[Frederic Dorwart, Lawyers Letterhead]



By U.S. Mail and filed on EDGAR

Mr. Christian N. Windsor, Special Counsel
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549

         Re:  BOK Financial Corporation
                 Definitive 14A
                 Filed March 21, 2007
                 File No. 00-19341

Dear Mr. Windsor:

         The purpose of this letter is to respond to the comments raised in your
letter to BOK Financial Corporation (the "Corporation") dated August 21, 2007.
Thank you for your feedback. Your comments and our responses are provided below.

         The Corporation acknowledges that (1) the Corporation is responsible
for the adequacy and accuracy of the disclosure in its filing; (2) 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 (3) the
Corporation 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.

         All responses which reference specific proxy language would be updated
or completed in the 2008 proxy statement to reflect 2007 compensation numbers
and practices. Corporation responses are in bold.

Compensation of Directors, page 10

1.   Disclose all assumptions made in the valuation of awards in the stock and
     option awards columns of the table by reference to a discussion of those
     assumptions in your financial statements, footnotes to the financial
     statements, or discussion in management's discussion and analysis. See
     Instruction to Regulation S-K Item 402(k), which refers to Instruction 1 to
     Item 402(c)(2)(v) and (vi).

     The Company does not grant stock options to its directors.

     The Company issues annual compensation to its directors with a value of
     $7,500 in the form of company stock. The annual retainer is paid to
     directors on a quarterly basis. As stated in the first paragraph of the
     proxy on page 9 under "Compensation of Directors", stock is issued to each
     director on or before the 15th day following the end of the each calendar
     quarter during which such director served as a member of the board. The
     issuance price, which is used to determine the number of shares each
     director is to receive for their $1,885 quarterly payment, is the average
     of the mid-points between the highest price and the lowest price at which
     trades occurred on NASDAQ on the five trading days immediately preceding
     the end of the calendar quarter.

     Except for the formula for determining price as stated in the Director
     Compensation Plan which has already been disclosed, no assumptions are made
     regarding the price, however, BOK Financial intends to comply with comment
     one by disclosing in a footnote to the director compensation table, the
     grant price for each quarterly grant of stock that was issued to directors.

2.   For each director, disclose by footnote to the stock and option awards
     columns of the director compensation table the grant date fair value of
     each equity award computed in accordance with FAS 123R. See Instruction to
     Regulation S-K Item 402(k)(2)(iii) and (iv).

     Please see the Company's explanation to comment 1 above. BOK Financial
     intends to comply with comment two by disclosing in a footnote to the
     director compensation table, the grant price for each quarterly grant of
     stock that was issued to directors.

3.   Disclose the aggregate number of stock awards and the aggregate number of
     option awards outstanding at fiscal year end held by each of those
     directors. Please refer to the Instruction to Item 402(k)(2)(iii) and (iv).

     The Company does not issue stock option awards to its directors.

     Because stock issued pursuant to the Director Compensation plan has no
     performance, forfeiture or other requirements that would make it any
     different from stock that a director would, for example, purchase on the
     open market, the Company does not require its directors to keep a separate
     accounting of director compensation stock. Because there is no separate
     accounting of director compensation stock, the Company intends to comply
     with comment 3 by referencing total company stock ownership found in the
     table labeled "Security Ownership of Certain Beneficial Owners and
     Management".

Director Independence, page 10

4.   Revise this section to disclose the identity of the directors who were
     determined to be independent, and the standards used to determine
     independence. Furthermore, please discuss whether the Board or a
     subcommittee makes the decision whether an individual director can be
     considered independent under your independence standards. Please refer to
     Item 407(a) of Regulation S-K.

     As disclosed under "Director Independence", the board of directors has
     determined that the Company is a "controlled company" as defined in Rule
     4350(c)(5) of the listing standards of the National Association of
     Securities Dealers, Inc. based on Mr. Kaiser's beneficial ownership of
     approximately 66.1% of the Company. As such, the Company is exempt from the
     NASD requirement of having an independent board of directors and does not
     perform a formal independence review of all its board members. Instruction
     to Item 407(a) states that if the registration relies on an exemption, it
     should so state in its proxy statement.

     However, the Company intends to comply with comment four by identifying the
     Risk Oversight and Audit Committee members who are required to be
     independent by NASD regulation and the Compensation Committee Members who
     are required to be independent pursuant to certain tax regulations. The
     Company will further disclose the standards used for determining these
     committees' independence and whether the board or a subcommittee makes the
     independence determination.

Independent Compensation Committee, page 11

5.   You disclose that independent consultants develop some of the data that the
     Committee considered in making compensation decisions for the named
     executives. Revise this section, or another appropriate section of the
     proxy, to identify the compensation consultant and to discuss whether the
     Committee or another part of BOK or its management engages the consultant
     and to discuss materials portions of the engagement or instructions
     provided to the consultant. Please refer to Item 407(e)(3)(iii) or
     Regulation S-K.

     The Company intends to comply with comment five by disclosing that Towers
     Perrin is given the defined peer group identified in the proxy statement by
     the Company and asked to provide peer average salaries, target annual
     incentive (as a percentage of base salary) and target long-term incentive
     (as a percentage of base salary) to be used by the Company's management and
     Compensation Committee to analyze compensation.

Compensation Discussion and Analysis, page 16

6.   Revise your disclosure to provide a quantitative discussion of the terms of
     the necessary targets or performance objectives to be achieved in order for
     your executive  officers to earn their incentive  compensation  for 2006 or
     2007.  Disclose the specific  items of company  performance,  such as those
     relating to earnings per share, return on average shareholders' equity, and
     other  operational  and  strategic  objectives,  or provide a  supplemental
     analysis  as  to  why  it  is  appropriate  to  omit  these  targets  under
     Instruction 4 to Item 402(b).  Please note that qualitative goals generally
     need to be presented to conform to the requirements of 402(b)(2)(v). To the
     extent that it is appropriate to omit specific targets,  provide disclosure
     pursuant  Instruction 4 to Item 402(b) or Regulation S-K. In discussing how
     difficult  it will be for the  executive  or how  likely it will be for the
     registrant to achieve the target levels or other  factors,  provide as much
     detail as necessary without  providing  information that poses a reasonable
     risk of competitive harm.

     On page 19  under  "Components  of  Executive  Compensation",  the  Company
disclosed that the target annual incentive is 50% of annual salary for the named
executives,  except for the CEO whose annual  incentive  target is 75% of annual
salary.  It further  disclosed that annual  incentive is based 60% on Net Direct
Contribution and 40% on EPS Growth for all named executives,  except for the CFO
and CEO whose annual incentive is based 100% on EPS Growth.

     The Company  further  disclosed  on page 20 that that  long-term  incentive
target is 100% of salary for the named executives and 160% for the CEO and based
solely on EPS  Growth.  Page 20 also  includes  grids  which show the  incentive
payouts for annual and long term incentive based on actual performance achieved,
detailing  the effect of exceeding or under  performing  on annual and long term
incentive payments.

     The  Company   intends  to  expand  to  its   definition   of  "Net  Direct
Contribution"  under  "Factors  Used  for  Establishing  Executive  Compensation
Levels" to further explain the components of Net Direct Contribution as follows:

                  Net Direct Contribution is a mathematical calculation which is
         designed to compare the actual financial contribution of a business
         unit to its planned performance. Net Direct Contribution is determined,
         generally, by calculating the net operating income of a business unit
         and subtracting loan charge offs and activity charges. Activity charges
         typically include information technology, accounting and other
         back-office services provided by one business unit to another.

                  Prior to the beginning of the new fiscal year, the CEO asks
         executives to develop business plans which include anticipated expenses
         and targeted revenue for their respective areas of responsibility (the
         "Net Direct Contribution Plans"). The CEO and CFO, in concert with the
         responsible executive, review and modify the Net Direct Contribution
         Plans. The CEO and CFO then aggregate the Net Direct Contribution Plans
         to develop an overall Company-wide budget and plan (the "Annual Plan").
         The Annual Plan is presented to the Company board of directors for
         review and comment.

                  For Mr. Bradshaw, Net Direct Contribution is linked to the
         financial performance of the Consumer Banking, Mortgage Banking and
         Wealth Management Groups. For Mr. Ellinor, Net Direct Contribution is
         linked to the financial performance of commercial banking in Oklahoma,
         Kansas and Arkansas. For Mr. Pickryl, the Net Direct Contribution is
         linked to the financial performance of the regional banking group which
         consists primarily of commercial banking activities in Texas, New
         Mexico, Colorado and Arizona.

         The Company intends to further comply with comment six by further
expanding it's "Components of Executive Compensation" section to provide
disclosure stating after the "Annual Incentive Grid" that:

                  The EPS Growth target for its named executives is 100%
         attained if the Company's EPS Growth is equal to the median of the peer
         group earnings per share growth for a trailing two-year period
         determined as the of the end of the year in respect to which the annual
         incentive is to be paid. In 2006, the trailing two year EPS Growth of
         BOKF was 8.50%, compared to the median trailing two year EPS Growth of
         the peer banks identified herein of 5.41%. As a result, named executive
         officers attained 157 % of their goal EPS Growth goal for 2006. Because
         Company EPS growth compared to peer EPS growth exceeded the maximum
         performance target of 120%, each named executive officer earned the
         maximum annual incentive payment of 200%.

                  The Net Direct Contribution target for the three named
         executives (other than the CEO and CFO whose annual incentive is based
         solely on EPS Growth), is 100% of the planned Net Direct Contribution
         for such executive's respective area of responsibility. The Company
         believes the Net Direct Contribution targets are substantial and
         meaningful, with no assurance of their being attained. For 2006, the
         named executives attained their Net Direct Contribution targets as
         follows: Mr. Bradshaw attained 104.93%, Mr. Ellinor attained 103.46%
         and Mr. Pickryl attained 105.99%. The results of Net Direct
         Contribution performance results equate to an annual incentive payment
         of approximately 105% of target for Mr. Bradshaw, 103% of target for
         Mr. Ellinor and 106% for Mr. Pickryl.

     The disclosure will not include individual Net Direct Contribution numbers
     or details of their components as disclosing these detailed and specific
     company goals would pose a reasonable risk of competitive harm.

7.   You disclose that the Committee considers the individual performance of the
     named  executive  officers a  significant  factor in  setting  compensation
     amounts.  Revise  your  disclosure  to  provide  additional  detail  and an
     analysis  of  how  individual   performance   contributed  to  actual  2006
     compensation for the named executive  officers.  For example,  disclose the
     elements of individual performance,  both quantitative and qualitative, and
     specific   contributions  the  compensation  committee  considered  in  its
     evaluation,  and if  applicable,  how they were  weighted and factored into
     specific  compensation  decisions.  Also,  please expand your discussion of
     direct  contribution to discuss how this measurement is determined for each
     of the named executives and the impact of the executive's  performance with
     regard to this measurement upon their compensation. See Item 204(b)(2)(vii)
     of Regulation S-K.

     Individual performance is considered for three different elements of
     executive compensation: Salary, Net Direct Contributions and potential
     downward adjustments to annual and long term incentives.

     Salary - On page 20 under Components of Executive Compensation, Salary, the
     Company disclosed that adjustments may be made to annual salary in light of
     "changes in executives' roles and responsibilities, value added to the
     company, individual performance, experience, evaluation of peer data and
     overall success of the company." In 2006, no material adjustments were made
     to any named executives' salary and so there was nothing in particular to
     discuss regarding the committees evaluation of base salary. In subsequent
     years, to the extent salary is adjusted based on specific, individual
     performance criteria, or because of a material change in peer group, the
     Company intends to comply with comment seven by disclosing the Committee's
     analysis and reason for material adjustments to any one, or all of, the
     named executives' base salaries.

     Net Direct Contribution - Net Direct Contribution is a mathematical
     calculation designed to compare the actual financial contribution of a
     business unit to its planned performance. While Net Direct Contribution is
     individualized in that it is based upon an executive officer's particular
     area of responsibility, there is no qualitative analysis that is considered
     in determining Net Direct Contribution. The Company intends to comply with
     comment seven as to the quantitative analysis though its additions as
     described in comment six above.

     Downward Adjustment of Annual and Long Term Compensation - On page 21 prior
     to "Thrift Plan" the Company discloses that "Up to fifty percent of the
     annual incentive compensation and fifty percent of the long-term
     compensation may be adjusted downward in the discretion of the Committee.
     The CEO recommends downward adjustments based on failure of named
     executives to attain individually assigned goals." The Company intends to
     comply with comment seven by adding the following to this paragraph:

              The CEO establishes these individually assigned goals at the
              beginning of the year and reviews them with each named executive
              on a quarterly basis. The goals are related to specific business
              objectives in each individual executives' area of responsibility.
              In 2006, there were no material adjustments made to any of the
              individual goals and the CEO did not recommend downward
              adjustments for any of the named executives. Neither the CEO nor
              the Committee has the authority to adjust the annual and long-term
              incentive target payments upwards once they have been established
              at the beginning of the year.

     The disclosure will not include individual executives' business objectives
     as disclosing these detailed and specific company goals would pose a
     reasonable risk of competitive harm.

8.   The Compensation Discussion and Analysis should be sufficiently precise to
     capture material differences in compensation policies with respect to
     individual named executive officers. Refer to Section II.B.1 of Commission
     Release No. 33-8732A. For example, Mr. Lybarger's compensation is much
     larger than the amounts paid to the other named executives. Revise your
     disclosure to provide a more detailed discussion of how and why the
     Committee chose to award compensation to your highest-paid named executive
     officers that differs from that of the Chief Executive Officer. If policies
     or decisions relating to a named executive officer are materially different
     than the other officers, this should be discussed on an individualized
     basis.

     On page 19, the Company disclosed that Mr. Lybarger's annual incentive
     target was 75% of annual salary compared with 50% of annual salary for
     other named executives. On page 20, the Company disclosed that Mr.
     Lybarger's long- term incentive target was 160% compared with 100% for the
     other named executives. The Company further disclosed under "Salary" that
     "The Compensation Committee has historically sought to align executive
     compensation with peer group average for related executive roles and
     experience" which would imply that the top executive who served longer than
     other executives, would receive the highest base salary.

     All of  these  disclosed  factors  lead  to  Mr.  Lybarger  receiving  more
     compensation than the other executive officers.

     The Company would comply with comment 8 by additionally disclosing that:

               The Committee established higher annual incentive target and
              long-term incentive targets for Mr. Lybarger than for other named
              executives after reviewing peer data which reflected combined
              higher annual and long-term incentive compensation targets for
              CEOs compared to other named executives. Combined annual and
              long-term incentive targets for all named executives, including
              the CEO, are generally set to reflect the median of the BOKF Peer
              Group.

     Additionally, the Company disclosed in footnotes (3) and (5) to the Summary
     Compensation Table that Mr. Lybarger's compensation numbers and
     calculations varied from those of other named executive officers. Footnote
     (3) describes that due to his election to defer his receipt of his stock
     options, FAS 123(R) requires that deferred options become a liability
     award. And, unlike non-deferred stock options which are fixed at the grant
     date value, liability awards increase in value in direct relation to
     changes in the price of Company stock. Because Company stock was performing
     strongly during 2006, compensation expense related to Mr. Lybarger's
     deferred options were valued at a higher rate than those officers who did
     not have the ability to defer stock options.

     Also, because of the value of his pension benefit, which reflects 33 years
     of service, and the fact Mr. Lybarger has elected to defer more payments
     than other named executives, column (h) is much larger for Mr. Lybarger
     than the other named executives. Executives who did not have the ability to
     defer income or who chose not to defer income are not required to disclose
     investment income on the Summary Compensation Table.

     While all this information is disclosed in the tables and the footnotes,
     the Company intends to provide additional narrative explanation of these
     differences in the introduction to the Summary Compensation Table.


Long Term Incentive Compensation, page 20

9.   Revise  this  section  to  discuss  in  greater  detail  how the  Committee
     evaluates performance under your long term compensation program and how the
     Committee calculates the size of compensation  awards. For example,  please
     discuss  how  the  Committee   makes   adjustments,   particularly   upward
     adjustments,  in the event  that  performance  exceeds  the  targets.  Your
     disclosure  appears to indicate that the Committee makes the  determination
     on the  size of  awards  prior to  determining  performance.  Also,  please
     discuss in greater detail the manner in which the Committee uses peer group
     data and clarify  whether this peer group is the same as the one  discussed
     on page 18. If the peer group is  different  than the one used to determine
     whether your executive  compensation  is  competitive,  please disclose the
     components of this peer group and how it was selected. Please refer to Item
     402(b)(1)(v) and Item 402(b)(2)(xiv) of Regulation S-K.

     As disclosed on page 20 under "Long-term Incentive":

1)       Long-term incentive is based solely on EPS Growth;
2)       EPS Growth for long-term incentive is measured by comparing the earning
         per share growth of the median of a peer group of banks for the
         trailing three-year period determined at the end of the three-year
         performance period,
3)       The target long-term incentive compensation is 100% of the annual
         salary for all named executives except for the CEO whose
         target is 160% of the annual salary,
4)       The executive earns long-term incentive based on a matrix pursuant to
         which 25% of the targeted long-term incentive compensation is earned if
         the goal less five percentage points is met, 100% of the targeted
         long-term incentive is earned if 100% of the goal is met and 150% of
         the targeted long-term compensation is earned if the goal plus five
         percentage points is met.
5)       This disclosure is then followed by a matrix to reinforce understanding
         through illustration.

Though we believe the above explains the long-term incentive compensation, the
Company will add the following disclosure in narrative form:

         The goal is equal to the median EPS Growth of the BOKF Peer Bank for
         the trailing three-year period determined at the end of the three-year
         performance period. In 2006, the trailing three year EPS Growth of the
         Company was 9.91% compared to the average trailing three year EPS
         Growth of the Peer Bank Group of 7.64%. This resulted in an earned
         long-term incentive award of approximately 123% of base for each named
         executive officer.

Peer group data is used for EPS Growth comparison and generally to establish
long-term incentive compensation targets as described in comment eight above.
The Company will make the peer group a defined term so that it is clear through
out the proxy that the peer group is the same for all comparisons.

The Compensation Committee does not do a qualitative analysis to determine
long-term compensation. Long term compensation is completely based upon a
mathematical calculation of EPS Growth of the Company compared to peers. The
Compensation Committee simply verifies that the EPS Growth calculation was
performed correctly and applies it to the matrix established in the BOKF
Executive Incentive Plan and disclosed in the proxy. There is no ability to make
upward adjustments.

Downward adjustments may be made up to 50% of the award. The parameters of this
downward adjust are disclosed in the proxy on page 21 and will be modified as
stated in response to comment seven above.

10.  You disclose that the Committee can make downward adjustments to both
     annual incentive and long-term incentive compensation. Revise to discuss
     whether the Committee has used this authority in adjusting the awards
     reported in the Summary Compensation Table, or the other compensation
     tables, and discuss the factors considered for any such adjustments. Please
     refer to Item 402(b)(2)(vi) of Regulation S-K.

Please see Company response to comment seven above.

11.  Please discuss the material differences between the structure of the Stock
     Options and the Restricted Stock Awards, including different performance
     requirements for vesting for the two awards. Please refer to Item
     402(b)(1)(v) of Regulation S-K.

     As described on page 21 of the proxy, stock options vest in seven equal
     tranches over a seven year period and performance shares vest only on the
     fifth anniversary of the last day of the year for which the performance
     shares are issued and must be held for three years after vesting unless
     company stock ownership guidelines are otherwise met. The options expire
     three years after vesting as described in footnote (2) to the Grants of
     Plan Based Awards table. Stock options must be exercised by payment of the
     exercise price. Stock awards require no additional payment on the part of
     the executive.

     Both the number of stock options and performance shares awarded pursuant to
     the BOKF Executive Incentive Plan are subject to adjustment based on EPS
     Growth over a three year performance period described in footnotes (2) and
     (3) to the Grants of Plan Based Awards table and on page 20 under Long-term
     Incentive. Other than the EPS Growth performance criteria, there are no
     other performance criteria for either the stock or the stock options.

12.  We note that the Committee considers information from the Peer Group with
     regard to compensation and compensation targets. Please revise this section
     to discuss how the Committee uses the peer group information in setting
     compensation amounts and targets, including whether the company benchmarks
     individual compensation amounts or total compensation amounts based upon
     peer practices. If the Committee attempts to target total compensation or
     any element to compensation to have a specific relationship to amounts paid
     by the peer group, please disclose those targets. Also, discuss the amounts
     ultimately paid in those elements of compensation compared to the targeted
     relationship to amounts that peer companies paid their executives. To the
     extent that actual compensation was different than the targeted
     relationship, please provide analysis as to the reasons for the divergence
     from the target compensation amounts.

     In addition to peer group data discussed in Company responses to comments
     8, 9 and 16 herein, the Company will add the following discussion about
     Peer Group data for 2007.

         In 2007, the BOKF Peer Group had an average:

         Short term incentive payment of ___% of base salary for named
         executives other than the CEO, which as __% of base salary;

         Long term incentive payments of ___% of annual salary for named
         executives other than the CEO which was ____% of annual salary; and

         Combined short and long term incentive payments of ____% of base salary
         for named executives other than the CEO, which was ___% of base salary.

         In 2007, the Company had an average:

         Short term incentive (i.e. annual incentive) payment of ___% of base
         salary for named executives other than the CEO, which as __% of
         base salary;

         Long term incentive payments of ___% of annual salary for named
         executives other than the CEO which was ____% of annual salary; and

         Combined short and long term incentive payments of ____% of base salary
         for named executives other than the CEO, which was ___% of base salary.

     The Company will then discuss that it uses this information as a guide, but
     does not attempt to exactly replicate the peer average. The Company will
     also discuss any material deviations from the peer average and the reasons
     for them.

Summary compensation Table and Grant of Plan Based Awards Table

13.  Revise the disclosure accompanying these tables to include the narrative
     discussion contemplated by Item 420(3) of Regulation S-K. This discussion
     would permit you to discuss significant changes in the reported
     compensation or awards, including the impact of the 2001 Option Plan.

     There were no significant changes in the reported compensation or awards;
     however, the Company will comply with comment thirteen by further
     elaborating on the compensation expense recognition of deferred stock
     options and other matters discussed in comment 8 above.

     The  Company  will  further  discuss  the impact of the 2001 Option Plan in
     footnote 4 to the table. The impact is not material.

Outstanding Equity Awards at Fiscal Year End, page 28

14.  Revise the footnotes to this table to identify the vesting requirements for
     the options and stock awards mentioned in the table. Please refer to
     Instruction 2 to Item 402(f)(2) of Regulation S-K.

     The Company will comply with comment fourteen by replicating footnotes (2),
     (3) and (4) of the Grants of Plan-Based Awards Table in the Outstanding
     Equity Awards for Fiscal Year-End Table and properly footnoting awards.

Nonqualified Deferred Compensation, page 36

15.  Revise to disclose in a footnote the extent to which the Summary
     Compensation Table reflects amounts reported in this table. Please refer to
     the Instruction to Item 402(i)(2) of Regulation S-K.

     The Company will comply with comment fifteen by providing a footnote to the
     Nonqualified Deferred Compensation table that reflects the amount of
     deferred compensation reflected in the Summary Compensation table.

Potential Payments Upon Termination, page 37

16.  Your executives are party to a number of termination and change in control
     arrangements which have various triggering scenarios. Revise your
     Compensation Discussion and Analysis to disclose how the Committee
     determined the appropriate payment and benefit levels under these
     post-employment plans and the various circumstances that trigger payments
     or provision of benefits under the employment and severance agreements and
     change of control agreements. See paragraphs (b)(1)(v) and (j)(3) of Item
     402 of Regulation S-K. Also discuss how these arrangements fit into your
     overall compensation objectives and affect the decisions you made regarding
     other compensation elements and the rationale for decisions made in
     connection with these arrangements.

     The circumstances that trigger payments or provisions of benefits upon
     termination or change in control are described for each of the named
     executives on pages 37-39 under "Potential Payments Upon Termination".

     The Company will comply with comment sixteen by revising the Compensation
     Discussion and Analysis to disclose how the appropriate payment and benefit
     levels were determined and the various circumstances that trigger payments
     or provision of benefits. The Company will also disclose how these
     arrangements fit into its Company's overall compensation objectives and
     affect the decisions the Company makes regarding other compensation
     elements and the rationale for the decisions made in connection with these
     arrangements.

Certain Transactions, page 40

17.  To the extent that you are relying upon Instruction 4 to Item 404(a) to
     report loans made to officers and directors or other related parties that
     exceed the threshold amounts, please provide the full representations
     required the Instruction. In particular, please clarify that the loans were
     made on the same terms, including interest rates, as those available to
     other persons not related to the lender. Please refer to Instruction
     4(c)(ii) to Item 404(a) of Regulation S-K.

     The Company will comply with comment seventeen by stating exactly that "the
     loans were made on the same terms, including interest rates, as those
     available to other persons not related to the lender."

     If you have any questions regarding the foregoing responses or if we may be
of any further assistance, please do not hesitate to call me at (918) 583-9958.



                                                     Very truly yours,

                                                     /s/  Tamara R. Wagman

                                                     Tamara R. Wagman,
                                                     Assistant General Counsel



cc:  Stanley A. Lybarger,
     Chief Executive Officer
     BOK Financial Corporation