As filed with the Securities and Exchange Commission on November 9, 2004
 ==============================================================================


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


                                    FORM 10-Q

(Mark One)
 
|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
 
       For  the quarterly period ended September 30, 2004 

                                        OR
 
|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934
 
        For the transition period from _____________ to ______________         


                           Commission File No. 0-19341


                            BOK FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)
                          

               Oklahoma                                    73-1373454
     (State or other jurisdiction                        (IRS Employer
  of Incorporation or Organization)                   Identification No.)

          Bank of Oklahoma Tower                    
              P.O. Box 2300
             Tulsa, Oklahoma                                  74192
 (Address of Principal Executive Offices)                   (Zip Code)
 
                                 (918) 588-6000
              (Registrant's telephone number, including area code)


     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  twelve  months (or for such shorter  period that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |X| No |_|

     Indicate  the  number of  shares  outstanding  of each of the  Registrant's
classes of common stock, as of the latest practicable date: 59,250,816 shares of
common stock ($.00006 par value) as of October 31, 2004.


 ==============================================================================
 2

                            BOK Financial Corporation
                                    Form 10-Q
                        Quarter Ended September 30, 2004

                                      Index

Part I.  Financial Information
     Management's Discussion and Analysis (Item 2)                          2
     Market Risk (Item 3)                                                  21
     Controls and Procedures (Item 4)                                      23
     Report of Management on Consolidated Financial Statements             24
     Consolidated Financial Statements - Unaudited (Item 1)                25
     Nine Month Financial Summary - Unaudited (Item 2)                     33
     Quarterly Financial Summary - Unaudited (Item 2)                      34

Part II.  Other Information
     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   36
     Item 6. Exhibits and Reports on Form 8-K                              36

Signatures                                                                 37

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

Results of Operations

Summary of Performance

BOK Financial Corporation ("BOK Financial") recorded net income of $47.8 million
or $0.72 per diluted common share for the third quarter of 2004 compared with
$38.8 million or $0.58 per diluted common share for the same period of 2003.
Prior year earnings per share have been restated for a 3% dividend paid in
common shares on May 31, 2004. The annualized returns on average assets and
equity were 1.35% and 14.67% for the quarter ended September 30, 2004 compared
to returns of 1.20% and 13.26% for the third quarter of 2003. The increase in
return on average assets and equity between the two quarters resulted primarily
from net income growth. A $44.6 million decrease in average accumulated other
comprehensive income, which is a component of shareholders' equity, also
contributed to the increase in return on average equity.

Net income increased $9.0 million or 23% due primarily to an $11.9 million
increase in net interest revenue and a $3.2 million decrease in provision for
loan losses. Net interest revenue increased 12% due to a 16 basis point increase
in net interest margin and earning asset growth. The provision for loan losses
decreased due to an improvement in credit quality indicators. Fees and
commission revenue decreased $1.3 million or 2% primarily due to a 48% reduction
in mortgage banking revenue. The decrease in mortgage banking revenue was offset
by growth in trust fees and service charges on deposit accounts. Operating
expenses increased $23.1 million due primarily to a $22.1 million increase in
provision for mortgage servicing rights ("MSRs") impairment related to a
significant reversal in the third quarter of 2003. Excluding the MSRs provision,
operating expenses increased $984 thousand compared with the third quarter last
year. Securities gains during the third quarter of 2004 totaled $2.7 million,
including $2.1 million of gains on securities held as economic hedges of MSRs.
Gains on the MSRs hedge securities partially offset a $5.9 million provision for
impairment of the MSRs for the third quarter of 2004. Net securities and
derivatives losses offset by a recovery of the MSRs allowance had minimal effect
on the third quarter of 2003. Net income for the third quarter of 2004 also
reflected a $3.0 million reduction in income tax expense due to the favorable
resolution of state tax issues.

Year-to-date net income totaled $132.5 million or $1.99 per diluted share for
2004 compared with $123.1 million or $1.85 per share for 2003. Net interest
revenue grew $26.5 million or 9% due primarily to an $871 million increase in
average earning assets. The provision for loan losses for the first nine months
of 2004 totaled $16.0 million, which was $11.6 million lower than the same
period of 2003. Fees and commissions increased $4.6 million or 2%. Double digit

 3

percentage growth in deposit fees, trust and transaction card revenues were
offset by a 51% reduction in mortgage banking revenue. Losses on securities and
derivatives totaled $5.4 million for the first nine months of 2004. These
losses, which primarily resulted from securities held as economic hedges of the
MSR portfolio, were partially offset by a $1.3 million recovery in the fair
value of MSRs. During the first nine months of 2003, net gains on securities and
derivatives totaled $1.0 million and recovery of the provision for impairment of
MSRs totaled $20.7 million. Operating expenses increased $7.4 million or 2%,
excluding the MSR provision.

Net Interest Revenue

Tax-equivalent net interest revenue totaled $109.5 million for the third quarter
of 2004 compared to $97.8 million for the same period of 2003. The increase in
net interest revenue was due to an $828 million increase in average earning
assets and a 16 basis point increase in net interest margin. The growth in
average earning assets included a $534 million increase in outstanding loan
balances and a $320 million increase in securities. The growth in average
earning assets was funded by a $503 million increase in average interest-bearing
deposits and a $516 million increase in average noninterest-bearing demand
deposits. Table 1 reflects the effects on net interest revenue of changes in
average balances and interest rates for the various types of earning assets and
interest-bearing liabilities.

Yields on average earning assets and rates paid on interest-bearing liabilities
both increased in the third quarter of 2004 compared to the third quarter of
2003. The net interest margin, the ratio of tax-equivalent net interest revenue
to average earning assets, rose to 3.50% from 3.34% for the same period of 2003.
The increase in net interest margin was due to yields on earning assets
increasing more than rates paid on interest-bearing liabilities. The yield on
the loan portfolio increased 24 basis points and the yield on the securities
portfolio increased 43 basis points compared to the previous year. Average net
loans, which generally have a higher yield than securities, comprised 61% of
average earning assets for the third quarters of 2004 compared with 60% for the
third quarter of 2003. The remaining average earning assets consisted of
securities. The cost of interest-bearing liabilities increased 23 basis points
for the same periods. Growth in non-interest bearing funding sources, primarily
demand deposit accounts and capital, increased the net interest margin by 7
basis points. The effects of interest rates on asset yields and rates paid for
the past five quarters are presented in the Quarterly Financial Summary.

Tax-equivalent net interest revenue for the first nine months of 2004 increased
$25.9 million or 9% compared with last year. This increase reflected growth in
average earning assets. Average earning assets increased $871 million or 8%,
including a $552 million increase in average outstanding loan balances and a
$336 million increase in securities. The growth in average earning assets was
funded by a $482 million increase in average interest-bearing deposits and a
$472 million increase in average noninterest-bearing demand deposit accounts.
The net interest margin increased 2 basis points to 3.48%.

 4


---------------------------------------------------------------------------------------------------------------------
Table 1 - Volume / Rate Analysis
(In thousands)

                                                   Three Months Ended                   Nine Months Ended
                                               September 30, 2004 / 2003            September 30, 2004 / 2003
                                           --------------------------------------------------------------------------
                                                         Change Due To (1)                      Change Due To (1)
                                           --------------------------------------------------------------------------
                                                                     Yield /                                 Yield
                                              Change     Volume       Rate          Change      Volume       /Rate
                                           --------------------------------------------------------------------------
Tax-equivalent interest revenue:
                                                                                              
  Securities                                $   8,097   $ 3,202     $ 4,895      $  12,093  $   12,601    $   (508)
  Trading securities                             (218)     (102)       (116)           (25)         35         (60)
  Loans                                        11,168     6,992       4,176         17,292      22,008      (4,716)
  Funds sold and resell agreements                 40       (24)         64            (33)       (102)         69
---------------------------------------------------------------------------------------------------------------------
Total                                          19,087    10,068       9,019         29,327      34,542      (5,215)
---------------------------------------------------------------------------------------------------------------------
Interest expense:
  Transaction deposits                          2,080       452       1,628            769       2,387      (1,618)
  Savings deposits                                 66        (2)         68             55           9          46
  Time deposits                                 3,804     2,044       1,760          3,810       2,656       1,154
  Federal funds purchased and repurchase
      agreements                                1,482      (214)      1,696          1,074         616         458
  Other borrowings                                593      (257)        850           (863)       (605)       (258)
  Subordinated debentures                        (655)      (37)       (618)        (1,429)        (81)     (1,348)
---------------------------------------------------------------------------------------------------------------------
Total                                           7,370     1,986       5,384          3,416       4,982      (1,566)
---------------------------------------------------------------------------------------------------------------------
  Tax-equivalent net interest revenue          11,717     8,082       3,635         25,911      29,560      (3,649)
Change in tax-equivalent adjustment               136                                  580
---------------------------------------------------------------------------------------------------------------------
Net interest revenue                        $  11,853                             $ 26,491
---------------------------------------------------------------------------------------------------------------------
(1) Changes attributable to both volume and yield/rate are allocated to both
volume and yield/rate on an equal basis.


BOK Financial follows a strategy of fully utilizing its capital resources by
borrowing funds in the capital markets to supplement deposit growth. The
proceeds of these borrowed funds are invested in securities. The primary
objective of this strategy is to enhance revenue opportunities. This strategy
also helps manage overall interest rate risk. Interest rates on these borrowed
funds, which generally react quickly to changes in market interest rates, tend
to match the effect of changes in interest rates on the loan portfolio. Interest
rates earned on the securities purchased with the proceeds of these borrowed
funds are affected less quickly by changes in market interest rates. The timing
of changes in interest rates earned on securities more closely matches the
timing of changes in interest rates paid on deposits. Although this strategy may
reduce net interest margin, it provides positive net interest revenue. We
estimate that for the third quarter of 2004, this strategy enhanced net interest
revenue $12.6 million, compared with $15.1 million for the third quarter of
2003. Excluding this strategy, net interest margin was 3.64% and 3.37% for the
third quarters of 2004 and 2003. The average balance of securities purchased and
funds borrowed under this strategy was $1.8 billion. As more fully discussed in
the Market Risk section of this report, we employ various techniques to manage,
within certain parameters, the interest rate and liquidity risks inherent in
this strategy. The effectiveness of these techniques is reflected in the overall
change in net interest revenue due to changes in interest rates as shown in
Table 20.

Other Operating Revenue

Other operating revenue for the third quarter of 2004 increased $17.7 million
compared with the third quarter of 2003 due to an $18.9 increase in net gains
from securities sales and derivatives. Fees and commissions decreased $1.3
million or 2%. Fees and commissions represented 42% of total revenue, excluding
gains and losses on securities and derivatives, in the third quarter of 2004.
This is compared with 45% for the same period of 2003. Trust fees and
commissions grew $3.3 million or 28% due primarily to an increase in the fair
value of assets managed. The fair value of trust assets at September 30, 2004
grew 21% to $23 billion compared to a year ago. The increase in trust fees
included $1.4 million from Colorado State Bank and Trust ("CSBT"), which was
acquired in the third quarter of 2003. Service charges on deposit accounts
increased $3.2 million or 15% and transaction card revenue increased $2.4
million or 17%. Deposit service charges increased due primarily to continued
growth in overdraft fees. The growth in transaction card revenue reflected
growth in processing volume. Mortgage banking revenue decreased $6.1 million or
48%. Secondary marketing gains decreased $5.3 million due to lower volume of
loans funded. Mortgage servicing revenue decreased $856 thousand due to a 13%
reduction in the outstanding balance of loans serviced for others. The

 5

reduction in mortgage banking revenue is more fully discussed in the Lines of
Business - Mortgage Banking section of this report.

BOK Financial recognized net securities gains of $2.7 million during the third
quarter of 2004 compared with net losses of $12.0 million during the third
quarter of 2003. Net gains on securities designated as an economic hedge of the
mortgage servicing portfolio totaled $2.1 million in 2004. Net losses on
securities designated as an economic hedge of the mortgage servicing portfolio
totaled $2.8 million for the third quarter of 2003.

BOK Financial recognized net gains of $523 thousand during the third quarter of
2004 from sales of securities not used to hedge MSRs, compared with net losses
of $9.2 million during the third quarter of 2003. Strategies utilized during the
third quarter of 2004 were to maintain the size of the securities portfolio at
approximately $4.7 billion and to continue management of extension risk.
Management estimates that the securities portfolio has an average life of
approximately 3.1 years and an effective duration of approximately 2.8 years.
Approximately $485 million of proceeds were generated from securities sales
during the third quarter and $176 million was received from maturities. A total
of $743 million was invested in the securities portfolio during the quarter. At
September 30, 2004, BOK Financial held securities with aggregate gross
unrealized losses of $27.2 million caused by changes in market interest rates.
These unrealized losses are considered temporary based on the company's ability
and management's intent to hold the securities until the values recover.
Aggregate gross unrealized gains on securities totaled $24.8 million as of
September 30, 2004.

Net gains and losses on derivatives represent the mark to market of the
derivative portfolio used for interest rate risk management and related hedged
liabilities. Discussion regarding the use of derivative instruments as part of
the interest rate risk management program is located in the Market Risk section
of this report.

Fees and commissions revenue for the first nine months of 2004 increased $4.6
million or 2% compared to the same period of 2003. CSBT contributed $5.6 million
to fees and commissions revenue in 2004, including $4.7 million of trust fees.
Total trust, deposit and transaction card fees increased 30%, 18% and 18%,
respectively. Excluding CSBT, consolidated trust fees grew 16% due to an
increase in the fair value of trust assets managed. Service charges on deposit
accounts increased due to growth in overdraft fees and transaction card fees
increased due to increased processing volumes. Mortgage banking revenue
decreased $23.0 million or 51% due to reductions in loan origination and
refinancing activities and servicing fee revenue. Net losses on securities
totaled $4.1 million for the first nine months of 2004, including losses of $5.7
million on securities designated as economic hedges of MSRs. Net gains on
securities totaled $8.1 million for the first nine months of 2003, including
gains of $4.8 million from MSRs hedge securities.


--------------------------------------------------------------------------------------------------------------------------
Table 2 - Other Operating Revenue
(In thousands)
                                                                         Three Months Ended
                                           -------------------------------------------------------------------------------
                                               Sept. 30,     June 30,         March 31,       Dec.31,          Sept. 30,
                                                 2004          2004             2004           2003              2003
                                           -------------------------------------------------------------------------------
                                                                                                     
Brokerage and trading revenue               $   10,209     $   11,166       $   10,011      $    9,259       $   12,220
Transaction card revenue                        16,677         16,817           14,724          14,496           14,260
Trust fees and commissions                      15,091         13,939           13,709          12,976           11,762
Service charges and fees
  on deposit accounts                           24,292         23,928           22,155          22,346           21,106
Mortgage banking revenue, net                    6,606          7,555            7,744           7,457           12,735
Leasing revenue                                    723            860              887             905              949
Other revenue                                    5,243          5,774            6,624           6,752            7,098
--------------------------------------------------------------------------------------------------------------------------
  Total fees and commissions                    78,841         80,039           75,854          74,191           80,130
--------------------------------------------------------------------------------------------------------------------------
Gain on sale of assets                              78             35              684              70               14
Gain (loss) on securities, net                   2,673        (11,005)           4,277            (951)         (12,007)
Gain (loss) on derivatives, net                   (506)           201             (995)         (2,259)          (4,709)
--------------------------------------------------------------------------------------------------------------------------
  Total other operating revenue             $   81,086     $   69,270       $   79,820      $   71,051       $   63,428
--------------------------------------------------------------------------------------------------------------------------


 6

Other Operating Expense

Other operating expense for the quarter ended September 30, 2004 totaled $114.2
million, a $23.1 million increase compared to the third quarter of 2003.
Excluding the provision for MSRs impairment, operating expenses for the third
quarter of 2004 increased $984 thousand or 1% compared with the same period in
2003. Operating expenses in 2003 were reduced $16.2 million from the recovery in
fair value of MSRs. A provision for impairment of MSRs increased operating
expenses by $5.9 million in the third quarter of 2004. Operating expenses for
the third quarter of 2004 included $5.0 million for CSBT compared with $1.2
million for the same period last year. Personnel expense increased $3.6 million,
including $2.2 million from CSBT. Mortgage banking costs, which consisted
primarily of MSRs amortization expense, decreased $4.3 million. Variations in
mortgage banking costs are more fully discussed in the Lines of Business -
Mortgage Banking section of this report.

Personnel expense increased $3.6 million or 6% compared with the third quarter
of 2003. Average regular compensation per full-time equivalent employee ("FTE")
increased 6% while the number of FTE increased by 14. Incentive compensation
expense increased 2% to $14.1 million. Employee benefit costs, which totaled
$9.2 million, increased 14% compared to last year due primarily to increases in
employee insurance and retirement benefits.

Data processing and communications costs increased $1.9 million or 15%. This
increase was due primarily to a $1.2 million increase related to transaction
card processing volumes. The CSBT acquisition increased data processing and
communications expenses by $182 thousand compared to last year.

Operating expenses for the first nine months of 2004 increased $26.8 million or
9% compared with the same period of 2003. Excluding the provision for mortgage
servicing rights, operating expenses increased $7.4 million or 2%. The
acquisition of CSBT increased year-to-date operating expenses $13.1 million.
Additionally, BOK Financial recognized a $4.1 million charge for the cost of
appreciated securities donated to the BOK Charitable Foundation. Personnel
expenses increased $14.3 million or 9%, including $7.6 million from CSBT. The
remaining increase in personnel costs were primarily due to increased incentive
compensation. Data processing expenses increased 19% to $44.8 million due to the
same factors that affected the third quarter. Mortgage banking costs decreased
$20.0 million or 58% due to lower amortization of mortgage servicing rights.


----------------------------------------------------------------------------------------------------------------------
 Table 3 - Other Operating Expense
(In thousands)
                                                                   Three Months Ended
                                   ----------------------------------------------------------------------------------
                                      Sept. 30,      June 30,         March 31,         Dec. 31,        Sept. 30,
                                        2004           2004             2004              2003            2003
                                   ----------------------------------------------------------------------------------
                                                                                              
Personnel                          $    60,524     $    59,810     $    58,209      $    58,639      $    56,915
Business promotion                       3,671           3,831           3,350            3,773            2,912
Contribution of stock to
   BOK Charitable Foundation                 -               -           4,125                -                -
Professional fees and services           3,658           3,994           3,899            4,312            4,454
Net occupancy and equipment             11,733          11,732          11,851           12,066           11,600
Data processing & communications        14,918          15,270          14,641           13,869           13,008
Printing, postage and supplies           3,770           3,130           3,317            3,589            3,459
Amortization of intangible assets        1,991           2,121           2,138            2,588            1,959
Mortgage banking costs                   3,962           4,433           5,843            6,105            8,268
Provision (recovery) for impairment
  of mortgage servicing rights           5,900         (10,865)          3,703           (2,260)         (16,186)
Other expense                            4,075           5,536           5,372            6,065            4,743
---------------------------------------------------------------------------------------------------------------------
  Total other operating expense    $   114,202     $    98,992     $   116,448      $   108,746      $    91,132
---------------------------------------------------------------------------------------------------------------------


 7

Income Taxes

Income tax expense totaled $22.5 million for the third quarter of 2004 and $68.8
million for the first nine months of 2004. These amounts represented 32% and
34%, respectively, of pre-tax book income. Income tax expense for the third
quarter of 2004 was reduced by $3.0 million due to the favorable resolution of
state income tax issues during the quarter. Excluding this item, income tax
expense would have been 36% of pre-tax book income. Income tax expense for the
first nine months of 2004 also included the benefit of contributing appreciated
securities to the BOk Charitable Foundation during the first quarter of the
year. Excluding both of these items, income tax expense for the first nine
months of 2004 would have been $73.0 million or 36% of pre-tax book income.

Lines of Business

BOK Financial operates four principal lines of business under its Bank of
Oklahoma ("BOk") franchise: corporate banking, consumer banking, mortgage
banking and wealth management. It also operates a fifth principal line of
business, regional banking, which includes all banking functions for Bank of
Albuquerque, N.A., Bank of Arkansas, N.A., Bank of Texas, N.A., and Colorado
State Bank and Trust, N.A. In addition to its lines of business, BOK Financial
has a funds management unit. The primary purpose of this unit is to manage the
overall liquidity needs and interest rate risk of the company. Each line of
business borrows funds from and provides funds to the funds management unit as
needed to support their operations.

BOK Financial allocates resources and evaluates performance of its lines of
business after allocation of funds, certain indirect expenses, taxes and capital
costs. The cost of funds borrowed from the funds management unit by the
operating lines of business is transfer priced at rates that approximate market
for funds with similar duration. Market rates are generally based on the
applicable LIBOR or interest rate swap rates, adjusted for prepayment risk. This
method of transfer-pricing funds that support assets of the operating lines of
business tends to insulate them from interest rate risk.

The value of funds provided by the operating lines of business to the funds
management unit is based on applicable Federal Home Loan Bank advance rates.
Deposit accounts with indeterminate maturities, such as demand deposit accounts
and interest-bearing transaction accounts, are transfer-priced at a rolling
average based on expected duration of the accounts. The expected duration ranges
from 90 days for certain rate-sensitive deposits to five years.

Economic capital is assigned to the business units based on an allocation method
that reflects management's assessment of risk. Management uses a third-party
developed capital allocation model. This model assigns capital based upon
credit, operating, interest rate and market risk inherent in the business lines
and recognizes the diversification benefits among the units. The level of
assigned economic capital is a combination of the risk taken by each business
line, based on its actual exposures and calibrated to its own loss history where
possible. Additional capital is assigned to the regional banking line of
business based on BOK Financial's investment in those entities.

Corporate Banking

The Corporate Banking Division provides loan and lease financing and treasury
and cash management services to businesses throughout Oklahoma and surrounding
states. In addition to serving the banking needs of small businesses, middle
market and larger customers, the Corporate Banking Division has specialized
groups that serve customers in the energy, agriculture, healthcare and
banking/finance industries and includes the TransFund network. The Corporate
Banking Division contributed $15.8 million or 33% to consolidated net income for
the third quarter of 2004. This compares to $14.9 million or 39% of consolidated
net income for the third quarter of 2003. Other operating revenue increased $1.8
million or 9% due primarily to a $1.2 million increase in revenue from
TransFund. Operating expenses increased $3.5 million to $26.5 million for the
third quarter of 2004 from $23.0 million for the same period of the prior year.
The increase in operating expenses included $1.1 million in TransFund
transaction processing costs.

 8


Table 4 - Corporate Banking
 (Dollars in Thousands)
                                           Three months ended Sept. 30,      Nine months ended Sept. 30,
                                      --------------------------------------------------------------------
                                             2004              2003             2004              2003
                                         -------------------------------    ------------------------------
                                                                                         
NIR (expense) from external sources   $      38,384     $      36,060    $     111,125     $     108,541
NIR (expense) from internal sources          (6,798)           (6,794)         (17,685)          (22,190)
                                         -------------     -------------    --------------    ------------
Total net interest revenue                   31,586            29,266           93,440            86,351

Other operating revenue                      22,276            20,476           66,586            58,984
Operating expense                            26,535            23,026           74,538            66,384
Net loans charged off                         1,467             2,256            5,542             8,511
Net income                                   15,801            14,945           48,847            43,039

Average assets                        $   4,731,865     $   4,342,445    $   4,749,215     $   4,338,722
Average equity                              306,000           319,390          317,810           303,810

Return on assets                                1.33%           1.37%              1.37%            1.33%
Return on equity                               20.54%          18.56%             20.53%           18.94%
Efficiency ratio                               49.26%          46.29%             46.58%           45.68%



Consumer Banking

The Consumer Banking Division provides a full line of deposit, loan and
fee-based services to customers throughout Oklahoma through four major
distribution channels: traditional branches, supermarket branches, the 24-hour
ExpressBank call center and Online Banking. Additionally, the division is a
significant referral source for the Bank of Oklahoma Mortgage Division ("BOk
Mortgage") and BOSC's retail brokerage division. The Consumer Banking Division
contributed $4.8 million or 10% to consolidated net income for the third quarter
of 2004. This compares to $2.5 million or 6% of consolidated net income for the
third quarter of 2003. Other operating revenue increased $2.9 million, or 24%
over the third quarter of 2003 due primarily to a $2.1 million increase in
deposit account charges.


Table 5 - Consumer Banking
 (Dollars in Thousands)
                                          Three months ended Sept. 30,         Nine months ended Sept. 30,
                                       ---------------------------------------------------------------------
                                              2004             2003              2004              2003
                                          -------------------------------    -------------------------------
                                                                                            
NIR (expense) from external sources    $      (5,087)   $      (4,364)    $     (13,418)     $     (12,990)
NIR (expense) from internal sources           16,932           14,674            46,840             43,730
                                          -------------    --------------    -------------      ------------
Total net interest revenue                    11,845           10,310            33,422             30,740

Other operating revenue                       14,806           11,911            41,901             34,808
Operating expense                             16,835           16,634            53,151             50,014
Net loans charged off                          1,899            1,494             5,165              4,959
Net income                                     4,838            2,500            10,391              6,461

Average assets                         $   2,700,461    $   2,491,875     $   2,721,290      $   2,507,750
Average equity                                67,200           58,630            62,120             57,900

Return on assets                                 0.71%           0.40%              0.51%             0.34%
Return on equity                                28.64%          16.92%             22.34%            14.92%
Efficiency ratio                                63.17%          74.86%             70.56%            76.30%


 9

Mortgage Banking

BOK Financial engages in mortgage banking activities through BOk Mortgage. These
activities include the origination, marketing and servicing of conventional and
government-sponsored mortgage loans. Consolidated mortgage banking revenue,
which is included in other operating revenue, decreased $6.1 million or 48%
compared to the third quarter of 2003. Mortgage servicing revenue decreased $856
thousand due to a 13% decrease in the principal balance of loans serviced for
others. Secondary marketing gains fell $5.2 million as the volume of loans
funded fell. The decrease in mortgage banking revenue resulted in a $686
thousand loss on mortgage banking operations for the third quarter of 2004.
Mortgage banking operations contributed $12.1 million to consolidated net income
or 31% of consolidated net income for the third quarter of 2003.

BOK Mortgage is comprised of two sectors, loan production and loan servicing.
The loan production sector generally performs best when mortgage interest rates
are low and loan origination volumes are high. Conversely, the loan servicing
sector generally performs best when mortgage interest rates are relatively high
and prepayments are low. Rising interest rates, which began in the second half
of 2003 and continued into the third quarter of 2004 significantly reduced the
volume of loan applications and funding, which has substantially reduced loan
production revenue. As interest rates fell in the latter part of the third
quarter, the fair value of MSRs declined and a provision for MSRs impairment was
required.

Loan Production Sector

Pre-tax income from loan production decreased to $1.2 million for the third
quarter of 2004 compared to $8.1 million for the previous year's third quarter.
Operating revenue from loan production was $2.8 million in the third quarter of
2004, including $2.5 million of capitalized mortgage servicing rights, compared
to revenue from loan production of $8.0 million in the third quarter of 2003,
including $8.1 million of capitalized mortgage servicing rights. Mortgage loans
funded totaled $139 million in the third quarter of 2004 compared to $425
million during the same period last year. The decrease in loan production
revenue and volume of loans funded reflected the effects of higher interest
rates on refinancing activities. Approximately 24% of loans funded during the
third quarter of 2004 were for refinanced loans compared to 66% for the third
quarter of 2003. The pipeline of mortgage loan applications totaled $230 million
at September 30, 2004, down from $232 million at the end of the preceding
quarter.

Loan Servicing Sector

The loan servicing sector incurred a pre-tax loss of $3.0 million for the third
quarter of 2004 compared to pre-tax income of $11.5 million for the same period
of 2003. Falling interest rates during the third quarter of 2004 decreased the
fair value of the MSRs and required a $5.9 million provision for MSRs
impairment. The provision was partially offset by $2.1 million of gains realized
from sales of securities designated as economic hedges. During the third quarter
of 2003, the fair value of MSRs increased due to rising interest rates. The
increase in fair value required a $16.2 million reversal of the allowance for
MSRs impairment. This reversal was partially offset by realized losses of $2.8
million on securities held as an economic hedge of the MSRs.

Amortization expense, which is based on both actual and anticipated loan
prepayments, decreased to $3.4 million in 2004 compared to $7.8 million in 2003
due to rising interest rates and a reduction in loan prepayment speeds relative
to a year ago.

Servicing revenue totaled $4.5 million in 2004 compared to $5.3 million in 2003.
The decrease in servicing revenue was due primarily to a lower outstanding
principal balance of loans serviced. The average outstanding balance of loans
serviced, including loans serviced for subsidiaries of BOK Financial, was $4.4
billion for the third quarter of 2004 compared to $5.0 billion for the third
quarter of 2003. The decrease in loans serviced reflected both the rapid
refinancing of mortgage loans and a decision to curtail purchases of mortgage
loan servicing.

The valuation allowance for impairment of mortgage servicing rights totaled $16
million at September 30, 2004 compared to $34 million at September 30, 2003. A
valuation allowance is provided to reduce the carrying value of servicing rights
to the lower of fair value or amortized cost segregated by impairment strata.
Impairment strata are determined by interest rate bands and by loan types,
either conventional or government-backed. The fair value of servicing rights is
based on estimated revenues that will be generated over the servicing period,
less estimated costs to

 10

service the loans. The valuation allowance may be reversed, in part or in whole,
if the fair value of servicing rights in a particular impairment strata increase
or if the amortized cost of servicing rights in a particular strata decrease.
Fair value may increase if anticipated loan prepayment speeds decrease.
Amortized cost of a particular impairment stratum will decrease through
amortization. Impairment strata are reviewed quarterly to determine whether the
values of the impaired servicing rights are likely to recover. When it becomes
probable that the impairment is other than temporary based on an estimate of
fair values over a range of interest rates and prepayment speeds, a permanent
impairment write-down of the servicing rights is charged against the valuation
allowance. A $2.3 million write-down of mortgage servicing rights against the
valuation allowance was recorded during the third quarter of 2004.


Table 6 - Mortgage Banking
 (Dollars in Thousands)
                                                    Three months ended Sept. 30,       Nine months ended Sept. 30,
                                                 --------------------------------------------------------------------
                                                      2004             2003              2004               2003
                                                  -------------------------------    --------------------------------
                                                                                                   
NIR (expense)  from external sources           $       5,573    $       6,837     $      16,882      $      22,173
NIR (expense) from internal sources                   (2,677)          (1,809)           (8,347)            (6,783)
                                                  -------------    --------------    --------------     -------------
Total net interest revenue                             2,896            5,028             8,535             15,390

Capitalized mortgage servicing rights                  2,538            8,109             8,793             20,742
Other operating revenue                                5,460            6,268            16,838             31,005
Operating expense                                      8,172           12,517            27,153             47,545
Provision (recovery) for impairment of
   mortgage servicing rights                           5,900          (16,186)           (1,262)           (20,663)
Gains (losses) on financial instruments, net           2,149           (2,824)           (5,731)             4,781
Net income (loss)                                       (686)          12,093             1,419             27,059

Average assets                                 $     574,781    $     659,423     $     565,167      $     645,387
Average equity                                        25,350           30,930            27,410             30,360

Return on assets                                        (0.47)%          7.28%              0.34%            5.61%
Return on equity                                       (10.77)%        155.12%              6.92%          119.16%
Efficiency ratio                                        75.01%          64.50%             79.47%           70.82%


BOK Financial designates a portion of its securities portfolio as an economic
hedge against the risk of loss on its mortgage servicing rights. Mortgage-backed
securities and U.S. government agency debentures are acquired and held as
available for sale when prepayment risks exceed certain levels. To-be-announced
securities and other derivative instruments may also be used as part of the
economic hedging strategy. Because the fair values of these securities and
derivatives are expected to vary inversely to the fair value of the servicing
rights, they are expected to offset risk. No special hedge accounting treatment
is applicable to either the mortgage servicing rights or the assets designated
as an economic hedge. Changes in fair value of available for sale securities are
generally recognized in shareholders' equity, net of taxes, and changes in the
fair value of derivative instruments are recognized in income.

This hedging strategy presents certain risks. A well-developed market determines
the fair value for securities and related derivatives. However, there is no
comparable market for mortgage servicing rights. Therefore, the computed change
in value of the servicing rights for a specified change in interest rates may
not correlate to the change in value of the securities.

At September 30, 2004, assets with a fair value of $97.7 million were held for
the economic hedge program. The interest rate sensitivity of the mortgage
servicing rights and assets held as a hedge is modeled over a range of +/- 50
basis points. The pre-tax results of this modeling on reported earnings were:

Table 7 - Interest Rate Sensitivity - Mortgage Servicing
(Dollars in Thousands)
                                           50 bp increase   50 bp decrease
Anticipated change in:
Fair value of mortgage servicing rights       $ 6,673         $  (10,881)
Fair value of hedging securities               (4,055)             5,193
                                          ---------------------------------
   Net                                        $ 2,618          $ ( 5,688)
                                          ---------------------------------
 11

Wealth Management

BOK Financial provides a wide range of financial services through its wealth
management line of business, including trust and private financial services and
brokerage and trading activities. This line of business includes the activities
of BOSC, Inc., a registered broker/dealer. Trust and private financial services
include sales of institutional, investment and retirement products, loans and
other services to affluent individuals, businesses, not-for-profit
organizations, and governmental agencies. Trust services are primarily provided
to clients in Oklahoma, Texas, Arkansas and New Mexico. Trust services provided
through Colorado State Bank and Trust are included in the regional banking line
of business. Brokerage and trading activities within the wealth management line
of business consist of retail sales of mutual funds, securities and annuities,
institutional sales of securities and derivatives, bond underwriting and other
financial advisory services.

Wealth management contributed $3.6 million or 8% to consolidated net income for
the third quarter of 2004 compared to $4.8 million or 12% last year. Operating
revenue decreased $2.1 million or 8% compared with the same quarter of 2003.
Brokerage and trading revenue decreased $3.8 million or 29% due to lower
volumes. Trust revenue increased $2.0 million or 17% due to growth in assets
managed.

At September 30, 2004, the wealth management line of business was responsible
for trust assets with aggregate market values of $18.1 billion under various
fiduciary arrangements, compared to $15.9 billion a year ago. The growth in
trust assets reflected increased market value of assets managed in addition to
new business generated. Wealth Management has sole or joint discretionary
authority over $7.1 billion of trust assets at September 30, 2004 compared to
$6.5 billion at September 30, 2003.


Table 8 - Wealth Management
 (Dollars in Thousands)
                                                  Three months ended Sept. 30,       Nine months ended Sept. 30,
                                               ---------------------------------------------------------------------
                                                      2004             2003              2004              2003
                                                  -------------------------------    -------------------------------
                                                                                                  
NIR (expense) from external sources            $         897    $         543     $       2,970     $       1,189
NIR (expense) from internal sources                    2,394            2,330             6,220             6,823
                                                  -------------    --------------    -------------     -------------
Total net interest revenue                             3,291            2,873             9,190             8,012

Other operating revenue                               23,152           25,243            69,384            67,945
Operating expense                                     20,480           20,061            64,716            59,439
Net income                                             3,630            4,838             8,426             9,844

Average assets                                 $     748,187    $     714,162     $     754,665     $     734,126
Average equity                                        69,470           86,730            70,950            83,600

Return on assets                                         1.93%          2.69%               1.49%            1.79%
Return on equity                                        20.79%         22.13%              15.86%           15.74%
Efficiency ratio                                        77.45%         71.35%              82.36%           78.25%


Regional Banking

Regional banks include Bank of Texas, Bank of Albuquerque, Bank of Arkansas, and
Colorado State Bank and Trust. Each of these banks provides a full range of
corporate and consumer banking services in their respective markets. Small
businesses and middle-market corporations are the regional banks' primary
customer focus. Regional banks contributed $16.8 million or 35% to consolidated
net income for the third quarter of 2004. This compares to $10.6 million or 27%
of consolidated net income for the third quarter of 2003.

The contribution of operations in Texas and New Mexico to consolidated net
income increased $3.7 million or 51% and $1.3 million or 48%, respectively,
compared to the third quarter of last year. The increase in contribution was due
primarily to growth in net interest revenue from these operations. Operating
expenses in Texas decreased $1.1 million compared to the third quarter of last
year. In addition to growth from operations in Texas and New Mexico, CSBT
contributed $1.2 million to net income for the third quarter of 2004.

 12

The contribution of each of the regional banks is shown separately in Table 9
through Table 12. Average equity for each of the regional banks is based upon
assigned economic capital and reflects management's assessment of risk. Invested
capital for the regional banks includes additional capital on BOK Financial's
investment in those entities.


Table 9 - Bank of Texas
 (Dollars in Thousands)
                                                   Three months ended Sept. 30,       Nine months ended Sept. 30,
                                               ---------------------------------------------------------------------
                                                      2004             2003              2004              2003
                                                  -------------------------------    -------------------------------
                                                                                                  
NIR (expense) from external sources            $      30,521    $      26,044     $      86,009     $      76,647
NIR (expense) from internal sources                     (865)            (524)           (2,195)           (2,082)
                                                  -------------    --------------    -------------     -------------
Total net interest revenue                            29,656           25,520            83,814            74,565

Other operating revenue                                5,750            5,664            16,345            15,768
Operating expense                                     17,578           18,638            53,822            56,038
Net loans charged off                                    991            1,319             3,336             2,794
Gains on sales of financial instruments, net               -                -                 -                56
Net income                                            10,943            7,266            27,990            20,411

Average assets                                 $   3,000,592    $   2,738,721     $   3,021,306     $   2,746,147
Average equity                                       158,080          166,150           165,850           164,430
Average invested capital                             325,160          333,230           332,940           331,510

Return on assets                                         1.45%           1.05%              1.24%           0.99%
Return on equity                                        27.54%          17.35%             22.54%          16.60%
Return on average invested capital                      13.39%           8.65%             11.23%           8.23%
Efficiency ratio                                        49.65%          59.77%             53.74%          62.03%




Table 10 - Bank of Albuquerque
 (Dollars in Thousands)

                                                  Three months ended Sept. 30,       Nine months ended Sept. 30,
                                               ---------------------------------------------------------------------
                                                      2004             2003              2004              2003
                                                  -------------------------------    -------------------------------
                                                                                                  
NIR (expense) from external sources            $      12,056    $      10,694     $      33,801     $      31,170
NIR (expense) from internal sources                   (1,269)          (1,046)           (3,306)           (3,281)
                                                  -------------    --------------    -------------     -------------
Total net interest revenue                            10,787            9,648            30,495            27,889

Other operating revenue                                3,743            3,016            10,750             8,386
Operating expense                                      7,556            7,727            23,027            22,414
Net loans charged off                                    301              428             1,146             1,047
Gains on sales of financial instruments, net               -                -                 -               283
Net income                                             4,078            2,755            10,431             8,002

Average assets                                 $   1,621,232    $   1,519,853     $   1,629,146     $   1,534,345
Average equity                                        64,270           67,150            68,390            65,200
Average invested capital                              83,360           86,240            87,480            84,290

Return on assets                                         1.00%           0.72%              0.86%           0.70%
Return on equity                                        25.24%          16.28%             20.37%          16.41%
Return on average invested capital                      19.46%          12.67%             15.93%          12.69%
Efficiency ratio                                        52.00%          61.02%             55.83%          61.79%


 13


Table 11 - Bank of Arkansas
 (Dollars in Thousands)

                                                  Three months ended Sept. 30,       Nine months ended Sept. 30,
                                               ---------------------------------------------------------------------
                                                      2004             2003              2004              2003
                                                  -------------------------------    -------------------------------
                                                                                                  
NIR (expense) from external sources            $       2,102    $       2,393     $       6,570     $       6,641
NIR (expense) from internal sources                     (526)            (508)           (1,468)           (1,516)
                                                  -------------    --------------    -------------     -------------
Total net interest revenue                             1,576            1,885             5,102             5,125

Other operating revenue                                  378              297             1,022               906
Operating expense                                      1,078              979             3,243             2,867
Net loans charged off                                     25              200               (29)              560
Net income                                               520              613             1,778             1,591

Average assets                                 $     266,951    $     285,656     $     269,931     $     288,477
Average equity                                        11,680           10,300            11,590            10,610
Average invested capital                              11,680           10,300            11,590           10,610

Return on assets                                         0.77%           0.85%              0.88%           0.74%
Return on equity                                        17.71%          23.61%             20.49%          20.05%
Return on average invested capital                      17.71%          23.61%             20.49%          20.05%
Efficiency ratio                                        55.17%          44.87%             52.96%          47.54%




Table 12 - Colorado State Bank and Trust
 (Dollars in Thousands)

                                                   Three months ended Sept. 30,        Nine months ended Sept. 30,
                                               ---------------------------------------------------------------------
                                                      2004             2003              2004              2003
                                                  -------------------------------    -------------------------------
                                                                                                
NIR (expense) from external sources            $       6,187    $       ***       $      16,743     $       ***
NIR (expense) from internal sources                     (696)           ***              (1,619)            ***
                                                  -------------    --------------    -------------     -------------
Total net interest revenue                             5,491            ***              15,124             ***

Other operating revenue                                1,980            ***               6,233             ***
Operating expense                                      5,403            ***              15,679             ***
Net loans charged off                                     (8)           ***                 116             ***
Net income                                             1,233            ***               3,399             ***

Average assets                                 $     619,483    $       ***       $     586,593     $       ***
Average equity                                        35,310            ***              27,500             ***
Average invested capital                              77,290            ***              69,480            ***

Return on assets                                         0.79%          ***                 0.77%          ***
Return on equity                                        13.89%          ***                16.51%          ***
Return on average invested capital                       6.35%          ***                 6.53%          ***
Efficiency ratio                                        72.32%          ***                73.41%          ***

*** Short period data not meaningful due to acquisition of Colorado State Bank
and Trust in September 2003.


 14

Discussion and Analysis of Operations

Loans

The aggregate loan portfolio at September 30, 2004 totaled $7.8 billion and
increased $259 million during the quarter. Commercial loans and commercial real
estate loans increased $165 million and $32 million, respectively. Residential
mortgage loans, including loans held for sale, increased $43 million.


---------------------------------------------------------------------------------------------------------------------
Table 13 - Loans
(In thousands)

                                         Sept. 30,        June 30,        March 31,        Dec. 31,        Sept. 30,
                                           2004             2004            2004             2003            2003
                                    ---------------------------------------------------------------------------------
Commercial:
                                                                                                  
  Energy                             $   1,097,191    $   1,079,746   $   1,107,866   $   1,231,599    $   1,144,354
  Manufacturing                            479,866          485,657         501,296         482,657          531,242
  Wholesale/retail                         737,235          697,761         717,409         668,202          670,151
  Agricultural                             262,171          232,445         228,334         228,222          188,925
  Services                               1,644,884        1,488,963       1,400,521       1,383,835        1,303,186
  Other commercial and industrial          277,102          349,129         364,239         342,187          342,364
---------------------------------------------------------------------------------------------------------------------
      Total commercial                   4,498,449        4,333,701       4,319,665       4,336,702        4,180,222
---------------------------------------------------------------------------------------------------------------------
Commercial real estate:
  Construction and land development        467,396          436,727         451,119         436,087          414,288
  Multifamily                              236,240          245,731         253,272         271,119          296,136
  Other real estate loans                  917,488          907,084         914,834         922,886          861,659
---------------------------------------------------------------------------------------------------------------------
      Total commercial real estate       1,621,124        1,589,542       1,619,225       1,630,092        1,572,083
---------------------------------------------------------------------------------------------------------------------
Residential mortgage:
  Secured by 1-4 family
    residential properties               1,120,761        1,080,399       1,032,396       1,015,643        1,002,080
  Residential mortgages held for sale       82,053           79,034          83,556          56,543          109,035
---------------------------------------------------------------------------------------------------------------------
      Total residential mortgage         1,202,814        1,159,433       1,115,952       1,072,186        1,111,115
---------------------------------------------------------------------------------------------------------------------
Consumer                                   461,779          442,424         445,734         444,909          428,136
---------------------------------------------------------------------------------------------------------------------
  Total                              $   7,784,166    $   7,525,100   $   7,500,576   $   7,483,889    $   7,291,556
---------------------------------------------------------------------------------------------------------------------


Outstanding loans to energy customers totaled $1.1 billion or 14% of total loans
at September 30, 2004. Approximately $956 million of the energy loan portfolio
was to oil and gas producers. The amount of credit available to these customers
generally depends on the value of their proven energy reserves based on current
prices. The energy loan category also included loans to borrowers involved in
the transportation of oil and gas and loans to borrowers that manufacture
equipment and provide other services to the energy industry. The aggregate
outstanding balance of energy loans increased $17 million or 2% during the third
quarter. The increase in outstanding energy loan balances reversed a trend of
declining energy loan balances since the first of the year as continued high
energy prices provided cash flow to the industry. Outstanding loans to the
services industry totaled $1.6 billion at September 30, 2004 and increased $156
million during the third quarter. Loans to the services industries now comprise
21% of the total loan portfolio. Services included loans that totaled $276
million to nursing homes and $189 million to the healthcare industry. Loans to
the healthcare industry increased $55 million or 41% during the quarter due
primarily to a $44 million advance for interim financing. The remainder of the
services sector of the loan portfolio is comprised of a large number of loans to
small and medium-sized businesses with no notable concentrations. Agriculture
loans, which increased $30 million during the quarter, included $216 million of
loans to the cattle industry. Other notable loan concentrations by primary
industry of the borrowers are presented in Table 13.

Commercial real estate loans totaled $1.6 billion at September 30, 2004 or 21%
of the total loan portfolio. Construction and land development loans increased
$31 million. Construction and land development loans included $307 million for
single-family residential lots and premises. Multifamily real estate loans
decreased $9 million or 4% and totaled $236 million or 3% of total loans at
September 30, 2004. The major components of other commercial real estate loans
were

 15

office buildings at $319 million and retail facilities at $306 million.

Residential mortgage loans, excluding loans held for sale, included $376 million
of home equity loans, $280 million of loans held for business relationship, $228
million of adjustable rate mortgage loans and $236 million of loans held for
community development. Consumer loans included $223 million of indirect
automobile loans. Substantially all of these loans were purchased from dealers
in Oklahoma. Approximately 10% of the indirect automobile loan portfolio was
considered sub-prime.

While BOK Financial continued to increase geographic diversification through
expansion into Texas, New Mexico and Colorado, geographic concentration subjects
the loan portfolio to the general economic conditions in Oklahoma. Table 14
presents the distribution of the major loan categories among BOK Financial's
principal market areas.


---------------------------------------------------------------------------------------------------------------------
Table 14 - Loans by Principal Market Area
(In thousands)

                                         Sept. 30,        June 30,        March 31,        Dec. 31,        Sept. 30,
                                            2004           2004              2004            2003            2003
                                    ---------------------------------------------------------------------------------
Oklahoma:
                                                                                                  
   Commercial                        $   2,914,917    $   2,843,013   $   2,811,555   $   2,802,852    $   2,713,411
   Commercial real estate                  746,444          795,145         833,317         789,868          742,444
   Residential mortgage                    819,537          770,749         716,512         699,274          691,233
   Residential mortgage held for sale       82,053           79,034          83,556          56,543          109,035
   Consumer                                343,680          336,057         332,036         324,305          313,113
                                    ---------------------------------------------------------------------------------
     Total Oklahoma                  $   4,906,631    $   4,823,998   $   4,776,976   $   4,672,842    $   4,569,236
                                    ---------------------------------------------------------------------------------

Texas:
   Commercial                        $     994,335    $     939,471   $     932,302   $     963,340    $     898,075
   Commercial real estate                  467,935          453,724         460,659         477,561          460,292
   Residential mortgage                    195,393          194,760         205,163         204,481          197,814
   Consumer                                 87,371           85,742          91,331         101,269           96,668
                                    ---------------------------------------------------------------------------------
     Total Texas                     $   1,745,034    $   1,673,697   $   1,689,455   $   1,746,651    $   1,652,849
                                    ---------------------------------------------------------------------------------

Albuquerque:
   Commercial                        $     331,027    $     317,647   $     317,488   $     297,896    $     296,710
   Commercial real estate                  195,390          175,537         161,529         175,745          167,412
   Residential mortgage                     64,105           65,184          64,887          66,179           65,853
   Consumer                                 11,687           11,251          10,837          11,070           10,371
                                    ---------------------------------------------------------------------------------
     Total Albuquerque               $     602,209    $     569,619   $     554,741   $     550,890    $     540,346
                                    ---------------------------------------------------------------------------------

Northwest Arkansas:
   Commercial                        $      64,789    $      61,252   $      58,398   $      63,480    $      68,977
   Commercial real estate                   69,075           65,980          59,181          75,452           77,607
   Residential mortgage                      9,022            9,289           8,271           6,245            5,209
   Consumer                                  4,998            3,018           2,970           2,671            2,480
                                    ---------------------------------------------------------------------------------
     Total Northwest Arkansas        $     147,884    $     139,539   $     128,820   $     147,848    $     154,273
                                    ---------------------------------------------------------------------------------

Colorado:
   Commercial                        $     193,381    $     172,318   $     199,922   $     209,134    $     203,049
   Commercial real estate                  142,280           99,156         104,539         111,466          124,328
   Residential mortgage                     32,704           40,417          37,563          39,464           41,971
   Consumer                                 14,043            6,356           8,560           5,594            5,504
                                    ---------------------------------------------------------------------------------
     Total Colorado                  $     382,408    $     318,247   $     350,584   $     365,658    $     374,852
                                    ---------------------------------------------------------------------------------

Total BOK Financial loans            $   7,784,166    $   7,525,100   $   7,500,576   $   7,483,889    $   7,291,556
                                    ---------------------------------------------------------------------------------


 16

Other Derivatives with Credit Risk

BOK Financial offers programs that permit its customers to hedge various risks.
Much of the focus of these programs had been on assisting energy producing
customers to hedge against price fluctuations and to take positions through
energy derivative contracts. Programs to assist customers in managing their
interest rate, foreign exchange and other commodity risks were added during
2003. Each of these programs work essentially the same way. Derivative contracts
are executed between the customers and BOk. Offsetting contracts are executed
between BOk and selected counterparties to minimize the risk to us of changes in
energy prices, interest rates or foreign exchange rates. The counterparty
contracts are identical to the customer contracts, except for a fixed pricing
spread or fee paid to BOk as compensation for administrative costs, credit risk
and profit.

These programs create credit risk for amounts due to BOk from its customers and
counterparties. Customer and counterparty credit risks are monitored through
existing policies. Margin collateral may be required from customers and
counterparties based on assessment of credit risk.

A deterioration of the credit standing of one or more counterparties may result
in BOK Financial recognizing a loss as the fair value of the affected contracts
may no longer move in tandem with the offsetting contracts. This could occur if,
for example, the credit standing of a counterparty deteriorated such that either
the fair value of energy production no longer supported the contract or the
counterparty's ability to provide margin collateral was impaired.

Derivative contracts are carried at fair value. At September 30, 2004, the fair
value derivative contracts reported as assets under these programs totaled $419
million. This included energy contracts with fair values of $412 million,
foreign exchange contracts with fair values of $4 million and interest rate
contracts with fair values of $3 million. The aggregate fair values of
offsetting liability contracts totaled $422 million. Approximately 60% of the
fair value of asset contracts was with customers. The credit risk of these
assets is generally backed by energy production. The remaining 40% of the fair
value of asset contracts was with counterparties. The maximum exposure to any
single customer or counterparty totaled $56 million.

Summary of Loan Loss Experience

The reserve for loan losses, which is available to absorb losses inherent in the
loan portfolio, totaled $129 million at September 30, 2004 and June 30, 2004 and
$127 million at September 30, 2003. These amounts represent 1.68%, 1.73%, and
1.77%, respectively, of total loans, excluding loans held for sale. Losses on
loans held for sale, principally mortgage loans accumulated for placement in
security pools, are charged to earnings through adjustments in the carrying
value. The reserve for loan losses also represented 249% of nonperforming loans
at September 30, 2004, compared with 224% at June 30, 2004 and 250% at September
30, 2003. Net loans charged-off during the third quarter totaled $4.8 million,
compared to $4.9 million in the second quarter of 2004 and $6.3 million in the
third quarter of 2003. Table 15 presents statistical information regarding the
reserve for loan losses.

 17


-------------------------------------------------------------------------------------------------------------------
Table 15 - Summary of Loan Loss Experience
(In thousands)
                                                                 Three Months Ended
                                   --------------------------------------------------------------------------------
                                         Sept. 30,      June 30,         March 31,     Dec. 31,         Sept. 30,
                                           2004           2004             2004          2003              2003
                                   --------------------------------------------------------------------------------
                                                                                              
Beginning balance                   $     128,905  $     129,838   $     128,639  $     126,971    $     122,772
 Loans charged off:
  Commercial                                2,712          2,826           4,188          3,116            4,362
  Commercial real estate                      254            617               -             37               46
  Residential mortgage                        392            231             349            594              590
  Consumer                                  3,521          2,998           3,425          3,802            3,158
-------------------------------------------------------------------------------------------------------------------
  Total                                     6,879          6,672           7,962          7,549            8,156
-------------------------------------------------------------------------------------------------------------------
 Recoveries of loans previously charged off:
   Commercial                                 811            359             580            111              553
   Commercial real estate                       -              4              17              2               40
   Residential mortgage                       125             87              20              6               25
   Consumer                                 1,163          1,302           1,517          1,097            1,234
-------------------------------------------------------------------------------------------------------------------
    Total                                   2,099          1,752           2,134          1,216            1,852
-------------------------------------------------------------------------------------------------------------------
Net loans charged off                       4,780          4,920           5,828          6,333            6,304
Provision for loan losses                   4,986          3,987           7,027          8,001            8,220
Additions due to acquisitions                   -              -               -              -            2,283
-------------------------------------------------------------------------------------------------------------------
Ending balance                      $     129,111  $     128,905   $     129,838  $     128,639    $     126,971
-------------------------------------------------------------------------------------------------------------------
 Reserve to loans outstanding
  at period-end (1)                          1.68%          1.73%           1.75%          1.73%            1.77%
 Net loan losses (annualized)
  to average loans (1)                       0.25           0.26            0.31           0.35             0.36
-------------------------------------------------------------------------------------------------------------------
(1) Excludes residential mortgage loans held for sale.


Specific reserves for impairment are determined through evaluation of estimated
future cash flows and collateral value. At September 30, 2004, specific
impairment reserves totaled $3.7 million on total impaired loans of $45 million.

Nonspecific reserves are maintained for risks beyond factors specific to an
individual loan or those identified through migration analysis. A range of
potential losses is determined for each factor identified, including general
economic conditions and concentration of large loans.

Evaluation of the loan loss reserve requires a significant level of assumptions
by management including estimation of future cash flows, collateral values,
relevance of historical loss trends to the loan portfolio and assessment of
current economic conditions on the borrowers' ability to repay. The required
loan loss reserve could be materially affected by changes in these assumptions.
The loan loss reserve is adequate to absorb losses inherent in the loan
portfolio based upon current conditions and information available to management.
However, actual losses may differ significantly due to changing conditions or
information that is not currently available.

Nonperforming Assets

Information regarding nonperforming assets, which totaled $58 million at
September 30, 2004, $62 million at June 30, 2004 and $59 million at September
30, 2003 is presented in Table 16. Nonperforming assets included nonaccrual
loans and excluded loans 90 days or more past due but still accruing interest.
Nonaccrual loans decreased $5.8 million during the third quarter of 2004. Newly
identified nonaccruing loans totaled $7.5 million. This increase in nonaccruing
loans was offset by $9.6 million from cash payments received and $3.2 million
from charge-offs and foreclosure.

 18


---------------------------------------------------------------------------------------------------------------------
Table 16 - Nonperforming Assets
(In thousands)
                                                   Sept. 30,     June 30,       March 31,    Dec. 31,      Sept. 30,
                                                      2004         2004           2004         2003          2003
                                               ----------------------------------------------------------------------
Nonaccrual loans:
                                                                                                
   Commercial                                   $    36,526   $    38,264   $    30,751  $    41,360   $    38,253
   Commercial real estate                             8,293        10,208         5,953        2,311         2,528
   Residential mortgage                               6,228         8,346         8,649        7,821         8,568
   Consumer                                             729           792         1,024        1,189         1,439
---------------------------------------------------------------------------------------------------------------------
   Total nonaccrual loans                            51,776        57,610        46,377       52,681        50,788
Other nonperforming assets                            6,038         4,776         5,954        7,186         7,920
---------------------------------------------------------------------------------------------------------------------
   Total nonperforming assets                   $    57,814   $    62,386   $    52,331  $    59,867   $    58,708
---------------------------------------------------------------------------------------------------------------------
Ratios:
 Reserve for loan losses to
  nonperforming loans                               249.36%       223.75%       279.96%      244.18%       250.00%
 Nonperforming loans to
  period-end loans (2)                                0.67          0.77          0.63         0.71          0.71
---------------------------------------------------------------------------------------------------------------------
Loans past due (90 days)  (1)                  $     9,173   $    10,280    $   16,376   $   14,944   $    12,372
---------------------------------------------------------------------------------------------------------------------

(1)  Includes residential mortgages 
     guaranteed by agencies of the U.S.
     Government.                               $     2,354   $     3,226    $    4,420   $    4,132   $     4,519
(2)  Excludes residential mortgage loans held for sale.
---------------------------------------------------------------------------------------------------------------------


The loan review process also identifies loans that possess more than the normal
amount of risk due to deterioration in the financial condition of the borrower
or value of the collateral. Because the borrowers are still performing in
accordance with the original terms of the loan agreements and no loss of
principal or interest is anticipated, these loans are not included in
nonperforming assets. Known information does, however, cause management to have
concerns as to the borrowers' ability to comply with current repayment terms.
Potential problem loans totaled $54 million at September 30, 2004 compared to
$60 million at June 30, 2004 and $56 million at September 30, 2003. At September
30, 2004, the composition of potential problem loans by primary industry
categories included $13 million from the services industries, $12 million from
energy and related services, $10 million from healthcare, and $8 million from
real estate.

Deposits

Average deposits for the third quarter of 2004 increased $254 million or 3%
compared to the second quarter of 2004. Average core deposits, which we define
as deposits of less than $100,000 excluding public funds and brokered time
deposits, totaled $5.0 billion or 52% of total average deposits. Average core
deposits increased $113 million or 2% compared to the second quarter of 2004.
Public funds represented 6% of total deposits, a decrease of $76 million or 11%
during these same periods. The decrease in public funds was due to the timing of
tax receipts. Brokered deposits increased $73 million or 21% and averaged $415
million for the third quarter of 2004. This increase reflected a strategy
initiated in the first quarter of 2004 of replacing non-core time deposits with
brokered deposits. Because the brokered time deposits have more standardized
terms, they can be hedged more effectively. A discussion of the hedging of
brokered time deposits with interest rate swaps is included in the Market Risk
section of this report. The remaining deposits were comprised of account
balances in excess of $100,000. These deposits totaled $3.6 billion or 37% of
total average deposits, an increase of 4% over the second quarter of 2004.

The distribution of deposit accounts among BOK Financial's principal markets at
each quarter end is shown in Table 17. Total interest-bearing deposits grew by
17% and 4%, respectively, in the Colorado and New Mexico markets. This growth
was offset by a 3% reduction in the Oklahoma market.

 19


---------------------------------------------------------------------------------------------------------------------
Table 17 - Deposits by Principal Market Area
(In thousands)
                                         Sept. 30,        June 30,       March 31,        Dec. 31,         Sept. 30,
                                            2004            2004           2004             2003             2003
                                    ---------------------------------------------------------------------------------
Oklahoma:
                                                                                                  
   Demand                            $   1,045,981   $   1,069,823    $   1,137,710   $   1,025,483    $     944,670
   Interest-bearing:
     Transaction                         2,167,279       2,229,366        2,212,752       2,246,675        2,098,537
     Savings                                92,275          96,091          101,656          98,611          103,292
     Time                                2,543,292       2,615,179        2,439,732       2,403,293        2,498,235
                                    ---------------------------------------------------------------------------------
   Total interest-bearing                4,802,846       4,940,636        4,754,140       4,748,579        4,700,064
                                    ---------------------------------------------------------------------------------
     Total Oklahoma                  $   5,848,827   $   6,010,459    $   5,891,850   $   5,774,062    $   5,644,734
                                    ---------------------------------------------------------------------------------

Texas:
   Demand                            $     587,181   $     578,727    $     562,089   $     421,292    $     427,473
   Interest-bearing:
     Transaction                         1,118,960       1,124,279        1,087,918       1,213,777        1,064,835
     Savings                                32,244          34,370           34,734          35,702           36,594
     Time                                  581,017         548,001          526,082         505,463          507,702
                                    ---------------------------------------------------------------------------------
   Total interest-bearing                1,732,221       1,706,650        1,648,734       1,754,942        1,609,131
                                    ---------------------------------------------------------------------------------
     Total Texas                     $   2,319,402   $   2,285,377    $   2,210,823   $   2,176,234    $   2,036,604
                                    ---------------------------------------------------------------------------------

Albuquerque:
   Demand                            $     146,163   $     135,648    $     124,557   $     106,050    $     103,262
   Interest-bearing:
     Transaction                           345,851         350,453          347,763         370,294          348,579
     Savings                                18,102          19,153           20,306          20,728           22,720
     Time                                  385,139         353,650          329,063         317,924          306,920
                                    ---------------------------------------------------------------------------------
   Total interest-bearing                  749,092         723,256          697,132         708,946          678,219
                                    ---------------------------------------------------------------------------------
     Total Albuquerque               $     895,255   $     858,904    $     821,689   $     814,996    $     781,481
                                    ---------------------------------------------------------------------------------

Northwest Arkansas:
   Demand                            $      15,242   $      11,816    $      12,402   $      16,351    $      15,788
   Interest-bearing:
     Transaction                            24,462          21,929           24,003          28,411           22,226
     Savings                                 1,302           1,191            1,545           1,341            1,059
     Time                                  107,576         112,634           90,699         105,598          123,789
                                    ---------------------------------------------------------------------------------
   Total interest-bearing                  133,340         135,754          116,247         135,350          147,074
                                    ---------------------------------------------------------------------------------
     Total Northwest Arkansas        $     148,582   $     147,570    $     128,649   $     151,701    $     162,862
                                    ---------------------------------------------------------------------------------

Colorado:
   Demand                            $      61,865   $      81,478    $      84,505   $      79,424    $      75,183
   Interest-bearing:
     Transaction                           203,349         166,139          166,179         162,651          164,350
     Savings                                19,085          19,021           19,847          18,347           17,140
     Time                                   43,076          41,361           42,032          42,448           44,871
                                    ---------------------------------------------------------------------------------
   Total interest-bearing                  265,510         226,521          228,058         223,446          226,361
                                    ---------------------------------------------------------------------------------
     Total Colorado                  $     327,375   $     307,999    $     312,563   $     302,870    $     301,544
                                    ---------------------------------------------------------------------------------

Total BOK Financial deposits         $   9,539,441   $   9,610,309    $   9,365,574   $   9,219,863    $   8,927,225
                                    ---------------------------------------------------------------------------------


 20

Capital

Shareholders' equity increased $98 million during the third quarter of 2004 and
totaled $1.4 billion at September 30, 2004. Net income for the quarter provided
$47.8 million of the growth in shareholders' equity. The remainder was provided
primarily by a $46.0 million increase in accumulated other comprehensive income.
The increase in accumulated other comprehensive income resulted from
appreciation in the fair value of BOK Financial's portfolio of available for
sale securities due to falling interest rates.

BOK Financial and its subsidiary banks are subject to various capital
requirements administered by the federal banking agencies. Failure to meet
minimum capital requirements can result in certain mandatory and additional
discretionary actions by regulators that could have a material effect on
operations. These capital requirements include quantitative measures of assets,
liabilities and certain off-balance sheet items. The capital standards are also
subject to qualitative judgments by the regulatory agencies about components,
risk weightings and other factors. For a banking institution to qualify as well
capitalized, as defined by the banking agencies, its risk-based Tier I, Total
and Leverage capital ratios must be at least 6%, 10% and 5%, respectively. BOK
Financial's capital ratios are presented in Table 18. Additionally, each
subsidiary bank exceeds the regulatory definition of well capitalized.


--------------------------------------------------------------------------------------------------------------------
Table 18 - Capital Ratios
                                             Sept. 30,       June 30,      March 31,        Dec.31,      Sept. 30, 
                                               2004            2004          2004            2003          2003
                                           -------------------------------------------------------------------------
Average shareholders' equity
                                                                                              
  to average assets                            9.21%           9.20%          9.24%          9.06%         9.03%
Risk-based capital:
  Tier 1 capital                               9.82            9.82           9.44           9.15          8.84
  Total capital                               11.56           11.93          11.59          11.31         11.02
Leverage                                       7.81            7.52           7.36           7.17          7.03


During 2002, BOK Financial issued shares of common stock for its purchase of
Bank of Tanglewood. In addition, BOK Financial agreed to a limited price
guarantee on a portion of the shares issued in this purchase. Pursuant to this
guarantee, any holder of BOK Financial common shares issued in this acquisition
may annually make a claim for the excess of the guaranteed price and the actual
sales price of any shares sold during a 60-day period after each of the first
five anniversary dates after October 25, 2002. The maximum annual number of
shares subject to this guarantee is 210,069. BOK Financial may elect, in its
sole discretion, to issue additional shares of common stock to satisfy any
obligation under the price guarantee or to pay cash.

BOK Financial will not be required to issue additional common shares if the
market value per share of common stock remains above the highest benchmark price
of $42.53. The closing price per share of BOK Financial common stock on
September 30, 2004 was $44.61.

 21

Market Risk

Market risk is a broad term for the risk of economic loss due to adverse changes
in the fair value of a financial instrument. These changes may be the result of
various factors, including interest rates, foreign exchange prices, commodity
prices or equity prices. Financial instruments that are subject to market risk
can be classified either as held for trading or held for purposes other than
trading.

BOK Financial is subject to market risk primarily through the effect of changes
in interest rates on both its assets held for purposes other than trading and
trading assets. The effects of other changes, such as foreign exchange rates,
commodity prices or equity prices do not pose significant market risk to BOK
Financial. BOK Financial has no material investments in assets that are affected
by changes in foreign exchange rates or equity prices. Energy derivative
contracts, which are affected by changes in commodity prices, are matched
against offsetting contracts as previously discussed.

Responsibility for managing market risk rests with the Asset / Liability
Committee that operates under policy guidelines established by the Board of
Directors. The acceptable negative variation in net interest revenue, net income
or economic value of equity due to a specified basis point increase or decrease
in interest rates is generally limited by these guidelines to +/- 10%. These
guidelines also set maximum levels for short-term borrowings, short-term assets,
public funds, and brokered deposits, and establish minimum levels for unpledged
assets, among other things. Compliance with these guidelines is reviewed
monthly.


Interest Rate Risk - Other than Trading

As of September 30, 2004, BOK Financial has approximately 61% of total loans in
variable rate loans and a large portion of its liabilities in demand deposit
accounts and interest-bearing transaction accounts. Changes in interest rates
affect earning assets more rapidly than interest-bearing liabilities in the
short term. Management has adopted several strategies to reduce this interest
rate sensitivity. As previously noted in the Net Interest Revenue section of
this report, management acquires securities that are funded by borrowings in the
capital markets. These securities have an expected average duration of
approximately 3.0 years while the related funds borrowed have an average
duration of 90 days. Securities purchased and funds borrowed under this strategy
averaged $1.8 billion during the third quarter of 2004.

BOK Financial uses interest rate swaps in managing its interest rate
sensitivity. These products are generally used to more closely match interest on
certain loans with funding sources and long-term certificates of deposit with
earning assets. During the third quarters of 2004 and 2003, net interest revenue
increased $3.5 million and $4.3 million, respectively, from periodic settlements
of these contracts.

Interest rate derivatives with notional amounts of $492 million have been
designated as fair value hedges of fixed-rate brokered certificates of deposit
and debt. During the third quarter of 2004, the fair values of these derivatives
increased $6.2 million. The corresponding fair values of the hedged liabilities
decreased $6.0 million during this same period. The net effect of these changes
in fair values, combined with changes in fair value of interest rate derivatives
not designated as hedges for accounting purposes, resulted in a net loss of $507
thousand in the third quarter of 2004. This is compared with a loss of $4.7
million in the third quarter of 2003 from adjustments of interest rate swaps to
fair value. No interest rate derivatives were designated as hedges in the prior
year. Credit risk from these swaps is closely monitored. Derivative contracts
are not used for speculative purposes.

 22


---------------------------------------------------------------------------------------------------------------------
Table 19 - Interest Rate Swaps
(In Thousands)
                     Notional                Pay                  Receive             Positive         Negative
                      Amount                 Rate                   Rate             Fair Value       Fair Value
                -----------------------------------------------------------------------------------------------------
Expiration:
                                                                                              
2004               $   195,000              2.02%              4.09% - 4.20%       $       417     $          -
2005                    85,000             1.84%(1)            1.57% - 2.36%                21              (72)
2006                    93,424         1.84%(1) - 5.43%       1.84%(1) - 4.45%             233           (1,059)
2007                   200,000             1.84%(1)            2.75% - 3.17%                 5             (398)
2008                   122,000       1.84%(1) - 4.75%(2)       2.90% - 5.99%                 5           (1,055)
2009                    65,000             1.84%(1)            3.26% - 4.43%             1,370             (180)
2010                    10,000             1.84%(1)            3.54% - 3.77%                 -             (116)
2011                    64,226         1.84%(1) - 5.51%       1.84%(1) - 4.10%              29           (1,678)
---------------------------------------------------------------------------------------------------------------------
                                                                                    $    2,080        $  (4,558)
                                                                                  -----------------------------------
(1) Rates are variable based on LIBOR and reset monthly or quarterly. 
(2) Rate is variable based on the National Prime Rate.


The effectiveness of these strategies in managing the overall interest rate risk
is evaluated through the use of an asset/liability model. BOK Financial performs
a sensitivity analysis to identify more dynamic interest rate risk exposures,
including embedded option positions, on net interest revenue, net income and
economic value of equity. A simulation model is used to estimate the effect of
changes in interest rates over the next twelve and 24 months based on eight
interest rate scenarios. Three specified interest rate scenarios are used to
evaluate interest rate risk. These are a "most likely" rate scenario and two
"shock test" scenarios, first assuming a sustained parallel 200 basis point
increase and second assuming a sustained parallel 100 basis point decrease in
interest rates. Management historically evaluated interest rate sensitivity for
a sustained 200 basis point decrease in rates. However, these results are not
meaningful in the current low-rate environment. An independent source is used to
determine the most likely interest rate scenario.

BOK Financial's primary interest rate exposures included the Federal Funds rate,
which affects short-term borrowings, and the prime lending rate and the London
Interbank Offering Rate, which are the basis for much of the variable-rate loan
pricing. Additionally, mortgage rates directly affect the prepayment speeds for
mortgage-backed securities and mortgage servicing rights. Derivative financial
instruments and other financial instruments used for purposes other than trading
are included in this simulation. The model incorporates assumptions regarding
the effects of changes in interest rates and account balances on indeterminable
maturity deposits based on a combination of historical analysis and expected
behavior. The impact of planned growth and new business activities is factored
into the simulation model. The effects of changes in interest rates on the value
of mortgage servicing rights are excluded from Table 20 due to the extreme
volatility over such a large rate range. The effects of interest rate changes on
the value of mortgage servicing rights and securities identified as economic
hedges are presented in the Lines of Business - Mortgage Banking section of this
report.

The simulations used to manage market risk are based on numerous assumptions
regarding the effects of changes in interest rates on the timing and extent of
repricing characteristics, future cash flows and customer behavior. These
assumptions are inherently uncertain and, as a result, the model cannot
precisely estimate net interest revenue, net income or economic value of equity
or precisely predict the impact of higher or lower interest rates on net
interest revenue, net income or economic value of equity. Actual results will
differ from simulated results due to timing, magnitude and frequency of interest
rate changes, market conditions and management strategies, among other factors.

 23


Table 20 - Interest Rate Sensitivity
 (Dollars in Thousands)

                                         Increase                       Decrease
                                 --------------------------    ---------------------------    -------------------------
                                          200 bp                         100 bp                     Most Likely
                                 --------------------------    ---------------------------    -------------------------
                                     2004         2003             2004          2003             2004         2003
                                 ------------- ------------    ------------ --------------    ------------ ------------
Anticipated impact over the 
   next twelve months:
                                                                                                           
   Net interest revenue           $     7,635    $   7,711        $ (8,748)      $ (5,123)      $   4,791     $  1,446        
                                          1.7%         1.8%           (1.9)%         (1.2)%           1.1%         0.3%         
-----------------------------------------------------------------------------------------------------------------------

   Net income                     $     4,772    $   4,819        $ (5,468)      $ (3,202)      $   2,994     $    904
                                          2.6%         2.9%           (2.9)%         (1.9)%           1.6%         0.5%
-----------------------------------------------------------------------------------------------------------------------

   Economic value of equity       $   (74,006)   $ (84,053)       $   (756)      $  8,726       $ (11,403)    $(11,223)
                                         (4.4)%       (5.9)%           0.0%           0.6%           (0.7)%       (0.8)%
-----------------------------------------------------------------------------------------------------------------------


Trading Activities

BOK Financial enters into trading activities both as an intermediary for
customers and for its own account. As an intermediary, BOK Financial will take
positions in securities, generally mortgage-backed securities, government agency
securities, and municipal bonds. These securities are purchased for resale to
customers, which include individuals, corporations, foundations and financial
institutions. BOK Financial will also take trading positions in U.S. Treasury
securities, mortgage-backed securities, municipal bonds and financial futures
for its own account. These positions are taken with the objective of generating
trading profits. Both of these activities involve interest rate risk.

A variety of methods are used to manage the interest rate risk of trading
activities. These methods include daily marking of all positions to market
value, independent verification of inventory pricing, and position limits for
each trading activity. Hedges in either the futures or cash markets may be used
to reduce the risk associated with some trading programs. The Risk Management
Department monitors trading activity daily and reports to senior management and
the Risk Oversight and Audit Committee of the BOK Financial Board of Directors
any exceptions to trading position limits and risk management policy exceptions.

BOK Financial uses a Value at Risk ("VAR") methodology to measure the market
risk inherent in its trading activities. VAR is calculated based upon historical
simulations over the past five years using a variance / covariance matrix of
interest rate changes. It represents an amount of market loss that is likely to
be exceeded only one out of every 100 two-week periods. Trading positions are
managed within guidelines approved by the Board of Directors. These guidelines
limit the VAR to $1.6 million. At September 30, 2004, the VAR was $165 thousand.
The greatest value at risk during the third quarter of 2004 was $553 thousand.


Controls and Procedures

As required by Rule 13a-15(b), BOK Financial's management, including the Chief
Executive Officer and Chief Financial Officer, conducted an evaluation as of the
end of the period covered by their report, of the effectiveness of the company's
disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e).
Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the disclosure controls and procedures were effective as
of the end of the period covered by this report. As required by Rule 13a-15(d),
BOK Financial's management, including the Chief Executive Officer and Chief
Financial Officer, also conducted an evaluation of the company's internal
controls over financial reporting to determine whether any changes occurred
during the quarter covered by this report that have materially affected, or are
reasonably likely to materially affect, the company's internal controls over
financial reporting. Based on that evaluation, there has been no such change
during the quarter covered by this report.

 24

Forward-Looking Statements

This report contains forward-looking statements that are based on management's
beliefs, assumptions, current expectations, estimates, and projections about BOK
Financial, the financial services industry and the economy in general. Words
such as "anticipates," "believes," "estimates," "expects," "forecasts," "plans,"
"projects," variations of such words and similar expressions are intended to
identify such forward-looking statements. Management judgments relating to and
discussion of the provision and reserve for loan losses and valuation of
mortgage servicing rights involve judgments as to expected events and are
inherently forward-looking statements. Assessments that BOK Financial's
acquisitions and other growth endeavors will be profitable are necessary
statements of belief as to the outcome of future events, based in part on
information provided by others that BOK Financial has not independently
verified. These statements are not guarantees of future performance and involve
certain risks, uncertainties and assumptions that are difficult to predict with
regard to timing, extent, likelihood and degree of occurrence. Therefore, actual
results and outcomes may materially differ from what is expressed, implied, or
forecasted in such forward-looking statements. Internal and external factors
that might cause such a difference include, but are not limited to: (1) the
ability to fully realize expected cost savings from mergers within the expected
time frames, (2) the ability of other companies on which BOK Financial relies to
provide goods and services in a timely and accurate manner, (3) changes in
interest rates and interest rate relationships, (4) demand for products and
services, (5) the degree of competition by traditional and nontraditional
competitors, (6) changes in banking regulations, tax laws, prices, levies, and
assessments, (7) the impact of technological advances, and (8) trends in
customer behavior as well as their ability to repay loans. BOK Financial and its
affiliates undertake no obligation to update, amend, or clarify forward-looking
statements, whether as a result of new information, future events or otherwise.


Report of Management on Consolidated Financial Statements

Management is responsible for the unaudited consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. In management's opinion, the accompanying
unaudited consolidated financial statements and all related information in this
report contain all adjustments (consisting of normal recurring accruals)
necessary to present fairly the financial conditions, results of operations and
cash flows of BOK Financial and its subsidiaries at the dates and for the
periods presented.

BOK Financial and its subsidiaries maintain a system of internal accounting
controls designed to provide reasonable assurance that transactions are executed
in accordance with management's general or specific authorization, and are
recorded as necessary to maintain accountability for assets and to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States. This system includes written policies
and procedures, a corporate code of conduct, an internal audit program and
standards for the hiring and training of qualified personnel.

The Board of Directors of BOK Financial maintains a Risk Oversight and Audit
Committee consisting of outside directors that meet periodically with management
and BOK Financial's internal and independent auditors. The Committee considers
the audit and nonaudit services to be performed by the independent auditors,
makes arrangements for the internal and independent audits and recommends BOK
Financial's selection of independent auditors. The Committee also reviews the
results of the internal and independent audits, critical accounting policies and
practices, and various shareholder reports and other reports and filings.

The financial information included in this interim report has been prepared by
management without audit by an independent registered public accounting firm and
should be read in conjunction with BOK Financial's 2003 Form 10-K filed with the
Securities and Exchange Commission which contains audited financial statements.

 25


------------------------------------------------------- --- --------- --- ------------ -------------------------------------
Consolidated Statements of Earnings (Unaudited)
(Dollars In Thousands, Except Per Share Data)
                                                              Three Months Ended                    Nine Months Ended
                                                                 September 30,                        September 30,
                                                             2004            2003               2004               2003
                                                          -----------------------------------------------------------------
Interest Revenue
                                                                                                         
Loans                                                  $    104,092    $     92,883       $    297,358      $    279,805
Taxable securities                                           50,847          42,698            147,684           134,743
Tax-exempt securities                                         1,861           1,892              5,499             6,032
---------------------------------------------------------------------------------------------------------------------------
   Total securities                                          52,708          44,590            153,183           140,775
---------------------------------------------------------------------------------------------------------------------------
Trading securities                                              136             280                473               494
Funds sold and resell agreements                                 91              51                183               216
---------------------------------------------------------------------------------------------------------------------------
   Total interest revenue                                   157,027         137,804            451,197           421,290
---------------------------------------------------------------------------------------------------------------------------
Interest Expense
Deposits                                                     37,213          31,263            103,837            99,203
Other borrowings                                              9,663           7,588             24,747            24,536
Subordinated debentures                                       1,766           2,421              5,832             7,261
---------------------------------------------------------------------------------------------------------------------------
   Total interest expense                                    48,642          41,272            134,416           131,000
---------------------------------------------------------------------------------------------------------------------------
Net Interest Revenue                                        108,385          96,532            316,781           290,290
Provision for Loan Losses                                     4,986           8,220             16,000            27,635
---------------------------------------------------------------------------------------------------------------------------
Net Interest Revenue After Loan Loss Provision              103,399          88,312            300,781           262,655
---------------------------------------------------------------------------------------------------------------------------
Other Operating Revenue
Brokerage and trading revenue                                10,209          12,220             31,386            31,893
Transaction card revenue                                     16,677          14,260             48,218            40,995
Trust fees and commissions                                   15,091          11,762             42,739            32,787
Service charges and fees on deposit accounts                 24,292          21,106             70,375            59,696
Mortgage banking revenue, net                                 6,606          12,735             21,905            44,879
Leasing revenue                                                 723             949              2,470             2,603
Other revenue                                                 5,243           7,098             17,641            17,313
---------------------------------------------------------------------------------------------------------------------------
Total fees and commissions revenue                           78,841          80,130            234,734           230,166
---------------------------------------------------------------------------------------------------------------------------
Gain on sales of assets                                          78              14                797               752
Gain (loss) on securities, net                                2,673         (12,007)            (4,055)            8,139
Loss on derivatives, net                                       (506)         (4,709)            (1,300)           (7,116)
---------------------------------------------------------------------------------------------------------------------------
Total other operating revenue                                81,086          63,428            230,176           231,941
---------------------------------------------------------------------------------------------------------------------------
Other Operating Expense
Personnel                                                    60,524          56,915            178,543           164,283
Business promotion                                            3,671           2,912             10,852             9,164
Contribution of stock to BOK Charitable Foundation                -               -              4,125                 -
Professional fees and services                                3,658           4,454             11,551            13,623
Net occupancy and equipment                                  11,733          11,600             35,316            33,901
Data processing and communications                           14,918          13,008             44,829            37,668
Printing, postage and supplies                                3,770           3,459             10,217            10,341
Amortization of intangible assets                             1,991           1,959              6,250             5,513
Mortgage banking costs                                        3,962           8,268             14,238            34,191
Provision (recovery) for impairment of mortgage
   servicing rights                                           5,900         (16,186)            (1,262)          (20,663)
Other expense                                                 4,075           4,743             14,983            14,810
---------------------------------------------------------------------------------------------------------------------------
Total other operating expense                               114,202          91,132            329,642           302,831
---------------------------------------------------------------------------------------------------------------------------
Income Before Taxes                                          70,283          60,608            201,315           191,765
Federal and state income tax                                 22,501          21,792             68,848            68,707
---------------------------------------------------------------------------------------------------------------------------
Net Income                                             $     47,782    $     38,816       $    132,467      $    123,058
---------------------------------------------------------------------------------------------------------------------------

Earnings Per Share:
---------------------------------------------------------------------------------------------------------------------------
   Basic                                               $      0.79     $      0.65        $      2.21       $      2.08
---------------------------------------------------------------------------------------------------------------------------
   Diluted                                             $      0.72     $      0.58        $      1.99       $      1.85
---------------------------------------------------------------------------------------------------------------------------

Average Shares Used in Computation:
---------------------------------------------------------------------------------------------------------------------------
   Basic                                                  59,197,676       58,770,968        59,132,074        58,649,127
---------------------------------------------------------------------------------------------------------------------------
   Diluted                                                66,802,600       66,633,574        66,722,933        66,501,721
---------------------------------------------------------------------------------------------------------------------------


See accompanying notes to consolidated financial statements.

 26

                                                         
--------------------------------------------------------------------------------------------------------------------
Consolidated Balance Sheets
(Dollars In Thousands, Except Per Share Data)

                                                                  September 30,    December 31,      September 30,
                                                                      2004             2003               2003
                                                                  --------------------------------------------------
                                                                   (Unaudited)                        (Unaudited)
Assets
                                                                                                     
Cash and due from banks                                        $      521,697    $      629,480    $      584,905
Funds sold and resell agreements                                       49,674            14,432            22,200
Trading securities                                                     12,742             7,823            19,238
Securities:
  Available for sale                                                4,146,873         3,833,449         3,559,559
  Available for sale securities pledged to creditors                  548,637           685,419           449,965
  Investment (fair value:  September 30, 2004 - $221,350;
    December 31, 2003 - $191,256;
    September 30, 2003 - $195,827)                                    218,886           187,951           192,877
--------------------------------------------------------------------------------------------------------------------
    Total securities                                                4,914,396         4,706,819         4,202,401
--------------------------------------------------------------------------------------------------------------------
Loans                                                               7,784,166         7,483,889         7,291,556
Less reserve for loan losses                                         (129,111)         (128,639)         (126,971)
--------------------------------------------------------------------------------------------------------------------
  Loans, net of reserve                                             7,655,055         7,355,250         7,164,585
--------------------------------------------------------------------------------------------------------------------
Premises and equipment, net                                           171,617           175,901           167,813
Accrued revenue receivable                                             71,982            74,980            59,575
Intangible assets, net                                                244,483           250,686           251,470
Mortgage servicing rights, net                                         46,227            48,550            48,392
Real estate and other repossessed assets                                6,038             7,186             7,920
Bankers' acceptances                                                   24,105            30,884            45,810
Receivable on unsettled security transactions                          22,589                 -           260,961
Derivative contracts                                                  419,882           149,100           111,406
Other assets                                                          217,550           130,652           154,120
--------------------------------------------------------------------------------------------------------------------
         Total assets                                          $   14,378,037    $   13,581,743    $   13,100,796
--------------------------------------------------------------------------------------------------------------------

Liabilities and Shareholders' Equity
Noninterest-bearing demand deposits                            $    1,856,432    $    1,648,600    $    1,566,376
Interest-bearing deposits:
  Transaction                                                       3,859,901         4,021,808         3,698,527
  Savings                                                             163,008           174,729           180,805
  Time                                                              3,660,100         3,374,726         3,481,517
--------------------------------------------------------------------------------------------------------------------
  Total deposits                                                    9,539,441         9,219,863         8,927,225
--------------------------------------------------------------------------------------------------------------------
Funds purchased and repurchase agreements                           1,717,639         1,609,668         1,437,902
Other borrowings                                                    1,022,347         1,016,650         1,098,647
Subordinated debentures                                               153,121           154,332           154,756
Accrued interest, taxes and expense                                    57,228            85,409            68,583
Bankers' acceptances                                                   24,105            30,884            45,810
Due on unsettled security transactions                                      -             8,259                 -
Derivative contracts                                                  425,532           149,326           109,592
Other liabilities                                                      81,965            78,722            70,874
--------------------------------------------------------------------------------------------------------------------
         Total liabilities                                         13,021,378        12,353,113        11,913,389
--------------------------------------------------------------------------------------------------------------------
Shareholders' equity:
Preferred stock                                                            12                12                25
Common stock ($.00006 par value; 2,500,000,000
  shares authorized; shares issued and outstanding:
  September 30, 2004 - 60,186,377;  December 31, 2003
  -  58,055,697; September 30, 2003 - 57,878,009)                           4                 4                 4
Capital surplus                                                       624,257           546,594           540,322
Retained earnings                                                     763,081           698,052           663,125
Treasury stock (shares at cost: September 30, 2004 - 950,206;
  December 31, 2003 - 848,892; September 30, 2003 - 801,192)          (28,714)          (24,491)          (21,856)
Accumulated other comprehensive income (loss)                          (1,981)            8,459             5,787
--------------------------------------------------------------------------------------------------------------------
         Total shareholders' equity                                 1,356,659         1,228,630         1,187,407
--------------------------------------------------------------------------------------------------------------------
         Total liabilities and shareholders' equity            $   14,378,037    $   13,581,743    $   13,100,796
--------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.


 27


---------------------------------------------------------------------------------------------------------------------------
Consolidated Statements of Changes in
Shareholders' Equity (Unaudited)
(In Thousands)
                                                             Accumulated
                                                                Other
                         Preferred Stock      Common Stock  Comprehensive                       Treasury Stock                     
                       ------------------------------------     Income    Capital   Retained --------------------
                          Shares   Amount    Shares   Amount    (Loss)    Surplus   Earnings   Shares    Amount     Total
                       -------------------------------------------------------------------------------------------------------
Balances at
                                                                                               
 December 31, 2002     250,000    $  25      55,750    $   3     $ 43,088  $475,054   $598,777     683    $(17,421) $1,099,526
Comprehensive income:
 Net income                  -        -           -        -         -            -    123,058       -          -      123,058
 Other comprehensive
   income, net of tax:
   Unrealized gain (loss)                           
     on securities                    
     available for sale (1)  -        -           -        -      (37,301)        -          -       -          -      (37,301)
                                                                                                                    ----------
    Comprehensive income                                                                                                85,757
                                                                                                                    ----------
Exercise of stock options    -        -         425        -            -     6,324          -      97      (3,691)      2,633
Tax benefit on exercise of
   stock options             -        -           -        -            -     2,750          -       -           -       2,750     
Stock-based compensation     -        -           -        -            -    (2,849)         -       -           -      (2,849)
Cash dividends on
  preferred stock            -        -           -        -            -         -       (375)      -           -        (375)
Dividends paid in shares
  of common stock:
   Common stock              -        -       1,680        1            -    58,293    (57,585)     21        (744)        (35)
   Preferred stock           -        -          23        -            -       750       (750)      -           -           -
------------------------------------------------------------------------------------------------------------------------------
Balances at
  September 30, 2003   250,000    $  25      57,878    $   4      $ 5,787  $540,322   $663,125     801    $(21,856) $1,187,407
------------------------------------------------------------------------------------------------------------------------------

Balances at
 December 31, 2003     250,000    $  12      58,056    $   4      $ 8,459  $546,594   $698,052     849    $(24,491) $1,228,630
Comprehensive income:
 Net income                  -        -           -        -            -         -    132,467       -           -     132,467
 Other comprehensive
   income, net of tax:
   Unrealized gain (loss)
     on securities         
     available for sale (1)  -        -           -        -      (10,440)        -          -       -           -     (10,440)
                                                                                                                    ----------
    Comprehensive income                                                                                               122,027
                                                                                                                    ----------
Exercise of stock options    -        -         381        -            -     6,427          -      74      (3,184)      3,243
Conversion of preferred
   stock to common         (13)       -           -        -            -         -          -       -           -           -
Tax benefit on exercise of
   stock options             -        -           -        -            -     4,117          -       -           -       4,117
Stock-based compensation     -        -           -        -            -       181          -       -           -         181
Cash dividends on
   preferred stock           -        -           -        -            -         -     (1,500)      -           -      (1,500)
Dividends paid in shares
  of common stock:
   Common stock              -        -       1,749        -            -    66,938    (65,938)     27      (1,039)        (39)
------------------------------------------------------------------------------------------------------------------------------

Balances at
    September 30, 2004 249,987    $  12      60,186   $    4     $ (1,981)$ 624,257  $ 763,081     950    $(28,714) $1,356,659
------------------------------------------------------------------------------------------------------------------------------

(1)                                                       Sept. 30, 2004    Sept. 30, 2003
                                                          --------------    ---------------
Changes in other comprehensive income:
  Unrealized losses on available for sale securities      $     (21,211)    $     (53,069)
  Tax benefit on unrealized losses on
    available for sale securities                                 8,293            20,741
  Reclassification adjustment for (gains)
    losses realized and included in net income                    4,055            (8,139)
  Reclassification adjustment for tax
    expense (benefit) on realized (gains)losses                  (1,577)            3,166
                                                         ----------------------------------
Net change in unrealized gains (losses) on securities     $     (10,440)    $     (37,301)
                                                         ----------------------------------


See accompanying notes to consolidated financial statements.

 28


--------------------------------------------------------------------------------------------------------------------
Consolidated Statements of Cash Flows (Unaudited)
(In Thousands)
                                                                                        Nine Months Ended
                                                                                          September 30,
                                                                              --------------------------------------
                                                                                       2004               2003
                                                                              --------------------------------------
Cash Flows From Operating Activities:
                                                                                                     
Net income                                                                      $    132,467      $    123,058
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Provision for loan losses                                                           16,000            27,635
  Recovery for mortgage servicing rights                                              (1,262)          (20,663)
  Unrealized losses from derivatives                                                   4,527             5,991
  Stock-based compensation                                                             7,708             5,182
  Tax benefit of stock option exercises                                                4,117             2,750
  Depreciation and amortization                                                       36,439            51,574
  Net amortization of financial instrument discounts and premiums                     (1,753)            8,734
  Net gain on sale of assets                                                          (4,822)          (41,442)
  Mortgage loans originated for resale                                              (496,770)       (1,155,051)
  Proceeds from sale of mortgage loans held for resale                               509,223         1,211,791
  Change in trading securities                                                        (4,919)          (14,128)
  Change in accrued revenue receivable                                                 2,998            12,443
  Change in other operating assets                                                   (33,500)          (54,610)
  Change in accrued interest, taxes and expense                                      (28,181)           (5,460)
  Change in other liabilities                                                         36,093           (13,421)
--------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                            178,365           144,383
--------------------------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities:
  Proceeds from maturities of investment securities                                   57,009            57,907
  Proceeds from maturities of available for sale securities                          714,693         2,352,037
  Purchases of investment securities                                                 (88,016)          (52,972)
  Purchases of available for sale securities                                      (2,901,008)       (6,826,820)
  Proceeds from sales of available for sale securities                             1,969,077         4,335,687
  Loans originated or acquired net of principal collected                           (379,988)         (490,840)
  Payments on derivative asset contracts                                            (163,605)          (33,526)
  Net change in other investment assets                                                6,157            (2,440)
  Proceeds from disposition of assets                                                 62,273            59,954
  Purchases of assets                                                                (25,700)          (45,931)
--------------------------------------------------------------------------------------------------------------------
  Net cash used by investing activities                                             (749,108)         (646,944)
--------------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities:
  Net change in demand deposits, transaction
    deposits, money market deposits, and savings accounts                             34,204           585,174
  Net change in certificates of deposit                                              285,374           214,114
  Net change in other borrowings                                                     113,668          (119,159)
  Proceeds from derivative liability contracts                                       164,503            35,696
  Net change in derivative margin accounts                                           (70,403)          (37,537)
  Change in amount due on unsettled security transactions                            (30,848)         (195,060)
  Issuance of preferred, common and treasury stock, net                                3,243             2,633
  Payment of dividends                                                                (1,539)             (410)
--------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                            498,202           485,451
--------------------------------------------------------------------------------------------------------------------
Net change in cash and cash equivalents                                              (72,541)          (17,110)
Cash and cash equivalents at beginning of period                                     643,912           624,215
--------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                      $    571,371      $    607,105
--------------------------------------------------------------------------------------------------------------------

Cash paid for interest                                                          $    137,839      $    137,800
--------------------------------------------------------------------------------------------------------------------
Cash paid for taxes                                                             $     63,553      $     56,189
--------------------------------------------------------------------------------------------------------------------
Net loans transferred to repossessed real estate
    and other assets                                                            $      4,654      $        356
--------------------------------------------------------------------------------------------------------------------
Payment of dividends in common stock                                            $     65,899      $     58,335
--------------------------------------------------------------------------------------------------------------------


See accompanying notes to consolidated financial statements.

 29

Notes to Consolidated Financial Statements (Unaudited)


(1) Accounting Policies

Basis of Presentation

The Consolidated Financial Statements of BOK Financial Corporation ("BOK
Financial") have been prepared in conformity with accounting principles
generally accepted in the United States, including general practices of the
banking industry. The consolidated financial statements include the accounts of
BOK Financial and its subsidiaries, principally Bank of Oklahoma, N.A. and its
subsidiaries ("BOk"), Bank of Texas, N.A., Bank of Arkansas, N.A., Bank of
Albuquerque, N.A., Colorado State Bank and Trust, N.A., and BOSC, Inc. Certain
prior period amounts have been reclassified to conform to current period
classifications.


(2) Mortgage Banking Activities

At September 30, 2004, BOK Financial owned the rights to service 56,767 mortgage
loans with outstanding principal balances of $4.4 billion, including $480
million serviced for BOK Financial. The weighted average interest rate and
remaining term was 6.32% and 269 months, respectively.

Activity in capitalized mortgage servicing rights and related valuation
allowance during the nine months ending September 30, 2004 is as follows (in
thousands):


                                                         Capitalized Mortgage Servicing Rights
                                -----------------------------------------------------------------------------------------
                                                                                Valuation         Hedging
                                   Purchased     Originated       Total         Allowance      (Gain)/Loss       Net
                                -----------------------------------------------------------------------------------------
Balance at
                                                                                                  
    December 31, 2003           $     22,380   $    54,456   $    76,836   $    (31,995)     $     3,709   $    48,550
Additions, net                             -         8,793         8,793              -                -         8,793
Amortization expense                  (3,790)       (8,232)      (12,022)             -             (356)      (12,378)
Write-off                             (5,836)       (5,945)      (11,781)        15,134           (3,353)            -
Recovery (provision) for
   impairment                              -             -             -          1,262                -         1,262
-------------------------------------------------------------------------------------------------------------------------
Balance at  Sept. 30, 2004      $     12,754   $    49,072   $    61,826   $    (15,599)     $         -   $    46,227
-------------------------------------------------------------------------------------------------------------------------
Estimated fair value of
  mortgage servicing rights (1) $      9,930   $    36,935   $    46,865              -                -   $    46,865
-------------------------------------------------------------------------------------------------------------------------
(1) Excludes approximately $1.1 million of loan servicing rights on mortgage loans originated prior to the adoption of FAS 122.



Stratification of the mortgage loan servicing portfolio and outstanding
principal of loans serviced by interest rate at September 30, 2004 follows (in
thousands):


                                               < 5.51%      5.51% - 6.49%    6.50% - 7.49%    => 7.50%      Total

                                                                                                  
Cost less accumulated amortization           $   13,553      $   23,393       $    18,955    $   5,925    $   61,826
--------------------------------------------------------------------------------------------------------------------

Fair value                                   $   12,093      $   17,520       $    12,566    $   4,686    $   46,865
--------------------------------------------------------------------------------------------------------------------
Impairment (2)                               $    1,682      $    5,874       $     6,391    $   1,652    $   15,599
--------------------------------------------------------------------------------------------------------------------

Outstanding principal of loans serviced (1)  $  907,800      $1,400,700       $ 1,111,500    $ 388,600    $3,808,600                
--------------------------------------------------------------------------------------------------------------------

(1) Excludes outstanding principal of $480 million for loans serviced for BOK Financial and $93 million of mortgage loans 
originated prior to FAS 122, for which there are no capitalized mortgage servicing rights. 
(2) Impairment is determined by both an interest rate and loan type stratification.


 30

(3)  Disposal of Available for Sale Securities

Sales of available for sale securities resulted in gains and losses as follows
(in thousands):

                                               Nine Months Ended Sept. 30,
                                           ----------------------------------
                                               2004                2003
                                           --------------     ---------------
Proceeds                                $    1,969,077     $     4,335,687
Gross realized gains                             8,206              27,068
Gross realized losses                           12,261              18,929
Related federal and state income tax
   expense (benefit)                            (1,577)              3,166


(4) Employee Benefits

BOK Financial sponsors a defined benefit Pension Plan for all employees who
satisfy certain age and service requirements. The following table presents
components of net periodic pension cost (dollars in thousands):


                                            Three Months Ended Sept. 30,          Nine Months Ended Sept. 30,
                                         ---------------------------------------------------------------------
                                             2004                2003               2004             2003
                                         ---------------------------------------------------------------------
                                                                                              
Service cost                          $        1,563     $         1,295     $        4,803   $         3,884
Interest cost                                    579                 503              1,737             1,511
Expected return on plan assets                  (912)               (739)            (2,726)           (2,218)
Amortization of prior service cost                15                  15                 45                45
Amortization of net loss                         265                 205                795               614
--------------------------------------------------------------------------------------------------------------
Net periodic pension cost             $        1,510     $         1,279     $        4,654   $         3,836
--------------------------------------------------------------------------------------------------------------


During the first quarter of 2004, the Company made Pension Plan contributions
totaling $7.7 million, which funded the remaining maximum contribution for 2003
permitted under applicable regulations. During the second and third quarters of
2004, the Company made contributions totaling $1.0 million applicable to 2004.

Management has been advised that no minimum contribution will be required for
2004. The maximum allowable contribution has not yet been determined.

 31

(5)  Earnings Per Share

The following table presents the computation of basic and diluted earnings per
share (dollars in thousands, except share data):


                                                              Three Months Ended        Nine Months Ended
                                                          -----------------------------------------------------
                                                             Sept. 30,    Sept. 30,    Sept. 30,    Sept.30,
                                                                2004       2003 (2)      2004       2003 (2)
                                                          -----------------------------------------------------
Numerator:
                                                                                             
   Net income                                               $  47,782    $  38,816   $  132,467   $  123,058
   Preferred stock dividends                                     (750)        (375)      (1,500)      (1,125)
---------------------------------------------------------------------------------------------------------------
Numerator for basic earnings per share - income
   available to common shareholders                            47,032       38,441      130,967      121,933
---------------------------------------------------------------------------------------------------------------
Effect of dilutive securities:
   Preferred stock dividends                                      750          375        1,500        1,125
---------------------------------------------------------------------------------------------------------------
Numerator for diluted earnings per share - income available
   to common shareholders after assumed conversion          $  47,782    $  38,816   $  132,467   $  123,058
---------------------------------------------------------------------------------------------------------------
Denominator:
   Denominator for basic earnings per share - weighted
     average shares                                        59,197,676   58,770,968   59,132,074   58,649,127
   Effect of dilutive securities:
     Employee stock compensation plans (1)                    681,408      904,801      652,130      797,632
     Convertible preferred stock                            6,921,021    6,921,164    6,921,182    6,921,164
     Tanglewood market value guarantee                          2,495       36,641       17,547      133,798
---------------------------------------------------------------------------------------------------------------
Dilutive potential common shares                            7,604,924    7,862,606    7,590,859    7,852,594
---------------------------------------------------------------------------------------------------------------
Denominator for diluted earnings per share - adjusted
   weighted average shares and assumed conversions         66,802,600   66,633,574   66,722,933   66,501,721
---------------------------------------------------------------------------------------------------------------
Basic earnings per share                                      $  0.79      $  0.65      $  2.21      $  2.08
---------------------------------------------------------------------------------------------------------------
Diluted earnings per share                                    $  0.72      $  0.58      $  1.99      $  1.85
---------------------------------------------------------------------------------------------------------------

(1) Current market price was greater than exercise price on all employee stock options. 
(2) Restated for 3% dividend paid in common shares in May 2004.



(6)  Reportable Segments

Reportable segments reconciliation to the Consolidated Financial Statements for
the nine months ended September 30, 2004 is as follows (in thousands):


                                                  Net            Other           Other
                                               Interest        Operating       Operating       Net Income        Average
                                                Revenue       Revenue(1)        Expense                          Assets
                                              ---------------------------------------------------------------------------
                                                                                                       
Total reportable segments                  $      279,122  $      237,852  $      314,067   $     112,681  $   14,297,313
Unallocated items:
   Tax-equivalent adjustment                        3,406               -               -           3,406               -
   Funds management                                45,412          (2,417)          9,796          14,098       1,549,998
   All others (including eliminations), net       (11,159)             96           5,779           2,282      (2,026,635)
                                              ---------------------------------------------------------------------------

BOK Financial consolidated                 $      316,781  $      235,531  $      329,642   $     132,467  $   13,820,676
                                              ===========================================================================

(1) Excluding financial instruments gains/(losses).


 32

Reportable segments reconciliation to the Consolidated Financial Statements for
the nine months ended September 30, 2003 is as follows (in thousands):


                                                  Net            Other           Other
                                               Interest        Operating       Operating       Net Income        Average
                                                Revenue       Revenue(1)        Expense                          Assets
                                              ---------------------------------------------------------------------------

                                                                                                       
Total reportable segments                  $      252,215  $      239,080  $      286,318   $     117,925  $   12,967,827
Unallocated items:
   Tax-equivalent adjustment                        3,986               -               -           3,986               -
   Funds management                                44,821          (5,219)          6,473           6,357       1,298,960
   All others (including eliminations), net       (10,732)         (2,943)         10,040          (5,210)     (1,643,635)
                                              ---------------------------------------------------------------------------

BOK Financial consolidated                 $      290,290  $      230,918  $      302,831   $     123,058  $   12,623,152
                                              ===========================================================================

(1) Excluding financial instruments gains/(losses).



(7)  Contingent Liabilities

In the ordinary course of business, BOK Financial and its subsidiaries are
subject to legal actions and complaints. Management believes, based upon the
opinion of counsel, that the actions and liability or loss, if any, resulting
from the final outcomes of the proceedings, will not be material in the
aggregate.


(8) Financial Instruments with Off-Balance Sheet Risk

BOK Financial is a party to financial instruments with off-balance-sheet risk in
the normal course of business to meet the financing needs of its customers and
to manage interest rate risk. Those financial instruments involve, to varying
degrees, elements of credit risk in excess of the amount recognized in BOK
Financial's Consolidated Balance Sheets. Exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for commitments to
extend credit and standby letters of credit is represented by the notional
amount of those instruments.

As of September 30, 2004, outstanding commitments and letters of credit were as
follows (in thousands):

                                               Sept. 30,
                                                 2004
                                            --------------
Commitments to extend credit                $  3,127,456
Standby letters of credit                        527,011
Commercial letters of credit                       4,874
Commitments to purchase securities               103,995

 33


------------------------------------------------------------------------------------------------------------------------------
Nine Month Financial Summary - Unaudited
Consolidated Daily Average Balances, Average Yields and Rates
(Dollars in Thousands, Except Per Share Data)
                                                                            Nine Months Ended
                                          ------------------------------------------------------------------------------------
                                                      September 30, 2004                         September 30, 2003
                                          -----------------------------------------     --------------------------------------
                                              Average        Revenue/     Yield           Average       Revenue/     Yield
                                              Balance       Expense(1)    /Rate           Balance      Expense(1)    /Rate
                                          ------------------------------------------------------------------------------------
Assets
                                                                                                   
  Taxable securities (3)                  $   4,638,302  $   147,684       4.26%      $   4,312,222  $   134,743      4.24%
  Tax-exempt securities (3)                     203,170        8,721       5.73             192,968        9,569      6.63
------------------------------------------------------------------------------------------------------------------------------
    Total securities (3)                      4,841,472      156,405       4.32           4,505,190      144,312      4.34
------------------------------------------------------------------------------------------------------------------------------
  Trading securities                             17,978          522       3.87              16,857          547      4.35
  Funds sold and resell agreements               15,898          183       1.54              26,196          216      1.10
  Loans (2)                                   7,566,848      297,493       5.25           7,014,711      280,201      5.34
     Less reserve for loan losses               131,564            -          -             123,029            -         -
------------------------------------------------------------------------------------------------------------------------------
  Loans, net of reserve                       7,435,284      297,493       5.34           6,891,682      280,201      5.44
------------------------------------------------------------------------------------------------------------------------------
    Total earning assets (3)                 12,310,632      454,603       4.94          11,439,925      425,276      5.00
------------------------------------------------------------------------------------------------------------------------------
  Cash and other assets                       1,510,044                                   1,183,227
------------------------------------------------------------------------------------------------------------------------------
        Total assets                      $  13,820,676                               $  12,623,152
------------------------------------------------------------------------------------------------------------------------------

Liabilities And Shareholders' Equity
  Transaction deposits                    $   3,870,507       24,738       0.85%      $   3,510,841       23,969      0.91%
  Savings deposits                              172,629          744       0.58             170,602          689      0.54
  Time deposits                               3,558,320       78,355       2.94           3,438,351       74,545      2.90
------------------------------------------------------------------------------------------------------------------------------
     Total interest-bearing  deposits         7,601,456      103,837       1.82           7,119,794       99,203      1.86
------------------------------------------------------------------------------------------------------------------------------
  Funds purchased and repurchase
   agreements                                 1,566,234       12,743       1.09           1,489,098       11,669      1.05
  Other borrowings                            1,007,762       12,004       1.59           1,058,517       12,867      1.63
  Subordinated debentures                       153,099        5,832       5.09             155,080        7,261      6.26
------------------------------------------------------------------------------------------------------------------------------
     Total interest-bearing liabilities      10,328,551      134,416       1.74           9,822,489      131,000      1.78
------------------------------------------------------------------------------------------------------------------------------
  Demand deposits                             1,761,020                                   1,289,380
  Other liabilities                             457,197                                     364,087
  Shareholders' equity                        1,273,908                                   1,147,196
------------------------------------------------------------------------------------------------------------------------------
    Total liabilities and  shareholders'  
       equity                             $  13,820,676                               $  12,623,152
------------------------------------------------------------------------------------------------------------------------------
  Tax-Equivalent Net Interest Revenue (3)                    320,187       3.20%                         294,276      3.22%
  Tax-Equivalent Net Interest Revenue
     To Earning Assets (3)                                                 3.48                                       3.46
     Less tax-equivalent adjustment (1)                        3,406                                       3,986
------------------------------------------------------------------------------------------------------------------------------
Net Interest Revenue                                         316,781                                     290,290
Provision for loan losses                                     16,000                                      27,635
Other operating revenue                                      230,176                                     231,941
Other operating expense                                      329,642                                     302,831
------------------------------------------------------------------------------------------------------------------------------
Income Before Taxes                                          201,315                                     191,765
Federal and state income tax                                  68,848                                      68,707
------------------------------------------------------------------------------------------------------------------------------
Net Income                                               $   132,467                                 $   123,058
------------------------------------------------------------------------------------------------------------------------------
Earnings Per Share:
  Net Income
    Basic                                                $      2.21                                 $      2.08
------------------------------------------------------------------------------------------------------------------------------
    Diluted                                              $      1.99                                 $      1.85
------------------------------------------------------------------------------------------------------------------------------

(1) Tax equivalent at the statutory federal and state rates for the periods presented. The taxable equivalent adjustments shown 
    are for comparative purposes.
(2) The loan averages included loans on which the accrual of interest has been discontinued and are stated net of unearned income. 
(3) Yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income. 



 34


------------------------------------------------------------------------------------------------------------------------------
Quarterly Financial Summary - Unaudited
Consolidated Daily Average Balances, Average Yields and Rates
(Dollars in Thousands, Except Per Share
Data)
                                                                           Three Months Ended



                                         -------------------------------------------------------------------------------------
                                                      September 30, 2004                            June 30, 2004
                                         ------------------------------------------      -------------------------------------
                                              Average        Revenue/     Yield          Average        Revenue/     Yield
                                              Balance       Expense(1)    /Rate          Balance       Expense(1)    /Rate
                                         -------------------------------------------------------------------------------------
Assets
                                                                                                    
  Taxable securities (3)                  $   4,652,435   $    50,847       4.34%    $   4,667,360   $    49,321       4.24%
  Tax-exempt securities (3)                     215,190         2,951       5.46           200,380         2,884       5.79
------------------------------------------------------------------------------------------------------------------------------
    Total securities (3)                      4,867,625        53,798       4.39         4,867,740        52,205       4.30
------------------------------------------------------------------------------------------------------------------------------
  Trading securities                             14,956            77       2.05            23,513           219       3.75
  Funds sold and resell agreements               23,334            91       1.55            16,284            53       1.31
  Loans (2)                                   7,656,588       104,181       5.41         7,548,257        96,445       5.14
    Less reserve for loan losses                130,896             -          -           131,310             -          -
------------------------------------------------------------------------------------------------------------------------------
  Loans, net of reserve                       7,525,692       104,181       5.51         7,416,947        96,445       5.23
------------------------------------------------------------------------------------------------------------------------------
    Total earning assets (3)                 12,431,607       158,147       5.06        12,324,484       148,922       4.85
------------------------------------------------------------------------------------------------------------------------------
  Cash and other assets                       1,630,890                                  1,529,841
------------------------------------------------------------------------------------------------------------------------------
        Total assets                      $  14,062,497                              $  13,854,325
------------------------------------------------------------------------------------------------------------------------------

Liabilities And Shareholders' Equity
  Transaction deposits                    $   3,931,166   $     9,280       0.94%    $   3,859,706   $     7,875       0.82%
  Savings deposits                              169,398           266       0.62           173,566           235       0.54
  Time deposits                               3,712,161        27,667       2.97         3,565,324        25,697       2.90
------------------------------------------------------------------------------------------------------------------------------
     Total interest-bearing deposits          7,812,725        37,213       1.89         7,598,596        33,807       1.79
------------------------------------------------------------------------------------------------------------------------------
  Funds purchased and repurchase
    agreements                                1,458,245         5,048       1.38         1,565,922         3,731       0.96
  Other borrowings                            1,003,050         4,615       1.83         1,009,871         3,376       1.34
  Subordinated debentures                       152,333         1,766       4.61           152,799         1,730       4.55
------------------------------------------------------------------------------------------------------------------------------
     Total interest-bearing liabilities      10,426,353        48,642       1.86        10,327,188        42,644       1.66
------------------------------------------------------------------------------------------------------------------------------
  Demand deposits                             1,839,311                                  1,799,249
  Other liabilities                             501,323                                    452,780
  Shareholders' equity                        1,295,510                                  1,275,108
------------------------------------------------------------------------------------------------------------------------------
  Total liabilities and shareholders'    
      equity                              $  14,062,497                              $  13,854,325
------------------------------------------------------------------------------------------------------------------------------
  Tax-Equivalent Net Interest Revenue (3)                $    109,505       3.20%                    $    106,278        3.19%
  Tax-Equivalent Net Interest  Revenue
     To Earning Assets (3)                                                  3.50                                         3.46
   Less tax-equivalent adjustment (1)                           1,120                                      1,089
------------------------------------------------------------------------------------------------------------------------------
Net Interest Revenue                                          108,385                                    105,189
Provision for loan losses                                       4,986                                      3,987
Other operating revenue                                        81,086                                     69,270
Other operating expense                                       114,202                                     98,992
------------------------------------------------------------------------------------------------------------------------------
Income Before Taxes                                            70,283                                     71,480
Federal and state income tax                                   22,501                                     25,947
------------------------------------------------------------------------------------------------------------------------------
Net Income                                                $    47,782                                $    45,533
------------------------------------------------------------------------------------------------------------------------------
Earnings Per Share:
  Net income:
    Basic                                                 $      0.79                                $      0.76
------------------------------------------------------------------------------------------------------------------------------
    Diluted                                               $      0.72                                $      0.68
------------------------------------------------------------------------------------------------------------------------------

(1) Tax equivalent at the statutory federal and state rates for the periods presented. The taxable equivalent adjustments shown 
    are for comparative purposes.
(2) The loan averages included loans on which the accrual of interest has been discontinued and are stated net of unearned income. 
(3) Yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income. 


 35


-------------------------------------------------------------------------------------------------------------------------



                               Three Months Ended
-------------------------------------------------------------------------------------------------------------------------
               March 31, 2004                         December 31, 2003                      September 30, 2003
-------------------------------------------------------------------------------------------------------------------------
      Average       Revenue/     Yield        Average        Revenue/     Yield       Average       Revenue/     Yield
      Balance      Expense(1)    /Rate        Balance       Expense(1)    /Rate       Balance      Expense(1)    /Rate
-------------------------------------------------------------------------------------------------------------------------

                                                                                             
  $   4,594,690  $    47,516       4.22%  $   4,421,278   $    45,838       4.08% $   4,360,340  $    42,698       3.86%
        193,808        2,886       5.99         189,829         2,958       6.19        186,827        3,003       6.38
-------------------------------------------------------------------------------------------------------------------------
      4,788,498       50,402       4.29       4,611,107        48,796       4.17      4,547,167       45,701       3.96
-------------------------------------------------------------------------------------------------------------------------
         15,499          226       5.86          17,325           147       3.37         27,830          295       4.21
          7,995           39       1.96          26,730            65       0.96         32,491           51       0.62
      7,494,713       96,867       5.20       7,359,126        96,059       5.18      7,122,211       93,013       5.18
        132,494            -          -         129,445             -          -        125,966            -          -
-------------------------------------------------------------------------------------------------------------------------
      7,362,219       96,867       5.29       7,229,681        96,059       5.27      6,996,245       93,013       5.27
-------------------------------------------------------------------------------------------------------------------------
     12,174,211      147,534       4.90      11,884,843       145,067       4.83     11,603,733      139,060       4.74
-------------------------------------------------------------------------------------------------------------------------
      1,357,791                               1,342,042                               1,252,896
-------------------------------------------------------------------------------------------------------------------------
  $  13,532,002                           $  13,226,885                           $  12,856,629
-------------------------------------------------------------------------------------------------------------------------


  $   3,819,981  $     7,583       0.80%  $   3,886,546   $     7,377       0.75% $   3,715,035  $     7,200       0.77%
        174,958          243       0.56         179,867           255       0.56        170,796          200       0.46
      3,395,785       24,991       2.96       3,442,358        25,094       2.89      3,423,920       23,863       2.77
-------------------------------------------------------------------------------------------------------------------------
      7,390,724       32,817       1.79       7,508,771        32,726       1.73      7,309,751       31,263       1.70
-------------------------------------------------------------------------------------------------------------------------

      1,675,722        3,964       0.95       1,679,540         3,921       0.93      1,529,721        3,566       0.92
      1,010,414        4,013       1.60       1,031,414         3,815       1.47      1,062,734        4,022       1.50
        154,175        2,336       6.09         154,524         2,216       5.69        154,865        2,421       6.20
-------------------------------------------------------------------------------------------------------------------------
     10,231,035       43,130       1.70      10,374,249        42,678       1.63     10,057,071       41,272       1.63
-------------------------------------------------------------------------------------------------------------------------
      1,643,638                               1,370,088                               1,323,641
        406,461                                 284,432                                 314,583
      1,250,868                               1,198,116                               1,161,334
-------------------------------------------------------------------------------------------------------------------------
  $  13,532,002                           $  13,226,885                           $  12,856,629
-------------------------------------------------------------------------------------------------------------------------
                 $    104,404      3.20%                  $    102,389      3.20%                $     97,788      3.11%
                                                                                      3.05

                                   3.47                                     3.41                                   3.34
                       1,197                                    1,184                                  1,256
-------------------------------------------------------------------------------------------------------------------------
                     103,207                                  101,205                                 96,532
                       7,027                                    8,001                                  8,220
                      79,820                                   71,051                                 63,428
                     116,448                                  108,746                                 91,132
-------------------------------------------------------------------------------------------------------------------------
                      59,552                                   55,509                                 60,608
                      20,400                                   20,207                                 21,792
-------------------------------------------------------------------------------------------------------------------------
                 $    39,152                              $    35,302                            $    38,816
-------------------------------------------------------------------------------------------------------------------------


                 $      0.66                              $      0.59                            $      0.65
-------------------------------------------------------------------------------------------------------------------------
                 $      0.59                              $      0.53                            $      0.58
-------------------------------------------------------------------------------------------------------------------------


 36

PART II. Other Information

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

      The following table provides information with respect to purchases made by
or on behalf of the Company or any "affiliated purchaser" (as defined in Rule
10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company's common
stock during the three months ended September 30, 2004.


---------------------------------------------------------------------------------------------------------------------------
                          Total Number     Average Price    Total Number of Shares Purchased      Maximum Number of Shares
                            of Shares        Paid per         as Part of Publicly Announced      that May Yet Be Purchased
       Period             Purchased (2)        Share               Plans or Programs (1)               Under the Plans      
---------------------------------------------------------------------------------------------------------------------------

                                                                                                 
July 1, 2004 to                   193          $ 40.05                       -                           191,058
July 31, 2004
---------------------------------------------------------------------------------------------------------------------------

August 1, 2004 to               1,526          $ 41.81                       -                           191,058
August 31, 2004
---------------------------------------------------------------------------------------------------------------------------

September 1, 2004 to           16,264          $ 45.54                       -                           191,058
September 30, 2004
---------------------------------------------------------------------------------------------------------------------------

Total                          17,983                                        -
---------------------------------------------------------------------------------------------------------------------------

(1)      The Company has a stock repurchase plan that was initially authorized
         by the Company's board of directors on February 24, 1998 and amended on
         May 25, 1999. Under the terms of the plan, the Company may repurchase
         up to 800,000 shares of its common stock. To date, the Company has
         repurchased 608,942 shares under this plan.

(2)      The Company routinely repurchases mature shares from employees to 
         cover the exercise price and taxes in connection with employee stock 
         option exercises.



Item 6. Exhibits

31.1     Certification of Chief Executive Officer Pursuant to Section 302 of 
         the Sarbanes-Oxley Act of 2002
31.2     Certification of Chief Financial Officer Pursuant to Section 302 of 
         the Sarbanes-Oxley Act of 2002
32       Certification of Chief Executive Officer and Chief Financial Officer 
         Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002



Items 1, 3, 4, and 5 are not applicable and have been omitted.

 37


                                   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 thereunto duly authorized.


                                   BOK FINANCIAL CORPORATION
                                  (Registrant)



Date:         November 9, 2004            /s/ Steven E. Nell                 
        ----------------------------      --------------------------------
                                          Steven E. Nell
                                          Executive Vice President and
                                          Chief Financial Officer


                                          /s/ John C. Morrow                 
                                          --------------------------------
                                          John C. Morrow
                                          Senior Vice President and Director
                                          of Financial Accounting & Reporting