Certificate   of
               Incorporation of BOK Financial filed with the Oklahoma  Secretary
               of  State  on  May  28,  1991,   filed  as  Exhibit  3.0  to  S-1
               Registration  Statement No. 33-90450, and (ii) Amendment attached
               as Exhibit A to Information  Statement and Prospectus  Supplement
               filed November 20, 1991.

    3.1        Bylaws of BOK Financial, incorporated by reference to Exhibit 3.1
               of S-1 Registration Statement No. 33-90450.

    4.0        The rights of the holders of the Common Stock and Preferred Stock
               of  BOK   Financial   are  set  forth  in  its   Certificate   of
               Incorporation.

   10.0        Purchase and Sale  Agreement  dated  October 25, 1990,  among BOK
               Financial,  Kaiser,  and the FDIC,  incorporated  by reference to
               Exhibit 2.0 of S-1 Registration Statement No. 33-90450.

   10.1        Amendment  to Purchase  and Sale  Agreement  effective  March 29,
               1991, among BOK Financial,  Kaiser, and the FDIC, incorporated by
               reference  to  Exhibit  2.2 of  S-1  Registration  Statement  No.
               33-90450

   10.2        Letter  agreement  dated  April 12,  1991,  among BOK  Financial,
               Kaiser, and the FDIC, incorporated by reference to Exhibit 2.3 of
               S-1 Registration Statement No. 33-90450.

   10.3        Second  Amendment to Purchase and Sale Agreement  effective April
               15, 1991, among BOK Financial, Kaiser, and the FDIC, incorporated
               by reference  to Exhibit 2.4 of S-1  Registration  Statement  No.
               33-90450.

   10.4        Employment agreements.

   10.4(a)     Employment  Agreement  between BOk and  Stanley A.  Lybarger,
               incorporated by reference to Exhibit 10.4(a) of Form 10-K for the
               fiscal year ended December 31, 1991.

   10.5        Director  indemnification  agreement dated June 30, 1987, between
               BOk and Kaiser,  incorporated by reference to Exhibit 10.5 of S-1
               Registration   Statement  No.  33-90450.   Substantially  similar
               director indemnification agreements were executed between BOk and
               the following:

                                                           Date of Agreement

                            James E. Barnes                  June 30, 1987
                            William H. Bell                  June 30, 1987
                            James S. Boese                   June 30, 1987
                            Dennis L. Brand                  June 30, 1987
                            Chester E. Cadieux               June 30, 1987
                            William B. Cleary                June 30, 1987
                            Glenn A. Cox                     June 30, 1987
                            William E. Durrett               June 30, 1987
                            Leonard J. Eaton, Jr.            June 30, 1987
                            William B. Fader                 December 5, 1990
                            Gregory J. Flanagan              June 30, 1987
                            Jerry L. Goodman                 June 30, 1987
                            David A. Hentschel               July 7, 1987
                            Philip N. Hughes                 July 8, 1987
                            Thomas J. Hughes, III            June 30, 1987
                            William G. Kerr                  June 30, 1987
                            Philip C. Lauinger, Jr.          June 30, 1987
                            Stanley A. Lybarger              December 5, 1990
                            Patricia McGee Maino             June 30, 1987
                            Robert L. Parker, Sr.            June 30, 1987
                            James A. Robinson                June 30, 1987
                            William P. Sweich                June 30, 1987

<PAGE>


   10.6        Capitalization  and Stock Purchase  Agreement dated May 20, 1991,
               between BOK  Financial and Kaiser,  incorporated  by reference to
               Exhibit 10.6 of S-1 Registration Statement No. 33-90450.

   10.7        BOK  Financial   Corporation  1991  Special  Stock  Option  Plan,
               incorporated  by  reference  to Exhibit  4.0 of S-8  Registration
               Statement No. 33-44122.

   10.7.1      BOK Financial Corporation 1992 Stock Option Plan,  incorporated
               by reference  to Exhibit 4.0 of S-8  Registration  Statement  No.
               33-55312.

   10.7.2      BOK Financial Corporation 1993 Stock Option Plan,  incorporated
               by reference  to Exhibit 4.0 of S-8  Registration  Statement  No.
               33-70102.

   10.7.3      BOK Financial Corporation 1994 Stock Option Plan,  incorporated
               by reference  to Exhibit 4.0 of S-8  Registration  Statement  No.
               33-79834.

   10.7.4      BOK Financial Corporation 1994 Stock Option Plan (Typographical
               Error Corrected  January 16, 1995),  incorporated by reference to
               Exhibit  10.7.4 of Form 10-K for the fiscal  year ended  December
               31, 1994.

   10.7.5      BOK Financial Corporation 1997 Stock Option Plan,  incorporated
               by reference  to Exhibit 4.0 of S-8  Registration  Statement  No.
               333-32649.

   10.7.6      BOK Financial Corporation 2000 Stock Option Plan,  incorporated
               by reference  to Exhibit 4.0 of S-8  Registration  Statement  No.
               333-93957.

   10.7.7      BOK Financial  Corporation  Directors' Stock Compensation Plan,
               incorporated  by  reference  to Exhibit  4.0 of S-8  Registration
               Statement No. 33-79836.

   10.7.8      Bank of Oklahoma Thrift Plan (Amended and Restated Effective as
               of January 1, 1995),  incorporated by reference to Exhibit 10.7.6
               of Form 10-K for the year ended December 31, 1994.

   10.7.9      Trust  Agreement for the Bank of Oklahoma Thrift Plan (December
               30, 1994),  incorporated  by reference to Exhibit  10.7.7 of Form
               10-K for the year ended December 31, 1994.

   10.8        Lease Agreement between One Williams Center Co. and National Bank
               of Tulsa  (predecessor to BOk) dated June 18, 1974,  incorporated
               by reference to Exhibit 10.9 of S-1  Registration  Statement  No.
               33-90450.

   10.9        Lease Agreement between Security Capital Real Estate Fund and BOk
               dated January 1, 1988, incorporated by reference to Exhibit 10.10
               of S-1 Registration Statement No. 33-90450.

   10.10       Asset Purchase  Agreement (OREO and other assets) between BOk and
               Phi-Lea-Em  Corporation  dated April 30,  1991,  incorporated  by
               reference  to Exhibit  10.11 of S-1  Registration  Statement  No.
               33-90450.

   10.11       Asset Purchase  Agreement  (Tanker  Assets) between BOk and Green
               River Exploration  Company dated April 30, 1991,  incorporated by
               reference  to Exhibit  10.12 of S-1  Registration  Statement  No.
               33-90450.

   10.12       Asset  Purchase  Agreement  (Recovery  Rights)  between  BOk  and
               Kaiser dated April 30, 1991, incorporated by reference to Exhibit
               10.13 of S-1 Registration Statement No. 33-90450.

   10.13       Purchase  and  Assumption  Agreement  dated  August 7, 1992 among
               First Gibraltar Bank, FSB, Fourth Financial  Corporation and BOk,
               as amended,  incorporated  by reference to Exhibit  10.14 of Form
               10-K for the fiscal year ended December 31, 1992.

   10.13.1     Allocation  Agreement  dated  August 7, 1992  between BOk and
               Fourth  Financial  Corporation,   incorporated  by  reference  to
               Exhibit  10.14.1 of Form 10-K for the fiscal year ended  December
               31, 1992.
<PAGE>

   10.14       Merger  Agreement  among BOK Financial,  BOKF Merger  Corporation
               Number Two,  Brookside  Bancshares,  Inc.,  The  Shareholders  of
               Brookside  Bancshares,   Inc.  and  Brookside  State  Bank  dated
               December  22,  1992,  as amended,  incorporated  by  reference to
               Exhibit 10.15 of Form 10-K for the fiscal year ended December 31,
               1992.

   10.14.1     Agreement to Merge between BOk and Brookside  State Bank dated
               January 27, 1993, incorporated by reference to Exhibit 10.15.1 of
               Form 10-K for the fiscal year ended December 31, 1992.

   10.15       Merger  Agreement  among BOK Financial,  BOKF Merger  Corporation
               Number Three, Sand Springs Bancshares,  Inc., The Shareholders of
               Sand Springs  Bancshares,  Inc. and Sand Springs State Bank dated
               December  22,  1992,  as amended,  incorporated  by  reference to
               Exhibit 10.16 of Form 10-K for the fiscal year ended December 31,
               1992.

   10.15.1     Agreement to Merge  between BOk and Sand  Springs  State Bank
               dated  January 27,  1993,  incorporated  by  reference to Exhibit
               10.16.1 of Form 10-K for the fiscal year ended December 31, 1992.

   10.16       Partnership Agreement between  Kaiser-Francis Oil Company and BOK
               Financial  dated December 1, 1992,  incorporated  by reference to
               Exhibit 10.16 of Form 10-K for the fiscal year ended December 31,
               1993.

   10.16.1     Amendment to Partnership Agreement between  Kaiser-Francis Oil
               Company and BOK  Financial  dated May 17, 1993,  incorporated  by
               reference  to Exhibit  10.16.1  of Form 10-K for the fiscal  year
               ended December 31, 1993.

   10.17       Purchase and Assumption  Agreement between BOk and FDIC, Receiver
               of Heartland  Federal Savings and Loan Association  dated October
               9, 1993,  incorporated by reference to Exhibit 10.17 of Form 10-K
               for the fiscal year ended December 31, 1993.

   10.18       Merger   Agreement   among  BOk,  Plaza  National  Bank  and  The
               Shareholders  of Plaza  National  Bank dated  December  20, 1993,
               incorporated  by reference to Exhibit  10.18 of Form 10-K for the
               fiscal year ended December 31, 1993.

   10.18.1     Amendment to Merger  Agreement  among BOk, Plaza National Bank
               and The  Shareholders  of Plaza  National  Bank dated January 14,
               1994,  incorporated  by reference to Exhibit 10.18.1 of Form 10-K
               for the fiscal year ended December 31, 1993.

   10.19       Stock Purchase  Agreement  between Texas Commerce Bank,  National
               Association  and  BOk  dated  March  11,  1994,  incorporated  by
               reference to Exhibit 10.19 of Form 10-K for the fiscal year ended
               December 31, 1993.

   10.20       Merger  Agreement  among BOK Financial  Corporation,  BOKF Merger
               Corporation  Number  Four,  Citizens  Holding  Company and others
               dated May 11, 1994, incorporated by reference to Exhibit 10.20 of
               Form 10-K for the fiscal year ended December 31, 1994.

   10.21       Stock  Purchase  and Merger  Agreement  among  Northwest  Bank of
               Enid,  BOk  and  The  Shareholders  of  Northwest  Bank  of  Enid
               effective  as of May  16,  1994,  incorporated  by  reference  to
               Exhibit 10.21 of Form 10-K for the fiscal year ended December 31,
               1994.

   10.22       Agreement  and Plan of Merger  among BOK  Financial  Corporation,
               BOKF Merger  Corporation  Number Five and Park Cities Bancshares,
               Inc. dated October 3, 1996,  incorporated by reference to Exhibit
               C of S-4 Registration Statement No. 333-16337.

   10.23       Agreement and Plan of Merger among BOK Financial  Corporation and
               First  TexCorp.,  Inc. dated December 18, 1996,  incorporated  by
               reference  to Exhibit  10.24 of S-4  Registration  Statement  No.
               333-16337.

   10.24       Purchase  and  Assumption   Agreement  between  Bank  of  America
               National  Trust  and  Savings   Association   and  BOK  Financial
               Corporation dated July 27, 1998.

<PAGE>

   10.25       Merger  Agreement  among BOK Financial  Corporation,  BOKF Merger
               Corporation No. Seven, First Bancshares of Muskogee,  Inc., First
               National  Bank  and  Trust  Company  of  Muskogee,   and  Certain
               Shareholders of First Bancshares of Muskogee, Inc. dated December
               30, 1998.

   10.26       Merger  Agreement  among BOK Financial  Corporation,  BOKF Merger
               Corporation  Number Nine,  and Chaparral  Bancshares,  Inc. dated
               February 19, 1999.

   10.27       Merger  Agreement  among BOK Financial  Corporation,  Park Cities
               Bancshares,  Inc.,  Mid-Cities  Bancshares,  Inc. and  Mid-Cities
               National Bank dated February 24, 1999.

   10.28       Merger Agreement among,  BOK Financial  Corporation,  Park Cities
               Bancshares,  Inc., PC Interim State Bank, Swiss Avenue State Bank
               and Certain  Shareholders  of Swiss Avenue State Bank dated March
               4, 1999.

   13.0        Annual Report to Shareholders  for the fiscal year ended December
               31, 1999.  Such report,  except for those portions  thereof which
               are  expressly  incorporated  by  reference  in this  filing,  is
               furnished for the information of the Commission and is not deemed
               to be "filed" as part of this Annual Report on Form 10-K.

   21.0        Subsidiaries of BOK Financial.

   23.0        Consent of independent auditors - Ernst & Young LLP.

   27.0        Financial Data Schedule for year ended December 31, 1999.

   27.1        Financial  Data Schedule for years ended  December 31, 1998,  and
               1997 as applicable for restatement of previous years  information
               for pooling of interest transaction in 1999.

   27.2        Financial  Data  Schedule  for period  ending  March 31,  1999 as
               applicable  for  restatement of previous  years  information  for
               pooling of interest transaction in 1999.

   27.3        Financial Data Schedule for periods  ending March 31, 1998,  June
               30, 1998, and September 30, 1998 as applicable for restatement of
               previous years information for pooling of interest transaction in
               1999.

   99.0        Additional Exhibits.

   99.1        Undertakings  incorporated  by  reference  into S-8  Registration
               Statement  No.  33-44121 for Bank of Oklahoma  Master Thrift Plan
               and Trust, incorporated by reference to Exhibit 99.1 of Form 10-K
               for the fiscal year ended December 31, 1993.

   99.2        Undertakings  incorporated  by  reference  into S-8  Registration
               Statement No. 33-44122 for BOK Financial Corporation 1991 Special
               Stock Option Plan,  incorporated  by reference to Exhibit 99.2 of
               Form 10-K for the fiscal year ended December 31, 1993.

   99.3        Undertakings  incorporated  by  reference  into S-8  Registration
               Statement No. 33-55312 for BOK Financial  Corporation  1992 Stock
               Option  Plan,  incorporated  by reference to Exhibit 99.3 of Form
               10-K for the fiscal year ended December 31, 1993.

   99.4        Undertakings  incorporated  by  reference  into S-8  Registration
               Statement No. 33-70102 for BOK Financial  Corporation  1993 Stock
               Option  Plan,  incorporated  by reference to Exhibit 99.4 of Form
               10-K for the fiscal year ended December 31, 1993.

   99.5        Undertakings  incorporated  by  reference  into S-8  Registration
               Statement No. 33-79834 for BOK Financial  Corporation  1994 Stock
               Option  Plan,  incorporated  by reference to Exhibit 99.5 of Form
               10-K for the fiscal year ended December 31, 1994.

   99.6        Undertakings  incorporated  by  reference  into S-8  Registration
               Statement No. 33-79836 for BOK Financial  Corporation  Directors'
               Stock  Compensation  Plan,  incorporated  by reference to Exhibit
               99.6 of Form 10-K for the fiscal year ended December 31, 1994.

   99.7        Undertakings  incorporated  by  reference  into S-8  Registration
               Statement No. 333-32649 for BOK Financial  Corporation 1997 Stock
               Option  Plan,  Incorporated  by reference to Exhibit 99.7 of Form
               10-K for the fiscal year ended December 31, 1997.

<PAGE>

   99.8        Undertakings  incorporated  by  reference  into S-8  Registration
               Statement No.  333-93957for BOK Financial  Corporation 2000 Stock
               Option  Plan,  Incorporated  by reference to Exhibit 99.8 of Form
               10-K for the fiscal year ended December 31, 1999.


(B) Reports on Form 8-K

None.

(C) Exhibits Required by Item 601 of Regulation S-K

The  exhibits  listed in  response  to Item  14(A)(3)  are filed as part of this
report.

(D) Financial Statement Schedules

None.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                          BOK FINANCIAL CORPORATION
                                          /s/ George B. Kaiser
DATE:   March 29, 2000             BY:    --------------------------
                                          George B. Kaiser,
                                          Chairman of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on March 29, 2000, by the  following  persons on behalf of
the Registrant and in the capacities indicated.

       OFFICERS
/s/ George B. Kaiser                                   /s/ Stanley A. Lybarger
----------------------------------                     -------------------------
George B. Kaiser,                                      Stanley A. Lybarger,
Chairman of the Board of Directors                     Director, President and
                                                       Chief Executive Officer

/s/ Steven E. Nell                                     /s/ John C. Morrow
----------------------------------                     -------------------------
Steven E. Nell,                                        John C. Morrow
Senior Vice Presiden and                               Senior Vice President and
Corporate Controller                                   Director of Financial
                                                       Accounting and Reporting
       DIRECTORS


/s/ W. Wayne Allen                        /s/ John C. Lopez
--------------------------------------    -------------------------------------
W. Wayne Allen                            John C. Lopez
/s/ C. Fred Ball, Jr.                     /s/ Frank A. McPherson
--------------------------------------   --------------------------------------
C. Fred Ball, Jr.                         Frank A. McPherson

--------------------------------------   --------------------------------------
James E. Barnes                           Steven E. Moore
/s/ Sharon J. Bell                       /s/ J. Larry Nichols
--------------------------------------   --------------------------------------
Sharon J. Bell                            J. Larry Nichols
/s/ Luke R. Corbett                      /s/ Ronald J. Norick
--------------------------------------   --------------------------------------
Luke R. Corbett                           Ronald J. Norick
/s/ Robert H. Donaldson                  /s/ Robert L. Parker, Sr.
--------------------------------------   --------------------------------------
Robert H. Donaldson                       Robert L. Parker, Sr.
                                         /s/ James. W. Pielsticker
--------------------------------------   --------------------------------------
William E. Durrett                        James W. Pielsticker
/s/ James O. Goodwin
--------------------------------------   --------------------------------------
James O. Goodwin                          E.C. Richards
/s/ V. Burns Hargis
--------------------------------------   --------------------------------------
V. Burns Hargis                           James A. Robinson
                                         /s/ L. Francis Rooney, III
--------------------------------------   --------------------------------------
Howard E. Janzen                          L. Francis Rooney, III
/s/ E. Carey Joullian, IV
--------------------------------------   --------------------------------------
E. Carey Joullian, IV                     David J. Tippeconnic
/s/ Robert J. LaFortune                  /s/ Tom E. Turner
--------------------------------------   --------------------------------------
Robert J. LaFortune                       Tom E. Turner
/s/ Philip C. Lauinger, Jr.              /s/ Robert L. Zemanek
--------------------------------------   --------------------------------------
Philip C. Lauinger, Jr.                   Robert L. Zemanek

