Mail Stop 4561
      May 25, 2006

Stanley A. Lybarger
BOK Financial Corporation
President and Chief Executive Officer
Bank of Oklahoma Tower
P.O. Box 2300
Tulsa, Oklahoma 74192

      Re:	BOK Financial Corporation
		Form 10-K for Fiscal Year Ended December 31, 2005
Forms 10-Q for Quarters Ended March 31, 2006
File No. 000-19341

Dear Mr. Lybarger:

   We have reviewed your filing and have the following comment.
We
have limited our review to only your financial statements and
related
disclosures and will make no further review of your documents.
Please be as detailed as necessary in your explanation.  After
reviewing this information, we may or may not raise additional
comments.

   Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-K for the Fiscal Year Ended December 31, 2005

Independent Accountant Reports

1. Please include revised reports from your independent public
accountant both on your consolidated financial statements and
effectiveness of internal control over financial reporting to
correctly cross reference the March 10, 2006 report dates.
Currently, the last paragraph of each report refers to a March 1,
2006 report date.






* * *
   Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Please file your
response on EDGAR.  Please understand that we may have additional
comments after reviewing your response to our comments.

   We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

     	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* 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

* 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.


      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      Please contact Nancy Maloney, Staff Accountant, at (202)
551-
3427 or me at (202) 551-3423 if you have questions.

   							Sincerely,



Amit Pande
      						Assistant Chief Accountant
Stanley A. Lybarger
BOK Financial Corporation
May 25, 2006
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