<SUBMISSION>
<ACCESSION-NUMBER>0000875357-08-000039
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20080930
<ITEMS>2.02
<ITEMS>9.01
<FILING-DATE>20081030
<DATE-OF-FILING-DATE-CHANGE>20081029
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BOK FINANCIAL CORP ET AL
<CIK>0000875357
<ASSIGNED-SIC>6021
<IRS-NUMBER>731373454
<STATE-OF-INCORPORATION>OK
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-19341
<FILM-NUMBER>081148767
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>BANK OF OKLAHOMA TOWER
<STREET2>PO BOX 2300
<CITY>TULSA
<STATE>OK
<ZIP>74192
<PHONE>9185953025
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>BANK OF OKLAHOMA TOWER
<STREET2>P O BOX 2300
<CITY>TULSA
<STATE>OK
<ZIP>74192
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k093008.txt
<DESCRIPTION>FORM 8-K 093008 EARNINGS RELEASE
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                October 29, 2008

                           BOK FINANCIAL CORPORATION

             (Exact name of registrant as specified in its charter)



         Oklahoma                       000-19341              73-1373454
         --------                       ---------              ----------
(State or other jurisdiction           (Commission            (IRS Employer
     of incorporation)                 File Number)         Identification No.)


  Bank of Oklahoma Tower, Boston Avenue at Second Street, Tulsa, Oklahoma 74172
                    (Address of principal executive offices)

               Registrant's telephone number, including area code:
                                 (918) 588-6000

               _____________________N/A___________________________

          (Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)).

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)).

<PAGE>

                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 2.02.  Results of Operations and Financial Condition.

     On October 29, 2008, BOK Financial  Corporation ("BOK Financial")  issued a
press release  announcing  its  financial  results for the three and nine months
ended September 30, 2008 ("Press  Release").  The full text of the Press Release
is  attached  as  Exhibit  99(a) to this  report and is  incorporated  herein by
reference.  On October  29,  2008,  in  connection  with  issuance  of the Press
Release,  BOK Financial released financial  information related to the three and
nine months ended September 30, 2008 ("Financial  Information"),  which includes
certain  historical  financial  information  relating  to  BOK  Financial.   The
Financial  Information  is  attached  as  Exhibit  99(b) to this  report  and is
incorporated herein by reference.

ITEM 9.01.  Financial Statements and Exhibits.

(c)      Exhibits

          99(a) Text of Press  Release,  dated October 29, 2008 titled  "Revenue
               Growth  Provides  Solid  Earnings  -  Reserves  Strengthen  in an
               Uncertain Banking Environment"

          99(b) Financial  Information  for the  Three  and  Nine  Months  Ended
               September 30, 2008

<PAGE>

                                    Signature

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                        BOK FINANCIAL CORPORATION




                                        By:      /s/ Steven E. Nell
                                            ----------------------------------
                                            Steven E. Nell
                                            Executive Vice President
                                            Chief Financial Officer
Date:  October 29, 2008
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>press93008.txt
<DESCRIPTION>(A) EARNINGS RELEASE
<TEXT>
                                                              Exhibit 99 (a)


                     Revenue Growth Provides Solid Earnings
             Reserves Strengthen in an Uncertain Banking Environment

TULSA, Okla. (Wednesday October 29, 2008) - BOK Financial Corporation reported
earnings of $56.7 million or $0.84 per diluted share for the third quarter of
2008. The Company reported a net loss of $1.2 million or $.02 per diluted share
for the second quarter of 2008 and net income of $59.8 million or $0.89 per
diluted share for the third quarter of 2007. Transactions related to the
SemGroup LP and Lehman Brothers bankruptcies increased net income by $4.5
million or $0.07 per diluted share for the third quarter of 2008 and decreased
net income by $57.0 million or $0.84 per diluted share for the second quarter of
2008.

Year-to-date net income totaled $117.8 million or $1.74 per diluted share for
the nine months ended September 30, 2008 and $166.5 million or $2.46 per diluted
share for the nine months ended September 30, 2007.

"BOK Financial is pleased to report solid earnings for the third quarter of
2008, a period of great uncertainty," said President and CEO Stan Lybarger.
"Despite continued disruptions in the financial markets, our capital position
and liquidity remain strong. Net interest revenue and fee revenue provided a
foundation for our earnings while credit reserves increased. Our loan portfolio
grew by $162 million and we funded almost $350 million of residential mortgage
loans during the third quarter. We increased deposits by more than $460 million
and our total capital is among the strongest in the country."

Highlights of the third quarter of 2008 included:

o        Net interest revenue totaled $164.3 million, up $5.4 million over the
         second quarter of 2008 and $24.9 million over the third quarter of
         2007. Net interest margin was 3.48% for the third quarter of 2008,
         3.44% for the second quarter of 2008 and 3.27% for the third quarter of
         2007. Growth in net interest revenue and net interest margin was due
         largely to increased earning assets and widening spreads.

o        Fees and commissions revenue totaled $126.7 million for the third
         quarter of 2008, $63.6 million for the second quarter of 2008 and
         $103.7 million for the third quarter of 2007. Fees and commissions grew
         $16.9 million or 16% over the third quarter of 2007, excluding SemGroup
         and Lehman related items, due largely to brokerage and trading revenue.
         Fees and commissions decreased $2.4 million, excluding SemGroup and
         Lehman related items, from the second quarter of 2008.

o        Combined reserves for credit losses totaled $209 million or 1.65% of
         outstanding loans at September 30, 2008, up from $177 million or 1.41%
         of outstanding loans at June 30, 2008. At September 30, our ratio of
         reserves to outstanding loans exceeded the median of our defined peer
         group. Net loans charged off and provision for credit losses were $20.2
         million and $52.7 million, respectively, for the third quarter of 2008.
         Net loans charged off and provision for credit losses were $39.0
         million and $59.3 million respectively for the second quarter of 2008
         and $4.9 million and $7.2 million, respectively for the third quarter
         of 2007.

o        Non-performing assets totaled $252 million or 1.98% of outstanding
         loans and repossessed assets at September 30, 2008, up from $181
         million or 1.45% of outstanding loans and repossessed assets at June
         30, 2008. The increase in non-performing assets included an expected
         $36 million of unpaid amounts due from SemGroup in settlement of funded
         letters of credit and derivative contracts which terminated during the
         third quarter.

o        The Company maintained strong Tier 1 and tangible capital ratios of
         9.25% and 7.16%, respectively, at September 30, 2008. Tier 1 and
         tangible capital ratios were 8.69% and 7.15%, respectively, at June 30,
         2008. At September 30, 2008, the Company's total capital ratio was near
         the top quartile of 50 largest U.S. banks. The Company paid a dividend
         of $15.2 million or $0.225 per common share during the third quarter of
         2008.

o        On October 28, 2008, the Company's board of directors declared a
         dividend of $0.225 per common share payable on December 2, 2008 to
         shareholders of record as of November 14, 2008.

Net Interest Revenue

Net interest revenue totaled $164.3 million for the third quarter of 2008, up
$5.4 million or 14% annualized over the second quarter of 2008 and $24.9 million
or 18% over the third quarter of 2007. Net interest margin was 3.48% for the
third quarter of 2008, 3.44% for the second quarter of 2008 and 3.27% for the
third quarter of 2007. The spread between LIBOR and the federal funds rate
continued to widen in the third quarter. LIBOR is the basis for interest earned
on many of our loans. The federal funds rate is the basis for interest paid on
many of our interest-bearing liabilities. In addition, our mix of funding
sources shifted to lower-cost deposit accounts during the third quarter.

Average earning assets for the third quarter of 2008 increased $174 million
compared with the previous quarter, including a $138 million increase in average
loans, net of allowance for loan losses, and a $26 million increase in average
securities. Average commercial loans increased $253 million and average
commercial real estate loans decreased $106 million.

Average deposits increased $967 million during the third quarter, including a
$716 million increase in average time deposits and a $251 million increase in
average demand and interest-bearing transaction deposit account balances.
Average other borrowed funds, which consist primarily of Federal Home Loan Bank
advances, decreased $877 million. Growth in average time deposits included a
$550 million increase in brokered deposits as the Company realigned its funding
sources to increase overnight liquidity.

Credit Quality

Non-performing assets totaled $252 million or 1.98% of outstanding loans and
repossessed assets at September 30, 2008, up $71 million since June 30, 2008.
Non-performing assets included $9.6 million of restructured residential mortgage
loans guaranteed by agencies of the U.S. government and $16 million of loans and
repossessed assets acquired with First United Bank in the second quarter of
2007. The Company will be reimbursed by the sellers up to $8 million for any
losses incurred during a three-year period after the acquisition date.

Non-accruing commercial loans totaled $106 million or 1.45% of total commercial
loans at September 30, 2008. Approximately $50 million of non-accruing
commercial loans are in the energy sector of the portfolio, including $48
million due from SemGroup. This amount represents one-third of our
pre-bankruptcy amounts due from SemGroup. In addition, $27 million of
non-accruing commercial loans are in the services sector of the loan portfolio.
The distribution of non-accruing commercial loans among our various markets
included $75 million in Oklahoma, $12 million in Colorado and $10 million in
Texas.

Non-accruing commercial real estate loans totaled $78 million or 2.88% of
outstanding commercial real estate loans at September 30, 2008. Non-accruing
commercial real estate loans included $54 million of land and residential lot
and construction loans, $13 million of loans secured by retail properties and $3
million of loans secured by office buildings. The distribution of non-accruing
commercial real estate loans among our various markets included $51 million in
Arizona, $8 million in Texas, $8 million in Colorado and $5 million in New
Mexico.

"While our asset quality trends deteriorated in the third quarter, it is
important to note that the Arizona real estate market has been the biggest
driver of the deterioration," said Lybarger. "This market is a relatively small
percentage of our Company's balance sheet. However, we have long maintained
commercial real estate below 25% of total loans, which should help as we work
through this cycle."

At September 30, 2008, non-performing assets in the Arizona market totaled $58
million or 9.47% of loans and repossessed assets, up from $35 million or 5.67%
at June 30, 2008. Non-performing land and residential lot and construction
properties in Arizona totaled $41 million at September 30, 2008, up from $30
million at June 30, 2008.

Our consumer credit exposure consists primarily of residential mortgage loans,
home equity loans and indirect automobile loans. Non-accruing permanent
residential mortgage loans totaled $26 million or 2.21% of outstanding
residential mortgage loans at September 30, 2008. Non-accruing home equity loans
totaled $674 thousand or 0.14% of outstanding home equity loans. The
distribution of non-accruing residential mortgage loans among our various
markets included $10 million in Texas, $9 million in Oklahoma and $3 million in
Arizona.

At September 30, 2008, the distribution of our $721 million portfolio of
indirect automobile loans among various markets was $454 million in Oklahoma,
$176 million in Arkansas and $91 million in Texas. Approximately 2.29% of the
indirect automobile loan portfolio is past due 30 days or more, including 2.23%
in Oklahoma, 2.56% in Arkansas and 2.08% in Texas. At June 30, 2008,
approximately 1.95% of the indirect automobile loan portfolio was past due 30
days or more. This compares to a national average of 2.60% for indirect
automobile loans past due 30 days or more at June 30, 2008.

The combined allowance for loan losses and reserve for off-balance sheet credit
losses totaled $209 million or 1.65% of outstanding loans and 99% of
non-accruing loans at September 30, 2008. The allowance for loans losses was
$187 million and the reserve for off-balance sheet credit losses was $22
million. At June 30, 2008, the combined allowance for loan losses and
off-balance sheet credit losses was $177 million or 1.41% of outstanding loans
and 119% of non-accruing loans.

Real estate and other repossessed assets totaled $28 million at September 30,
2008, up from $21 million at June 30, 2008. Real estate and other repossessed
assets included $17 million of 1-4 family residential properties and residential
land development properties, $5 million of developed commercial real estate
properties, $4 million of undeveloped land and $2 million of automobiles. Real
estate owned and other repossessed assets are primarily located in Oklahoma,
Texas, Arkansas and Colorado. Approximately $2 million of real estate and other
repossessed assets are supported by the First United Bank sellers' guaranty.

The Company also has off-balance sheet obligations related to certain community
development residential mortgage loans that were sold to U.S. government
agencies with recourse. These mortgage loans were underwritten to standards
approved by the agencies, including full documentation and were originated under
programs available only for owner-occupied properties. The outstanding principal
balance of these loans totaled $388 million at September 30, 2008. All of these
loans are to borrowers in our primary market areas, including $274 million in
Oklahoma, $44 million in Arkansas, $22 million in New Mexico and $18 million in
Kansas City. At September 30, 2008, approximately 2.17% of these loans are
non-performing. A separate reserve for credit risk of $8.6 million is maintained
for these loans.

Securities and Derivatives

The Company's securities portfolio totaled $6.7 billion at September 30, 2008,
up $451 million since June 30, 2008. The portfolio consisted primarily of
mortgage-backed securities, including $4.8 billion fully backed by U.S.
government agencies and $1.5 billion privately issued by publicly-owned
financial institutions. The portfolio does not hold any securities backed by
sub-prime mortgage loans, collateralized debt obligations or collateralized loan
obligations. The Company holds no debt of corporate issuers. Net unrealized
losses on the Company's portfolio of available for sale debt securities totaled
$156 million at September 30, 2008. These unrealized losses were determined to
be temporary based on an assessment of current and anticipated market
conditions.

Approximately $439 million of the privately issued mortgage-backed securities
consisted of Alt-A mortgage loans. Approximately 83% of these securities are
credit enhanced with additional collateral support and approximately 87% of our
Alt-A mortgage-backed securities represents pools of fixed-rate mortgage loans.
None of the adjustable rate mortgages are payment option ARMs.

"Our strategy has been to enhance the credit quality of our securities portfolio
in exchange for slightly lower yields," said Lybarger. "This strategy has
limited our risk in the current environment."

The securities portfolio also included $32 million of preferred stocks issued by
seven financial institutions. None of these institutions are in default and all
of the issuers are rated investment grade. The fair value of these preferred
stocks was $24 million at September 30, 2008. Based on an assessment of current
and anticipated market conditions, the Company determined that the $8.5 million
of unrealized losses on these securities were temporary. BOK Financial does not
own any equity securities issued by Fannie Mae or Freddie Mac.

The Company also has a portfolio of derivative contracts which are used for
customer risk management programs and internal interest rate risk management
programs. At September 30, 2008 the fair value of all asset contracts totaled
$572 million, net of cash margin held by the Company. The largest amount due
from a single counterparty, a subsidiary of an international energy company, to
these contracts at September 30 was $67 million. The largest amount due from
this counterparty decreased to $35 million through receipt of cash margin the
next day.

Net gains on securities, derivatives and mortgage servicing rights totaled $915
thousand for the third quarter of 2008, compared with net losses of $9.0 million
for the second quarter of 2008 and net gains of $2.2 million for the third
quarter of 2007.

<TABLE>
                                                                   Quarter Ended

                                            September 30          June 30             September 30
                                               2008                2008                    2007

<S>                                        <C>                   <C>                    <C>
Gain on portfolio securities               $     917             $    276               $     21
Gain on Mastercard IPO securities                  -                   -                  1,073
Gain (loss) on derivative contracts            4,366               (2,961)                  865
Gain (loss) on mortgage hedge
  securities                                   1,186               (5,518)                3,654
Loss on change in fair value
  of mortgage servicing rights                (5,554)             (   767)              (3,446)
                                             --------           -----------             --------
Gain (loss) on mortgage servicing rights
  net of mortgage hedge securities            (4,368)              (6,285)                 208
                                             --------           -----------             --------
Net gain (loss) on securities, derivatives
  and mortgage servicing rights             $    915              $(8,970)              $2,167
</TABLE>


Liquidity and Capital

The Company improved its liquidity during the third quarter by reducing net
amounts funded into margin accounts to support customer derivative contracts by
$791 million, increasing deposit account balances by $460 million and increasing
other short-term borrowings by $566 million. The decrease in net amounts funded
into margin accounts was due to settlement of derivative contracts and a
reduction in energy prices during the third quarter. Time deposits increased by
$456 million due primarily to a $453 million increase in brokered time deposits.
Increased liquidity was used to reduce funds borrowed from the Federal Home Loan
Banks by $1.1 billion, increase the securities portfolio by $451 million and
fund net loan growth of $162 million. These actions supported a strategy to
improve the Company's overnight liquidity.

Net loan growth consisted of a $235 million increase in commercial loans and a
$62 million increase in residential mortgage loans, partially offset by a $114
million decrease in commercial real estate loans and a $22 million decrease in
consumer loans. The outstanding balance of energy loans increased $205 million.
Residential construction and land development loans decreased $53 million and
indirect automobile loans decreased $14 million. The Company also funded $347
million of residential mortgage loans during the third quarter. These loans were
originated across all of our primary markets.

The Company and each of its subsidiary banks exceeded the regulatory definition
of well-capitalized at September 30, 2008. The Company's Tier 1 and tangible
capital ratios were 9.25% and 7.16%, respectively, at September 30, 2008. Tier 1
and tangible capital ratios were 8.69% and 7.15%, respectively, at June 30,
2008. In addition, the Company's total capital ratio was 12.55% at September 30,
2008 and 11.69% at June 30, 2008. The Company maintained its cash dividend of
$0.225 per common share during the third quarter.

The Company is continuing to evaluate the recently announced TARP Capital
Purchase Program. The TARP program allows participating banks to increase
capital by issuing preferred stock and common stock warrants to the U.S.
government. The Company will make a decision about participating in the TARP
program before the November 14, 2008 deadline.

Fees and Commission Revenue

Fees and commissions revenue totaled $126.7 million for the third quarter of
2008, $63.6 million for the second quarter of 2008 and $103.7 million for the
third quarter of 2007. Fees and commissions revenue excluding transactions
related to SemGroup and Lehman Brothers was $120.0 million for the third quarter
of 2008, $122.3 million for the second quarter of 2008 and $103.0 million for
the third quarter of 2007. The $2.4 million reduction in fees and commissions
revenue from the previous quarter was due primarily to a $2.5 million decrease
in fees earned on margin assets. Average margin assets, which are held primarily
as part of the Company's customer derivative programs, totaled $532 million in
the third quarter of 2008 and $762 million in the second quarter of 2008. The
decrease in revenue from margin assets was offset by an increase in net interest
revenue due to lower funding costs.

Operating Expenses

Operating expenses totaled $164.3 million for the third quarter of 2008, up $5.0
million over the preceding quarter and $13.3 million over the third quarter of
2007. Excluding changes in the fair value of mortgage servicing rights,
operating expenses increased $235 thousand over the second quarter of 2008.
Personnel expense decreased $2.0 million due primarily to lower incentive
compensation and deferred compensation expenses. The Company recognized a $1.7
million charge for its obligation to support a settlement of litigation between
Visa, Inc and Discover Financial Services.

About BOK Financial Corporation

BOK Financial is a regional financial services company that provides  commercial
and consumer banking,  investment and trust services,  mortgage  origination and
servicing,  and an electronic funds transfer  network.  Holdings include Bank of
Albuquerque,  N.A.,  Bank of Arizona,  N.A.,  Bank of  Arkansas,  N.A.,  Bank of
Oklahoma,  N.A., Bank of Texas, N.A., Colorado State Bank & Trust, N.A., Bank of
Kansas City,  N.A., BOSC, Inc.,  Cavanal Hill Investment  Management,  Inc., the
TransFund electronic funds network, and Southwest Trust Company,  N.A. Shares of
BOK  Financial  are  traded  on the  NASDAQ  under  the  symbol  BOKF.  For more
information, visit www.bokf.com.

This news release contains forward-looking statements that are based on
management's beliefs, assumptions, current expectations, estimates and
projections about BOK Financial, the financial services industry and the economy
generally. Words such as "anticipates," "believes," "estimates," "expects,"
"forecasts," "plans," "projects," variations of such words and similar
expressions are intended to identify such forward-looking statements. Management
judgments relating to and discussion of the provision and allowance for credit
losses involve judgments as to future events and are inherently forward-looking
statements. Assessments that BOK Financial's acquisitions and other growth
endeavors will be profitable are necessary statements of belief as to the
outcome of future events based in part on information provided by others which
BOK Financial has not independently verified. These statements are not
guarantees of future performance and involve certain risks, uncertainties, and
assumptions which are difficult to predict with regard to timing, extent,
likelihood and degree of occurrence. Therefore, actual results and outcomes may
materially differ from what is expected, implied or forecasted in such
forward-looking statements. Internal and external factors that might cause such
a difference include, but are not limited to (1) the ability to fully realize
expected cost savings from mergers within the expected time frames, (2) the
ability of other companies on which BOK Financial relies to provide goods and
services in a timely and accurate manner, (3) changes in interest rates and
interest rate relationships, (4) demand for products and services, (5) the
degree of competition by traditional and nontraditional competitors, (6) changes
in banking regulations, tax laws, prices, levies and assessments, (7) the impact
of technological advances and (8) trends in consumer behavior as well as their
ability to repay loans. BOK Financial and its affiliates undertake no obligation
to update, amend or clarify forward-looking statements, whether as a result of
new information, future events, or otherwise.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>fs0093008.txt
<DESCRIPTION>(B) FINANCIAL STATEMENTS
<TEXT>
                                                                 Exhibit 99(b)

BALANCE SHEETS
 BOK FINANCIAL CORPORATION
 (In thousands)
<TABLE>
                                                                   Period Ended
                                                ---------------------------------------------------
                                                 September 30,     December 31,       September 30,
                                                    2008              2007               2007
                                                --------------    --------------     -------------
                                                 (Unaudited)                          (Unaudited)
 ASSETS
<S>                                                 <C>               <C>               <C>
 Cash and due from banks                            $ 669,914         $ 717,259         $ 565,747
 Trading securities                                    92,588            45,724            25,000
 Funds sold and resell agreements                     105,594           173,154           118,768
 Securities:
   Available for sale                               6,279,530         5,650,540         5,544,234
   Investment                                         243,617           247,949           250,873
   Mortgage trading securities                        198,201           154,701           127,222
                                                --------------    --------------     -------------
 Total securities                                   6,721,348         6,053,190         5,922,329
 Residential mortgage loans held for sale             113,121            76,677            73,488
 Loans:
   Commercial                                       7,273,802         6,737,505         6,510,361
   Commercial real estate                           2,713,992         2,750,472         2,785,035
   Residential mortgage                             1,669,953         1,531,296         1,497,568
   Consumer                                         1,022,223           921,297           884,712
                                                 --------------    --------------     -------------
   Total loans                                     12,679,970        11,940,570        11,677,676
 Less reserve for loan losses                        (186,516)         (126,677)         (121,932)
                                                --------------    --------------     -------------
   Loans, net of reserve                           12,493,454        11,813,893        11,555,744
 Premises and equipment, net                          267,749           258,786           254,953
 Accrued revenue receivable                           118,096           128,350           129,849
 Intangible assets, net                               363,177           368,353           375,113
 Mortgage servicing rights, net                        68,680            70,009            71,927
 Real estate and other repossessed assets              28,088             9,475            10,627
 Bankers' acceptances                                  23,933             1,780            20,353
 Derivative contracts                                 572,391           502,446           301,311
 Cash surrender value of bank-owned life insurance    234,293           229,540           226,853
 Receivable on unsettled securities trades            169,494            19,964             7,473
 Other assets                                         335,882           199,101           187,670
                                                 --------------    --------------     -------------
 TOTAL ASSETS                                    $ 22,377,802      $ 20,667,701      $ 19,847,205
                                                ==============    ==============     =============

 LIABILITIES AND SHAREHOLDERS' EQUITY
 Deposits:
   Demand                                         $ 3,005,163       $ 2,768,769       $ 2,357,149
   Interest-bearing transaction                     6,606,622         6,203,516         5,641,320
   Savings                                            156,847           156,368           164,306
   Time                                             4,817,551         4,330,638         4,820,303
                                                --------------    --------------     -------------
 Total deposits                                    14,586,183        13,459,291        12,983,078
 Funds purchased and
   repurchase agreements                            3,667,225         3,225,131         3,175,802
 Other borrowings                                   1,077,450         1,027,564           908,711
 Subordinated debentures                              398,372           398,273           398,240
 Accrued interest, taxes, and expense                 120,280           124,029           118,275
 Bankers' acceptances                                  23,933             1,780            20,353
 Derivative contracts                                 377,973           341,677           236,882
 Other liabilities                                    185,883           154,572           137,301
                                                --------------    --------------     -------------
 TOTAL LIABILITIES                                 20,437,299        18,732,317        17,978,642
 Shareholders' equity:
   Capital, surplus and retained earnings           2,046,752         1,966,618         1,920,545
   Accumulated other comprehensive loss              (106,249)          (31,234)          (51,982)
                                                --------------    --------------     -------------
 TOTAL SHAREHOLDERS' EQUITY                         1,940,503         1,935,384         1,868,563
                                                --------------    --------------     -------------
 TOTAL LIABILITIES AND
   SHAREHOLDERS' EQUITY                          $ 22,377,802      $ 20,667,701      $ 19,847,205
                                                ==============    ==============     =============
</TABLE>


 AVERAGE BALANCE SHEETS - UNAUDITED
 BOK FINANCIAL CORPORATION
 (In thousands)
<TABLE>
                                                                               Quarter Ended
                                             -------------------------------------------------------------------------------------
                                              September 30,       June 30,          March 31,      December 31,      September 30,
                                                 2008              2008               2008            2007              2007
                                             --------------    --------------     -------------   --------------    --------------
ASSETS
<S>                                               <C>               <C>               <C>              <C>               <C>
Trading securities                                $ 66,419          $ 74,058          $ 74,957         $ 29,303          $ 24,413
Funds sold and resell agreements                    79,862            72,444            80,735           86,948           101,281
Securities:
  Available for sale                             5,945,220         5,880,844         5,438,655        5,574,417         5,183,056
  Investment                                       239,655           249,723           248,974          249,350           246,273
  Mortgage trading securities                      126,837           155,612           201,199          138,306           137,863
                                             --------------    --------------     -------------   --------------    --------------
Total securities                                 6,311,712         6,286,179         5,888,828        5,962,073         5,567,192
Residential mortgage loans held for sale           116,533           105,925            84,291           75,082            93,042
Loans:
  Commercial                                     7,228,814         6,976,292         6,841,006        6,619,760         6,487,139
  Commercial real estate                         2,696,503         2,802,292         2,784,640        2,702,449         2,775,184
  Residential mortgage                           1,655,710         1,606,518         1,510,238        1,504,594         1,472,537
  Consumer                                       1,015,796         1,035,985           961,104          904,358           881,736
                                             --------------    --------------     -------------   --------------    --------------
Total loans                                     12,596,823        12,421,087        12,096,988       11,731,161        11,616,596
Less allowance for loan losses                    (182,844)         (145,524)         (131,709)        (125,996)         (123,059)
                                             --------------    --------------     -------------   --------------    --------------
Total loans, net                                12,413,979        12,275,563        11,965,279       11,605,165        11,493,537
                                             --------------    --------------     -------------   --------------    --------------
Total earning assets                            18,988,504        18,814,168        18,094,090       17,758,570        17,279,465
Cash and due from banks                            499,992           524,922           543,232          546,704           529,282
Cash surrender value of bank-owned life insurance  232,465           229,731           230,283          227,810           225,206
Derivative contracts                               900,777           896,569           513,696          387,876           255,673
Other assets                                     1,199,425         1,142,910         1,115,752        1,061,655         1,046,749
                                             --------------    --------------     -------------   --------------    --------------
TOTAL ASSETS                                  $ 21,821,163      $ 21,608,300      $ 20,497,053     $ 19,982,615      $ 19,336,375
                                             ==============    ==============     =============   ==============    ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
  Demand                                       $ 2,739,209       $ 2,634,038       $ 2,443,201      $ 2,448,011       $ 2,390,293
  Interest-bearing transaction                   6,565,935         6,420,291         6,267,021        5,861,544         5,593,043
  Savings                                          159,856           159,798           156,953          160,170           200,362
  Time                                           4,792,366         4,076,167         4,225,141        4,544,802         4,798,812
                                             --------------    --------------     -------------   --------------    --------------
Total deposits                                  14,257,366        13,290,294        13,092,316       13,014,527        12,982,510
Funds purchased and
  repurchase agreements                          3,061,186         3,126,110         3,061,783        3,158,153         2,603,372
Other borrowings                                 1,390,233         2,267,076         1,340,846          936,353           880,894
Subordinated debentures                            398,361           398,336           398,241          398,109           471,458
Derivative contracts                               509,057           239,211           297,660          276,992           198,438
Other liabilities                                  278,363           302,482           321,061          303,582           378,723
                                             --------------    --------------     -------------   --------------    --------------
TOTAL LIABILITIES                               19,894,566        19,623,509        18,511,907       18,087,716        17,515,395
Shareholders' equity                             1,926,597         1,984,791         1,985,146        1,894,899         1,820,980
                                             --------------    --------------     -------------   --------------    --------------
TOTAL LIABILITIES AND
    SHAREHOLDERS' EQUITY                      $ 21,821,163      $ 21,608,300      $ 20,497,053     $ 19,982,615      $ 19,336,375
                                             ==============    ==============     =============   ==============    ==============
</TABLE>

 STATEMENTS OF EARNINGS - UNAUDITED
 BOK FINANCIAL CORPORATION
 (In thousands, except per share data)
<TABLE>
                                                         Quarter Ended                     Nine Months Ended
                                                --------------------------------     ------------------------------
                                                         September 30,                       September 30,
                                                --------------------------------     ------------------------------
                                                    2008              2007               2008            2007
                                                --------------    --------------     -------------   --------------
<S>                                                 <C>               <C>               <C>              <C>
 Interest revenue                                   $ 263,358         $ 300,380         $ 799,485        $ 863,641
 Interest expense                                      99,010           160,935           329,070          460,445
                                                --------------    --------------     -------------   --------------
 Net interest revenue                                 164,348           139,445           470,415          403,196
 Provision for credit losses                           52,711             7,201           129,592           21,521
                                                --------------    --------------     -------------   --------------
 Net interest revenue after
   provision for credit losses                        111,637           132,244           340,823          381,675

 Other operating revenue
   Brokerage and trading revenue                       30,846            15,541            19,297           42,140
   Transaction card revenue                            25,632            23,812            74,976           66,913
   Trust fees and commissions                          20,100            19,633            61,836           58,086
   Deposit service charges and fees                    30,404            27,885            88,289           79,280
   Mortgage banking revenue                             6,230             5,809            20,645           15,363
   Bank-owned life insurance                            2,829             2,520             7,999            7,444
   Margin asset fees                                    1,934             1,061             8,361            2,788
   Other revenue                                        8,691             7,456            22,730           20,254
                                               --------------    --------------     -------------   --------------
  Total fees and commissions                          126,666           103,717           304,133          292,268
   Gain (loss) on asset sales                            (839)               42              (658)             388
   Gain (loss) on securities, net                       2,103             4,748             1,481           (2,077)
   Gain (loss) on derivatives, net                      4,366               865             3,518              753
                                                --------------    --------------     -------------   --------------
   Total other operating revenue                      132,296           109,372           308,474          291,332

 Other operating expense
   Personnel                                           87,549            85,811           265,252          244,193
   Business promotion                                   5,837             5,399            16,253           15,360
   Professional fees and services                       6,501             5,749            19,122           16,586
   Net occupancy and equipment                         15,570            14,752            45,731           41,818
   Insurance                                            2,436               759             8,772            2,174
   Data processing and communications                  19,911            18,271            58,327           53,647
   Printing, postage and supplies                       4,035             4,201            12,610           12,349
   Net (gains) losses and operating expenses
     of repossessed assets                               (136)              172                13              571
   Amortization of intangible assets                    1,884             2,397             5,694            4,976
   Mortgage banking costs                               5,811             3,877            17,545            8,932
   Change in fair value of mortgage servicing rights    5,554             3,446             8,083             (451)
   Visa retrospective responsibility obligation         1,700                 -            (1,067)               -
   Other expense                                        7,638             6,184            20,627           17,105
                                                --------------    --------------     -------------   --------------
 Total other operating expense                        164,290           151,018           476,962          417,260

 Income before taxes                                   79,643            90,598           172,335          255,747
 Federal and state income taxes                        22,958            30,750            54,546           89,243
                                                --------------    --------------     -------------   --------------

 Net income                                          $ 56,685          $ 59,848         $ 117,789        $ 166,504
                                                ==============    ==============     =============   ==============

 Average shares outstanding:
    Basic                                          67,263,317        67,078,378        67,252,296       67,092,549
    Diluted                                        67,471,376        67,537,643        67,564,159       67,571,900

 Net income (loss) per share:
   Basic                                               $ 0.84            $ 0.89            $ 1.75           $ 2.48
                                                ==============    ==============     =============   ==============
   Diluted                                             $ 0.84            $ 0.89            $ 1.74           $ 2.46
                                                ==============    ==============     =============   ==============
</TABLE>


 FINANCIAL HIGHLIGHTS - UNAUDITED
 BOK FINANCIAL CORPORATION
 (In thousands, except ratio and share data)
<TABLE>
                                                                                  Quarter Ended
                                                -----------------------------------------------------------------------------------
                                                 September 30,       June 30,          March 31,     December 31,     September 30,
                                                    2008              2008               2008           2007             2007
                                                --------------    --------------     -------------  --------------   --------------
 Capital:
<S>                                               <C>               <C>               <C>             <C>              <C>
   Period-end shareholders' equity                $ 1,940,503       $ 1,942,376       $ 1,992,570     $ 1,935,384      $ 1,868,563
   Risk-based capital ratios:
     Tier 1                                             9.25%             8.69%             9.35%           9.38%            9.30%
     Total capital                                     12.55%            11.69%            12.44%          12.54%           12.53%
   Leverage ratio                                       7.94%             7.83%             8.23%           8.20%            8.17%
   Period-end tangible capital ratio                    7.16%             7.15%             7.83%           7.72%            7.67%

 Common stock:
   Book value per share                               $ 28.78           $ 28.78           $ 29.57         $ 28.75          $ 27.86

   Market value per share:
        High                                          $ 53.94           $ 60.74           $ 55.23         $ 55.43          $ 54.20
        Low                                           $ 38.61           $ 49.11           $ 46.82         $ 51.44          $ 47.37

   Cash dividends paid                               $ 15,170          $ 15,180          $ 13,484        $ 13,438         $ 13,445
   Dividend payout ratio                               26.76%         (1307.49%)           21.66%          26.27%           22.47%
   Shares outstanding, net                         67,433,837        67,488,388        67,383,318      67,306,380       67,062,517
   Stock buy-back program:
       Shares repurchased                              75,000                 -            91,114          33,583          261,916
       Amount                                     $ 3,337,000               $ -       $ 4,655,477     $ 1,770,368     $ 13,359,753
                                                --------------    ----------------   -------------  --------------   --------------
       Average price per share                        $ 44.49      $          -           $ 51.10         $ 52.72          $ 51.01
                                                ==============    ==============     =============  ==============   ==============

 Performance ratios (quarter annualized):
  Return on average assets                              1.03%            (0.02%)            1.22%           1.02%            1.23%
  Return on average equity                             11.70%            (0.24%)           12.62%          10.71%           13.04%
  Net interest margin                                   3.48%             3.44%             3.31%           3.22%            3.27%
  Efficiency ratio                                     54.19%            70.56%            57.60%          60.04%           60.08%

 Other data:
     Gain (loss) on economic hedge of mortgage
         servicing rights                              $1,186          $ (5,518)            $ 191         $ 1,288          $ 3,654
     Trust assets                                $ 33,242,296      $ 34,433,874      $ 35,524,730    $ 36,288,592     $ 34,875,758
     Mortgage servicing portfolio                 $ 5,167,584       $ 5,075,285       $ 4,967,384     $ 4,893,011      $ 4,824,420
     Mortgage loan fundings during the quarter      $ 258,171         $ 288,937         $ 256,617       $ 239,620        $ 246,097
     Mortgage loan refinances to total fundings        25.14%            36.76%            51.19%          35.49%           26.51%
     Tax equivalent adjustment                        $ 1,927           $ 2,084           $ 2,154         $ 2,502          $ 2,464
</TABLE>


 QUARTERLY EARNINGS TRENDS - UNAUDITED BOK FINANCIAL CORPORATION
(In thousands, except ratio and per share data)
<TABLE>
                                                                                 Quarter Ended
                                              ------------------------------------------------------------------------------------
                                               September 30,       June 30,          March 31,      December 31,     September 30,
                                                  2008              2008               2008            2007             2007
                                              --------------    --------------     -------------   --------------   --------------
<S>                                               <C>               <C>               <C>              <C>              <C>
 Interest revenue                                 $ 263,358         $ 260,086         $ 276,041        $ 297,096        $ 300,380
 Interest expense                                    99,010           101,147           128,913          155,807          160,935
                                              --------------    --------------     -------------   --------------   --------------
 Net interest revenue                               164,348           158,939           147,128          141,289          139,445
 Provision for credit losses                         52,711            59,310            17,571           13,200            7,201
                                              --------------    --------------     -------------   --------------   --------------
 Net interest revenue after
   provision for credit losses                      111,637            99,629           129,557          128,089          132,244

 Other operating revenue
   Brokerage and trading revenue                     30,846           (35,462)           23,913           20,402           15,541
   Transaction card revenue                          25,632            25,786            23,558           23,512           23,812
   Trust fees and commissions                        20,100            20,940            20,796           20,145           19,633
   Deposit service charges and fees                  30,404            30,199            27,686           29,938           27,885
   Mortgage banking revenue                           6,230             7,198             7,217            6,912            5,809
   Bank-owned life insurance                          2,829             2,658             2,512            2,614            2,520
   Margin asset fees                                  1,934             4,460             1,967            2,012            1,061
   Other revenue                                      8,691             7,824             6,215            7,819            7,456
                                              --------------    --------------     -------------   --------------   --------------
  Total fees and commissions                        126,666            63,603           113,864          113,354          103,717
   Gain (loss) on asset sales                          (839)              216               (35)          (1,316)              42
   Gain (loss) on securities, net                     2,103            (5,242)            4,620           (6,251)           4,748
   Gain (loss) on derivatives, net                    4,366            (2,961)            2,113            1,529              865
                                              --------------    --------------     -------------   --------------   --------------
   Total other operating revenue                    132,296            55,616           120,562          107,316          109,372

 Other operating expense
   Personnel                                         87,549            89,597            88,106           84,512           85,811
   Business promotion                                 5,837             5,777             4,639            6,528            5,399
   Professional fees and services                     6,501             6,973             5,648            6,209            5,749
   Net occupancy and equipment                       15,570            15,100            15,061           15,466           14,752
   Insurance                                          2,436             2,626             3,710              843              759
   Data processing and communications                19,911            19,523            18,893           19,086           18,271
   Printing, postage and supplies                     4,035             4,156             4,419            4,221            4,201
   Net (gains) losses and operating expense
     of repossessed assets                             (136)             (229)              378              120              172
   Amortization of intangible assets                  1,884             1,885             1,925            2,382            2,397
   Mortgage banking costs                             5,811             6,054             5,681            4,225            3,877
   Change in fair value of mortgage servicing rights  5,554               767             1,762            3,344            3,446
   Visa retrospective responsibility obligation       1,700                 -            (2,767)           2,767                -
   Other expense                                      7,638             7,039             5,949            8,024            6,184
                                              --------------    --------------     -------------   --------------   --------------
 Total other operating expense                      164,290           159,268           153,404          157,727          151,018

 Income before taxes                                 79,643            (4,023)           96,715           77,678           90,598
 Federal and state income taxes                      22,958            (2,862)           34,450           26,518           30,750
                                              --------------    --------------     -------------   --------------   --------------

 Net income                                        $ 56,685          $ (1,161)         $ 62,265         $ 51,160         $ 59,848
                                              ==============    ==============     =============   ==============   ==============

 Average shares outstanding:
    Basic                                        67,263,317        67,452,181        67,202,128       67,051,499       67,078,378
    Diluted                                      67,471,376        67,452,181        67,549,960       67,482,798       67,537,643

 Net income (loss) per share:
   Basic                                             $ 0.84          $ (0.02)            $ 0.93           $ 0.76           $ 0.89
   Diluted                                           $ 0.84          $ (0.02)            $ 0.92           $ 0.76           $ 0.89
</TABLE>

 LOANS BY PRINCIPAL MARKET AREA - UNAUDITED
 BOK FINANCIAL CORPORATION
 (In thousands)
<TABLE>
                                                                                 Quarter Ended
                                             -------------------------------------------------------------------------------------
                                              September 30,       June 30,          March 31,      December 31,      September 30,
                                                 2008              2008               2008            2007              2007
                                             --------------    --------------     -------------   --------------    --------------
Oklahoma:
<S>                                            <C>               <C>               <C>              <C>               <C>
    Commercial                                 $ 3,368,823       $ 3,228,179       $ 3,248,424      $ 3,219,176       $ 3,113,412
    Commercial real estate                         827,357           875,546           940,686          890,703           875,135
    Residential mortgage                         1,134,066         1,099,277         1,080,882        1,080,483         1,058,142
    Consumer                                       580,211           601,184           586,695          576,070           562,631
                                             --------------    --------------     -------------   --------------    --------------
        Total Oklahoma                           5,910,457         5,804,186         5,856,687        5,766,432         5,609,320

Texas:
    Commercial                                   2,205,169         2,166,925         2,124,192        1,985,645         1,941,731
    Commercial real estate                         853,653           889,364           838,781          846,303           913,910
    Residential mortgage                           307,655           299,996           262,305          275,533           266,850
    Consumer                                       214,133           204,081           168,949          142,958           133,391
                                             --------------    --------------     -------------   --------------    --------------
        Total Texas                              3,580,610         3,560,366         3,394,227        3,250,439         3,255,882

New Mexico:
    Commercial                                     442,644           451,225           472,543          473,262           446,573
    Commercial real estate                         281,061           271,177           258,731          252,884           256,994
    Residential mortgage                            95,165            89,469            85,834           84,336            83,274
    Consumer                                        18,296            16,977            14,977           16,105            15,769
                                             --------------    --------------     -------------   --------------    --------------
        Total New Mexico                           837,166           828,848           832,085          826,587           802,610

Arkansas:
    Commercial                                     104,630            96,775           100,489          106,328           117,993
    Commercial real estate                         127,925           124,049           130,956          124,317           107,588
    Residential mortgage                            16,941            19,527            16,621           16,393            18,411
    Consumer                                       183,543           197,979           180,551          163,626           148,404
                                             --------------    --------------     -------------   --------------    --------------
        Total Arkansas                             433,039           438,330           428,617          410,664           392,396

Colorado:
    Commercial                                     598,519           489,844           486,525          490,373           491,204
    Commercial real estate                         266,739           276,062           261,099          252,537           247,802
    Residential mortgage                            49,676            38,517            31,011           26,556            26,322
    Consumer                                        18,328            16,367            17,552           16,457            18,623
                                             --------------    --------------     -------------   --------------    --------------
        Total Colorado                             933,262           820,790           796,187          785,923           783,951

Arizona:
    Commercial                                     213,861           207,173           174,360          157,341           147,103
    Commercial real estate                         326,615           351,058           361,567          342,673           349,840
    Residential mortgage                            58,800            53,321            50,719           46,269            43,510
    Consumer                                         5,551             5,315             6,815            5,522             5,491
                                             --------------    --------------     -------------   --------------    --------------
        Total Arizona                              604,827           616,867           593,461          551,805           545,944

Kansas:
    Commercial                                     340,156           398,452           350,325          305,380           252,345
    Commercial real estate                          30,642            40,241            40,104           41,055            33,766
    Residential mortgage                             7,650             7,490             2,397            1,726             1,059
    Consumer                                         2,161             2,468             1,665              559               403
                                             --------------    --------------     -------------   --------------    --------------
        Total Kansas                               380,609           448,651           394,491          348,720           287,573

                                             --------------    --------------     -------------   --------------    --------------
TOTAL BOK FINANCIAL                           $ 12,679,970      $ 12,518,038       $ 12,295,755    $ 11,940,570      $ 11,677,676
                                             ==============    ==============     =============   ==============    ==============
</TABLE>

 DEPOSITS BY PRINCIPAL MARKET AREA - UNAUDITED
 BOK FINANCIAL CORPORATION
 (In thousands)
<TABLE>
                                                                             Quarter Ended
                                             -------------------------------------------------------------------------------------
                                              September 30,       June 30,          March 31,      December 31,      September 30,
                                                 2008              2008               2008            2007              2007
                                             --------------    --------------     -------------   --------------    --------------
Oklahoma:
<S>                                            <C>               <C>               <C>              <C>               <C>
    Demand                                     $ 1,681,325       $ 1,455,997       $ 1,464,258      $ 1,394,861       $ 1,155,820
    Interest-bearing:
       Transaction                               4,151,430         3,997,136         3,659,002        3,477,208         3,035,205
       Savings                                      86,900            90,100            88,141           80,467            83,139
       Time                                      3,036,297         2,672,401         2,230,110        2,426,822         2,725,992
                                             --------------    --------------     -------------   --------------    --------------
    Total interest-bearing                       7,274,627         6,759,637         5,977,253        5,984,497         5,844,336
                                             --------------    --------------     -------------   --------------    --------------
Total Oklahoma                                   8,955,952         8,215,634         7,441,511        7,379,358         7,000,156
                                             --------------    --------------     -------------   --------------    --------------

Texas:
    Demand                                         956,846         1,046,651           940,141        1,035,134           863,107
    Interest-bearing:
       Transaction                               1,543,974         1,713,131         1,708,424        1,753,843         1,713,347
       Savings                                      32,400            33,207            32,191           34,618            35,310
       Time                                        794,911           723,146           759,892          800,460           893,018
                                             --------------    --------------     -------------   --------------    --------------
    Total interest-bearing                       2,371,285         2,469,484         2,500,507        2,588,921         2,641,675
                                             --------------    --------------     -------------   --------------    --------------
Total Texas                                      3,328,131         3,516,135         3,440,648        3,624,055         3,504,782
                                             --------------    --------------     -------------   --------------    --------------

New Mexico:
    Demand                                         176,477           168,621           169,449          151,231           170,175
    Interest-bearing:
       Transaction                                 376,941           417,607           425,976          432,919           418,883
       Savings                                      16,316            16,432            16,141           15,146            16,437
       Time                                        475,560           445,505           455,861          486,868           512,497
                                             --------------    --------------     -------------   --------------    --------------
    Total interest-bearing                         868,817           879,544           897,978          934,933           947,817
                                             --------------    --------------     -------------   --------------    --------------
Total New Mexico                                 1,045,294         1,048,165         1,067,427        1,086,164         1,117,992
                                             --------------    --------------     -------------   --------------    --------------

Arkansas:
    Demand                                          23,565            21,142            20,493           13,247            14,492
    Interest-bearing:
       Transaction                                  19,146            24,524            22,091           19,027            18,134
       Savings                                         865               895               945              883               993
       Time                                         47,684            39,305            39,803           40,692            43,401
                                             --------------    --------------     -------------   --------------    --------------
    Total interest-bearing                          67,695            64,724            62,839           60,602            62,528
                                             --------------    --------------     -------------   --------------    --------------
Total Arkansas                                      91,260            85,866            83,332           73,849            77,020
                                             --------------    --------------     -------------   --------------    --------------

Colorado:
    Demand                                         115,677           109,697            99,584          117,939            98,914
    Interest-bearing:
       Transaction                                 440,888           507,260           529,771          446,427           375,468
       Savings                                      19,300            20,245            22,233           23,806            27,143
       Time                                        428,872           423,014           455,262          539,523           608,962
                                             --------------    --------------     -------------   --------------    --------------
    Total interest-bearing                         889,060           950,519         1,007,266        1,009,756         1,011,573
                                             --------------    --------------     -------------   --------------    --------------
Total Colorado                                   1,004,737         1,060,216         1,106,850        1,127,695         1,110,487
                                             --------------    --------------     -------------   --------------    --------------

Arizona:
    Demand                                          45,725            49,895            46,508           46,701            46,339
    Interest-bearing:
       Transaction                                  64,463            73,034            84,648           65,788            77,567
       Savings                                       1,033             1,233               878            1,435             1,269
       Time                                         14,433             6,364             8,395           11,603            13,314
                                             --------------    --------------     -------------   --------------    --------------
    Total interest-bearing                          79,929            80,631            93,921           78,826            92,150
                                             --------------    --------------     -------------   --------------    --------------
Total Arizona                                      125,654           130,526           140,429          125,527           138,489
                                             --------------    --------------     -------------   --------------    --------------

Kansas:
    Demand                                           5,548             7,157             6,580            9,656             8,302
    Interest-bearing:
       Transaction                                   9,780            10,342             8,754            8,304             2,716
       Savings                                          33                26                92               13                15
       Time                                         19,794            51,649            33,837           24,670            23,119
                                             --------------    --------------     -------------   --------------    --------------
    Total interest-bearing                          29,607            62,017            42,683           32,987            25,850
                                             --------------    --------------     -------------   --------------    --------------
Total Kansas                                        35,155            69,174            49,263           42,643            34,152
                                             --------------    --------------     -------------   --------------    --------------

TOTAL BOK FINANCIAL                           $ 14,586,183      $ 14,125,716       $ 13,329,460    $ 13,459,291      $ 12,983,078
                                             ==============    ==============     =============   ==============    ==============
</TABLE>

 NET INTEREST MARGIN TREND - UNAUDITED
 BOK FINANCIAL CORPORATION
<TABLE>
                                                                                   Quarter Ended
                                                -----------------------------------------------------------------------------------
                                                 September 30,       June 30,          March 31,     December 31,     September 30,
                                                    2008              2008               2008           2007             2007
                                                --------------    --------------     -------------  --------------   --------------
TAX-EQUIVALENT ASSETS YIELDS
<S>                                                 <C>               <C>               <C>             <C>              <C>
Trading securities                                  5.61%             6.88%             7.69%           6.62%            7.46%
Funds sold and resell agreements                    1.44%             1.97%             4.18%           5.95%            6.22%
Securities:
    Taxable                                         5.09%             5.08%             5.11%           4.86%            4.84%
    Tax-exempt                                      6.64%             6.46%             6.38%           7.19%            6.44%
                                                --------------    --------------     -------------  --------------   --------------
Total securities                                    5.15%             5.14%             5.17%           4.99%            4.95%
Total loans                                         5.69%             5.79%             6.59%           7.50%            7.88%
Less Allowance for loan losses                                        -                   -              -                -
                                                --------------    --------------     -------------  --------------   --------------
Total loans, net                                    5.77%             5.86%             6.66%           7.58%            7.96%
                                                --------------    --------------     -------------  --------------   --------------
Total tax-equivalent yield on earning assets        5.55%             5.61%             6.17%           6.70%            6.99%

COST OF INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
  Interest-bearing transaction                      1.72%             1.74%             2.71%           3.34%            3.59%
  Savings                                           0.37%             0.37%             0.61%           0.86%            0.81%
  Time                                              3.39%             3.77%             4.35%           4.68%            4.83%
                                                --------------    --------------     -------------  --------------   --------------
Total interest-bearing deposits                     2.39%             2.50%             3.33%           3.88%            4.10%
Funds purchased and repurchase agreements           1.98%             1.95%             3.11%           4.42%            4.95%
Other borrowings                                    2.56%             2.49%             3.51%           4.92%            5.31%
Subordinated debt                                   5.55%             5.88%             5.45%           5.69%            6.03%
                                                --------------    --------------     -------------  --------------   --------------
Total cost of interest-bearing liabilities          2.41%             2.47%             3.36%           4.10%            4.39%
                                                --------------    --------------     -------------  --------------   --------------
Tax-equivalent net interest revenue spread          3.14%             3.14%             2.81%           2.60%            2.60%
Effect of noninterest-bearing funding sources
   and other                                        0.34%             0.30%             0.50%           0.62%            0.67%
                                                --------------    --------------     -------------  --------------   --------------
Tax-equivalent net interest margin                  3.48%             3.44%             3.31%           3.22%            3.27%
                                                ==============    ==============     =============  ==============   ==============
</TABLE>

 CREDIT QUALITY INDICATORS
 BOK FINANCIAL CORPORATION
 (In thousands, except ratios)
<TABLE>
                                                                                  Quarter Ended
                                                -----------------------------------------------------------------------------------
                                                 September 30,       June 30,          March 31,     December 31,     September 30,
                                                    2008              2008               2008           2007             2007
                                                --------------    --------------     -------------  --------------   --------------

 Nonperforming assets:
   Nonaccruing loans (B):
<S>                                                 <C>                <C>               <C>             <C>              <C>
       Commercial                                   $ 105,757          $ 69,679          $ 41,966        $ 42,981         $ 21,168
       Commercial real estate                          78,235            60,456            40,399          25,319           11,355
       Residential mortgage                            27,075            17,861            15,960          15,272           11,469
       Consumer                                           758               611               812             718              705
                                                --------------    --------------     -------------  --------------   --------------
   Total nonaccruing loans                          $ 211,825         $ 148,607          $ 99,137        $ 84,290         $ 44,697
   Renegotiated loans (A)                              12,326            11,840            11,850          10,394           10,752
   Real estate and other repossessed assets            28,088            21,025            15,112           9,475           10,627
                                                --------------    --------------     -------------  --------------   --------------
       Total nonperforming assets                   $ 252,239         $ 181,472         $ 126,099       $ 104,159         $ 66,076
                                                ==============    ==============     =============  ==============   ==============

 Nonaccruing loans by principal market (B):
    Oklahoma                                         $ 87,885          $ 57,155          $ 52,211        $ 47,977         $ 24,628
    Texas                                              29,141            20,860             8,157           4,983            4,921
    New Mexico                                         12,293             9,838             7,497          11,118            6,542
    Arkansas                                            3,386             2,924             2,866           1,635              843
    Colorado                                           20,980            23,812             8,101           9,222            5,688
    Arizona                                            54,832            33,482            18,811           9,355            2,075
    Kansas                                              3,308               536             1,494               -                -
                                                --------------    --------------     -------------  --------------   --------------
       Total nonaccruing loans                      $ 211,825         $ 148,607          $ 99,137        $ 84,290         $ 44,697
                                                ==============    ==============     =============  ==============   ==============
                                                            -                 -                 -               -                -
 Nonaccruing loans by loan portfolio sector (B):
 Commercial:
    Energy                                           $ 49,839          $ 12,342             $ 475           $ 529            $ 536
    Manufacturing                                       6,479             6,731             9,274           9,915            8,858
    Wholesale / retail                                  7,806             3,735             3,868           3,792            3,850
    Agriculture                                           755               811             1,848             380              540
    Services                                           26,581            30,080            23,849          25,468            5,987
    Healthcare                                          3,300             3,791             2,079           2,301              963
    Other                                              10,997            12,189               573             596              434
                                                --------------    --------------     -------------  --------------   --------------
       Total commercial                               105,757            69,679            41,966          42,981           21,168
 Commercial real estate:
    Land development and construction                  53,624            45,291            29,439          13,466            7,289
    Retail                                             13,011             7,591             5,258           5,259                -
    Office                                              3,022             3,304             1,985           1,013            1,045
    Multifamily                                           896               896             1,906           3,998            1,238
    Industrial                                            390               396                 -               -                -
     Other commercial real estate                       7,292             2,978             1,811           1,583            1,783
                                                --------------    --------------     -------------  --------------   --------------
       Total commercial real estate                    78,235            60,456            40,399          25,319           11,355
 Residential mortgage:
    Permanent mortgage                                 26,401            17,039            15,135          14,541           10,604
    Home equity                                           674               822               825             731              865
                                                --------------    --------------     -------------  --------------   --------------
       Total residential mortgage                      27,075            17,861            15,960          15,272           11,469
 Consumer                                                 758               611               812             718              705
                                                --------------    --------------     -------------  --------------   --------------
       Total nonaccruing loans                      $ 211,825         $ 148,607          $ 99,137        $ 84,290         $ 44,697
                                                ==============    ==============     =============  ==============   ==============
                                                            -                 -                 -               -                -
 Performing loans 90 days past due                   $ 20,213          $ 10,683          $ 11,266         $ 5,575          $ 3,986

 Gross charge-offs                                   $ 33,926          $ 41,526          $ 11,078         $ 8,930          $ 7,489
 Recoveries                                            13,712             2,535             2,221           1,584            2,620
                                                --------------    --------------     -------------  --------------   --------------
 Net charge-offs                                     $ 20,214          $ 38,991           $ 8,857         $ 7,346          $ 4,869
                                                ==============    ==============     =============  ==============   ==============

 Provision for credit losses                         $ 52,711          $ 59,310          $ 17,571        $ 13,200          $ 7,201

 Reserve for loan losses to period end loans            1.47%             1.23%             1.11%           1.06%            1.04%
 Combined reserves for credit losses to period
     end loans                                          1.65%             1.41%             1.27%           1.24%            1.21%
 Nonperforming assets to period end loans
     and repossessed assets                             1.98%             1.45%             1.02%           0.87%            0.57%
 Net charge-offs (annualized) to average loans          0.64%             1.26%             0.29%           0.25%            0.17%
 Reserve for loan losses to nonaccruing loans          88.05%           103.64%           137.77%         150.29%          272.80%
 Combined reserves for credit losses to nonaccruing
     loans                                             98.69%           118.81%           157.60%         175.03%          316.97%

 (A) includes residential mortgage loans guaranteed  $ 9,604           $ 8,638           $ 8,386         $ 7,550          $ 7,083
        by agencies of the U.S. government.  These
        loans have been modified to extend payment
        terms and/or reduce interest rates to current
        market.
 (B) includes loans subject to First United Bank
        sellers escrow                              $ 13,262          $ 11,973           $ 8,101         $ 8,412          $ 4,677
</TABLE>






</TEXT>
</DOCUMENT>
</SUBMISSION>
