

     As filed with the Securities and Exchange Commission on March 28, 2001
 ===============================================================================

                                  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, 2000 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: $153,517,903 as of February 28, 2001.

     Indicate  the  number of  shares  outstanding  of each of the  Registrant's
classes of common stock, as of the latest practicable date: 49,297,009 shares of
common stock ($.00006 par value) as of the start of business on March 1, 2001.

     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,
          2000   (designated   portions   only)
     Part II - Annual Report to Shareholders  For Fiscal Year Ended December 31,
          2000 (designated portions only)
     Part III - Proxy Statement for Annual Meeting of Shareholders scheduled for
          April 24, 2001 (designated portions only)
     Part IV - Annual Report to Shareholders  For Fiscal Year Ended December 31,
          2000 (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 Stockholder Matters     5

6.  Selected Financial Data                                                   6

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

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           6
    Financial Disclosure

                                    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



                                     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  2000  Annual
       Report   to   Shareholders.   Information   regarding   BOK   Financial's
       acquisitions  is  incorporated  by  reference  to  Note  2 of  "Notes  to
       Consolidated  Financial  Statements"  (page 35) in BOK  Financial's  2000
       Annual Report to Shareholders.

                        Narrative Description of Business

       BOK Financial is a financial holding company whose activities are limited
       by the Bank  Holding  Company  Act of 1956  ("BHCA"),  as  amended by the
       Financial  Services  Modernization  Act or  Gramm-Leach-Bliley  Act.  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.  Other nonbank subsidiary operations are not significant.  As
       of December  31,  2000,  BOK  Financial  and its  subsidiaries  had 3,003
       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  87%  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  12 - 14) and Note 16 of  "Notes  to
       Consolidated  Financial  Statements"  (pages 48 - 51) in BOK  Financial's
       2000 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.  All market share information below is based on share
       of deposits in specified area.

       BOk is the  largest  banking  subsidiary  of BOK  Financial.  It has  the
       largest  market share in Oklahoma and a leading  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%.  Bank  of
       Albuquerque  has a  number  four  market  share  position  in the City of
       Albuquerque behind two super-regional  competitors and also competes with
       several  locally-owned smaller community banks. Bank of Arkansas operates
       as a community bank serving Benton and Washington counties in Arkansas.

                           Supervision and Regulation

       Financial  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 financial  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  quarterly  reports 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  notification  to the Reserve Board in any case where a
       financial  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  financial   holding  company  may  acquire  all  or
       substantially all of the assets of another bank or before it may merge or
       consolidate  with another  financial  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 requires a financial  holding company to notify the Reserve
       Board within 30 days of engaging in new  activities the Reserve Board has
       determined to be financial in nature. These activities include dealing in
       and underwriting debt and equity,  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
       underwriter   and/or  agent;   owning  and  operating  savings  and  loan
       associations;   and  leasing   personal   property  on  a  full  pay-out,
       nonoperating  basis.  BOKF is already engaged in some of these activities
       and has so notified the Federal Reserve.

       A financial  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 financial 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 financial
       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,
       2000,  BOK  Financial's  Leverage,  Tier 1 and Total Capital  ratios were
       6.51%, 8.06% and 11.23%, 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
       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, 2000,  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 14 of "Notes to Consolidated Financial Statements" (page 46 - 47) in
       BOK Financial's 2000 Annual Report to Shareholders.

                   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.
<PAGE>

                               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 $82  million,  net of  depreciation  and  amortization,  as of
       December 31, 2000.  BOK  Financial  conducts  its  operations  through 65
       locations in Oklahoma, 22 locations in Texas, 15 locations in New Mexico,
       and 3 locations  in Arkansas as of December  31,  2000.  BOK  Financial's
       facilities are suitable for their respective uses and present needs.

       The  information  set forth in Notes 5 and 12 of  "Notes to  Consolidated
       Financial  Statements" (pages 39 and 45, respectively) of BOK Financial's
       2000 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 12 of "Notes to Consolidated  Financial
       Statements"   (page  45)  of  BOK  Financial's   2000  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, 2000.

                                     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, 2000, common  shareholders of record numbered 1,152
       with 49,218,502 shares outstanding.

<PAGE>

       BOK Financial's quarterly market information follows:

                  First          Second          Third          Fourth
                ------------- -------------- -------------- ---------------
       2000:
         Low      $15.31          $15.63          $16.75        $21.25
         High      20.56           17.56           18.75         17.50

       1999:
         Low      $22.03          $23.75          $18.94        $19.81
         High      25.94           25.75           25.50         21.75

       BOK  Financial has  continued  its common stock  repurchase  program with
       authority to repurchase  up 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 617,051 shares.

       The  information  set forth under the  captions  "Table 1 -  Consolidated
       Selected  Financial  Data"  (page  9),  "Table  10 -  Selected  Quarterly
       Financial Data" (page 16) and Note 14 of "Notes to Consolidated Financial
       Statements"   (page  46)  of  BOK  Financial's   2000  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  2000 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  2000  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 -23)
       of BOK  Financial's  2000 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 10 - Selected  Quarterly  Financial  Data"
       (page  16) of BOK  Financial's  2000  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 2001 Annual Proxy Statement
       for its  Annual  Meeting of  Shareholders  scheduled  for April 24,  2001
       ("2001 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  2001 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  2001 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  2001  Annual  Proxy  Statement  is  incorporated  herein  by
       reference.

       The  information  set  forth  under  Note  4 of  "Notes  to  Consolidated
       Financial  Statements"  (pages 38 - 39) of BOK  Financial's  2000  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, 2000 are incorporated by reference in Parts I and II of this
       Annual Report on Form 10-K.

                                                                     Exhibit 13
                                                              2000 Annual Report
                           Description                               Page Number

      Consolidated Selected Financial Data                                   9

      Selected Quarterly Financial Data                                     16

      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.

      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.
<PAGE>

      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.

      10.29                    Merger Agreement among, BOK Financial
                               Corporation, Park Cities Bancshares, Inc.and CNBT
                               Bancshares, Inc. dated August 18, 2000.

      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, 2000.

      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.

      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.

      99.9                     Undertakings incorporated by reference into S-8
                               Registration Statement No. 333-40280 for
                               BOK Financial Corporation Thrift Plan for Hourly
                               Employees, Incorporated by reference to
                               Exhibit 99.9 of Form 10-K for the fiscal year
                               ended December 31, 2000.

<PAGE>

       (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 27, 2001                     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 27, 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
Executive Vice President and               Senior Vice President and Director of
Chief Financial Officer                    Financial Accounting and Reporting

DIRECTORS

/s/ W. Wayne Allen                         /s/ Robert J. LaFortune
---------------------------------------    -------------------------------------
W. Wayne Allen                             Robert J. LaFortune

                                           /s/ Philip C. Lauinger, Jr.
---------------------------------------    -------------------------------------
C. Fred Ball, Jr.                          Philip C. Lauinger, Jr.

                                           /s/ John C. Lopez
---------------------------------------    -------------------------------------
James E. Barnes                            John C. Lopez

/s/ Sharon J. Bell                         /s/ Frank A. McPherson
---------------------------------------    -------------------------------------
Sharon J. Bell                             Frank A. McPherson

                                           /s/ Steven E. Moore
---------------------------------------    -------------------------------------
Peter C. Boylan, III                       Steven E. Moore

/s/ Luke R. Corbett                        /s/ J. Larry Nichols
---------------------------------------    -------------------------------------
Luke R. Corbett                            J. Larry Nichols

/s/ Robert H. Donaldson                    /s/ Ronald J. Norick
---------------------------------------    -------------------------------------
Robert H. Donaldson                        Ronald J. Norick

                                           /s/ Robert L. Parker, Sr.
---------------------------------------    -------------------------------------
William E. Durrett                         Robert L. Parker, Sr.

/s/ James O. Goodwin                       /s/ James W. Pielsticker
---------------------------------------    -------------------------------------
James O. Goodwin                           James W. Pielsticker

/s/ V. Burns Hargis
---------------------------------------    -------------------------------------
V. Burns Hargis                            James A. Robinson

/s/ Howard E. Janzen                       /s/ L. Francis Rooney, III
---------------------------------------    -------------------------------------
Howard E. Janzen                           L. Francis Rooney, III

/s/ E. Carey Joullian, IV
---------------------------------------
E. Carey Joullian, IV





