June 26, 2006

Securities and Exchange Commission
Division of Corporation Finance
Mr. Amit Pande
Assistant Chief Accountant
Washington, D.C. 20549

         Re:     Comment Letter of Securities and Exchange Commission
                 BOK Financial Corporation
                 Form 10-K for Fiscal Year Ended December 31, 2005
                 Forms 10-Q for Quarter Ended March 31, 2006
                 File No. 000-19341

Dear Mr. Pande:

     In your letter dated June 15, 2006 (the "Comment  Letter") you provided BOK
Financial Corporation (the "Company") with the following comment:

Form 10-K/A for the year ended December 31, 2005, filed June 8, 2006
Item 8

1. We note that in response to your comment issued on May 25, 2006, you filed a
Form 10-K/A with revised reports of your independent accountant's on your
consolidated financial statements and effectiveness of internal control over
financial reporting filed as Exhibits (a) and (b). Please revise to include the
complete text of Item 8 in an amended Form 10K/A as required by Rule 12b-15 of
the Exchange Act Rules or advise us.

     In response,  we have amended Item 8 and filed the entire  Annual report as
an exhibit with the corrected date in the auditor's opinion.

Certifications

2. Please revise to include new certifications by each of your principal
executive and principal financial officer in an amended Form 10/KA.

     In response, we have included new certifications.

In addition to providing the above response, the Company hereby acknowledges the
following:

         i) the Company is responsible for the adequacy and accuracy of the
         disclosure in the filing;

         ii) staff comments or changes to disclosure in response to staff
         comments do not foreclose the Commission from taking any action with
         respect to the filing; and

         iii) the Company may not assert staff comments as a defense in any
         proceeding initiated by the Commission or any person under the federal
         securities laws of the United States.

     If you have any further comments,  or need additional  information,  please
contact myself at the contacts provided above or Tamara Wagman,  counsel for the
Company, at (918) 583-9958. Thank you.


                                   Sincerely,

                                   /s/ Steven E. Nell

                                   Steven E. Nell
                                   Executive Vice President and
                                   Chief Financial Officer