8-K

                              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): April 16, 2004
                                                 ---------------

                             Southwest Bancorp, Inc.
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             (Exact name of registrant as specified in its charter)


          Oklahoma                     0-23064                73-1136584
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(State or other jurisdiction       (Commission file          (IRS Employer
     of incorporation)                 number)            Identification Number)


               608 South Main Street, Stillwater, Oklahoma 74074
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              (Address of Principal Executive Offices) (Zip Code)


Registrant's telephone number, including area code:  (405) 372-2230
                                                     --------------




Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits. Exhibit 99--Letter dated April 16, 2004

Item 5. Other Events and Required Regulation FD Disclosure.
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         Southwest's letter dated April 16 2004, included as Exhibit 99
regarding the commitment of Rick Green, President and Chief Executive Officer of
the Registrant, to propose certain changes to the Registrant's 1999 Stock Option
Plan, is filed under Item 5 of this Form 8-K. Southwest Bancorp, Inc.

                                   Signatures

         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.

                                        Southwest Bancorp, Inc.

                                        By /s/ Rick Green
                                           ------------------------
                                           Rick Green
                                           President and Chief Executive Officer

Dated: April 16, 2004

EX-99

                                                                      EXHIBIT 99

                                 April 16, 2004

FMR Corp
82 Devonshire Street
Boston, MA 02109

Attention. Mr. Ed Corrao

Re:   Southwest Bancorp, Inc. 2004 Annual Meeting of Shareholders
      Vote with respect to amendment of the 1999 Stock Option Plan

To Whom It May Concern:

         I am writing this in response to the discussions between Mr. Corrao and
James I. Lundy, III of the firm of Kennedy, Baris & Lundy, special counsel to
Southwest Bancorp, Inc., and Kerby E. Crowell, Southwest's Executive Vice
President, Chief Financial Officer and Secretary regarding FMR Corp's guidelines
for voting in favor of company stock-based plans and amendments thereto.

         Please be advised that I will propose to the Compensation Committee of
the Board of Directors and to the full Board at their next meetings that the
following amendments be made to the 1999 Stock Option Plan:

1. That the Stock Option Committee will consist entirely of independent
directors as defined in the Listing Standards of the NASDAQ Stock Market, Inc.
(or exchange upon which Southwest's Common Stock is traded in the future);

2. That no awards under the Plan will be repriced or exchanged for awards with
lower exercise prices without the approval of shareholders;

3. That the minimum vesting period for restricted stock will be three years if
the vesting is based solely on the passage of time and continued employment, and
that vesting may occur ratably over such period;

4. That the minimum measurement date for vesting of restricted stock based upon
performance criteria will be one year; and

5. That neither Stock Option Committee nor the Board will have the authority,
without shareholder approval, to accelerate the vesting period of restricted
stock other than in the event of a change in control of Southwest or death,
disability, retirement, or termination of employment of the participant.

         I understand that this will satisfy your criteria, and that you will
vote in favor of the proposal to increase the number of shares authorized for
issuance under the plan based upon the above.

         If you have any additional concerns, please contact Mr. Lundy on
301-229-3400, facsimile 301-229-2443, e-mail JLundy@KBLBankLaw.com.

                                           Sincerely.

                                           Rick Green
                                           ---------------------
                                           President and Chief Executive Officer


cc:   Mr. Rodgers, Chairman of the Board
      Mr. Teubner, Chairman of the Compensation Committee
      Mr. Crowell
      Mr. Lundy