S-8

As filed with the Securities and Exchange Commission on November 9, 2007
Amendment No. 2 to Registration Statement No. 333-92143 filed December 6, 1999
Amendment No. 1 thereto on Registration Statement No. 333-120685 filed November 23, 2004

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

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SOUTHWEST BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)


Oklahoma (State or Other Jurisdiction of Incorporation or Organization)		73-1136584 (IRS Employer I.D. Number)

SOUTHWEST BANCORP, INC. 1999 OPTION PLAN

(Full Title of Plan)

Rick J. Green
President and Chief Executive Officer
Southwest Bancorp, Inc.
608 South Main Street
Stillwater, Oklahoma 74074
(405)-372-2230
(Name, Address, and Telephone Number of Agent for Service)

Copy to:
James I. Lundy, III, Esquire
Attorney at Law
1700 Pennsylvania Avenue
Suite 400
Washington, DC 20006

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Title of Securities to be

Amount to be

Offering per

Aggregate Offering

Amount of

Registered

Registered(1)

Share(2)

Price(2)

Registration Fee

Common Stock, $1.00 par value

200,000

17.19

3,438,000

105.55


(1)		This registration statement is filed to register 200,000 additional shares of common stock under the registrant’s 1999 Stock Option Plan as approved by shareholders on April 26, 2007. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
(2)		Based upon the average of the high and low prices of the Common Stock reported in the consolidated reporting system on November 7, 2007, in accordance with Rule 457(c) under the Securities Act of 1933, as amended (the “Securities Act”), solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

INTRODUCTORY STATEMENT

This registration statement is filed for the purpose of registering 200,000 additional shares of common stock, $1.00 par value per share, (“Common Stock”) of Southwest Bancorp, Inc. (the “Company”) pursuant to the Southwest Bancorp 1999 Stock Option Plan, as amended (the “Plan”) along with an indeterminate amount of interests under the Plan. Registration Statement No. 333-92143 and Registration Statement 333-120685, representing Amendment No. 1 thereto, each has become effective with respect to the Plan. The contents of such registration statements are incorporated herein by reference pursuant to General Instruction E to Form S-8. This Registration Statement also constitutes Post Effective Amendment No. 2 to such registration statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following documents filed by the Company with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement:


	(1)		Annual Report on Form 10-K for the year ended December 31, 2006;

	(2)		Quarterly Report on Form 10-Q for the quarter ended March 31, 2007;

	(3)		Quarterly Report on Form 10-Q for the quarter ended June 30, 2007;

	(4)		Quarterly Report on Form 10-Q for the quarter ended September 30, 2007;

	(5)		Current Report on Form 8-K filed January 3, 2007;

	(6)		Current Report on Form 8-K filed January 29, 2007;

	(7)		Current Report on Form 8-K filed January 31, 2007;

	(8)		Current Report on Form 8-K filed February 6, 2007;

	(9)		Current Report on Form 8-K filed February 26, 2007;

	(10)		Current Report on Form 8-K filed March 28, 2007;

	(11)		Current Report on Form 8-K filed April 9,2007;

	(12)		Current Report on Form 8-K filed April 25, 2007;

	(13)		Current Report on Form 8-K filed May 9, 2007;

	(14)		Current Report on Form 8-K filed May 21, 2007;

	(15)		Current Report on Form 8-K filed June 29, 2007;

	(16)		Current Report on Form 8-K filed July 19, 2007;

	(17)		Current Report on Form 8-K filed July 30, 2007;

	(18)		Current Report on Form 8-K filed October 18, 2007;

	(19)		The description of common stock contained in Item 5 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 1999; and

	(20)		All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act by the Company since the end of the year covered in its Annual Report referred to in (1) above.

All documents filed by Southwest Bancorp, Inc. pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date hereof, and prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereby shall have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities