As filed with the Securities and Exchange Commission on November 9, 2005
 ==============================================================================

                                  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, 2005

                                       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: 66,556,728 shares of
common stock ($.00006 par value) as of October 31, 2005.

===============================================================================

 2

                            BOK Financial Corporation
                                    Form 10-Q
                        Quarter Ended September 30, 2005

                                      Index

Part I.  Financial Information
     Management's Discussion and Analysis (Item 2)                         2
     Market Risk (Item 3)                                                 26
     Controls and Procedures (Item 4)                                     28
     Consolidated Financial Statements - Unaudited (Item 1)               29
     Nine Month Financial Summary - Unaudited (Item 2)                    39
     Quarterly Financial Summary - Unaudited (Item 2)                     40

Part II.  Other Information
     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds  42
     Item 6. Exhibits                                                     42
Signatures                                                                43

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

Performance Summary

BOK Financial Corporation ("BOK Financial" or the "Company") reported net income
of $50.8  million,  or $0.76 per  diluted  share for the third  quarter of 2005,
compared with $47.8 million, or $0.72 per diluted share for the third quarter of
2004. The annualized  returns on average  assets and  shareholders'  equity were
1.29% and 13.56%,  respectively  for the third  quarter of 2005,  compared  with
returns of 1.37% and 14.67%, respectively for the same period in 2004. Return on
average assets  decreased due to increases in the fair value of derivatives  and
related margin assets.  These assets increased $693 million with no commensurate
increase in net income.  The increase in net income was attributed  primarily to
growth in fees and  commission  revenue and a  reduction  in the  provision  for
credit  losses.  Revenue  growth was  partially  offset by  increased  operating
expenses.

Net interest revenue increased $4.4 million or 4% over the third quarter of 2004
due primarily to loan growth.  Average  outstanding  loan balances for the third
quarter of 2005  increased  $979 million or 13% compared with the same period of
2004. This loan growth was funded primarily with short-term  borrowings.  Growth
in short-term  borrowings as a funding source and pricing spread compression for
loans and deposits  reduced the Company's  net interest  margin to 3.32% for the
third quarter of 2005. Fees and commissions  revenue  increased $12.1 million or
15% due  primarily  to growth in  mortgage  banking  revenue,  transaction  card
revenue,  and fees earned on margin  assets.  The  provision  for credit  losses
decreased  $1.0  million  compared to the third  quarter of the  previous  year.
Operating expenses, excluding the provision for impairment of mortgage servicing
rights  increased  $13.4  million or 12% due  primarily  to growth in  personnel
costs.  The increase in  operating  expenses  includes  $1.9 million for Bank of
Arizona, which was acquired in the second quarter of 2005. The value of mortgage
servicing  rights  appreciated  due to a 50 basis  point  increase  in  mortgage
commitment rates since the start of the third quarter,  which resulted in a $4.7
million recovery of impaired  servicing rights. The increased value of servicing
rights  during  the  third  quarter  of 2005 was more  than  offset by losses on
financial  instruments  held as an economic hedge of the servicing  rights.  The
provision  for  mortgage  servicing  rights,  net of  gains or  losses  on hedge
securities  was $376  thousand in the third  quarter of 2005  compared with $3.8
million in the third quarter of 2004.

Year-to-date  net income for 2005  totaled  $153.3  million or $2.29 per diluted
share  compared with net income of $132.5 million or $1.99 per diluted share for
the first  nine  months of 2004.  The  increase  in net  income  was  attributed
primarily  to a $16.2  million  increase  in net  interest  revenue  and a $21.9
million increase in fees and commission  revenue,  combined with an $8.0 million
reduction in the  provision for credit  losses.  Operating  expenses,  excluding
provision for mortgage servicing rights, increased $17.5 million.

 3

Results of Operations

Net Interest Revenue

Tax-equivalent net interest revenue totaled $114.1 million for the third quarter
of 2005  compared  with $109.5  million for 2004.  The 4% growth in net interest
revenue was due primarily to a $1.2 billion  increase in average earning assets.
Growth in average  earning assets included a $979 million,  or 13%,  increase in
loans and a $164 million  increase in  securities.  Growth in earning assets was
funded primarily by a $609 million, or 42% increase in short-term borrowings and
a $423 million, or 4% growth in deposits.

Net interest margin, the ratio of tax-equivalent net interest revenue to average
earning assets was 3.32% for the third quarter of 2005,  compared with 3.45% for
the second  quarter of 2005 and 3.50% for the third  quarter of 2004.  Yields on
average  earning  assets  continued to trend upwards due to the effect of rising
short-term  interest rates. The yield on average earning assets was 5.83%, up 15
basis points  compared with the second  quarter of 2005 and 78 basis points over
the third  quarter of 2004.  Average  loan yields were 6.66%,  an increase of 26
basis  points over the  preceding  quarter of 2005 and 125 basis points over the
third quarter of 2004. The tax-equivalent  yield on securities was 4.31% for the
third  quarter of 2005,  4.36% for the second  quarter of 2005 and 4.39% for the
third quarter of 2004. Rates paid on average interest-bearing liabilities during
the third quarter of 2005  increased 26 basis points over the preceding  quarter
of 2005  and 98  basis  points  over  the  same  period  of  2004.  The  cost of
interest-bearing  deposits  increased 16 basis points to 2.50% compared with the
second  quarter of 2005 while the cost of  short-term  borrowings  increased  47
basis points.

Growth in short-term  borrowings as a funding  source  limited the growth in net
interest  revenue  and  reduced  net  interest  margin  for the  third  quarter.
Short-term borrowings comprised 20% of all funding sources during the second and
third  quarters of 2005,  compared with 18% for the third quarter of 2004.  This
shift in funding sources  resulted from a $673 million increase in average loans
over the second and third  quarters of 2005 and reduced net  interest  margin by
eight basis points.

The  lending  relationships  generally  are the  foundation  for  sales of other
financial  products and services.  Rapid loan growth during the third quarter of
2005 was  funded  with  short-term  borrowings  which  have  been  more  readily
accessible than deposits.  Although this strategy  reduces net interest  margin,
the resulting relationship growth is expected to enhance long-term value for the
Company.

Cash margin  balances are required to be placed with various  parties as part of
the Company's customer derivatives  business.  Margin assets, which are included
in other  assets,  averaged  $296  million  during  the third  quarter  of 2005,
compared with $204 million in the second  quarter of 2005 and $96 million in the
third quarter of 2004.  Fees earned on these assets  totaled $2.4 million in the
third  quarter of 2005,  $1.3  million in the second  quarter of 2005,  and $231
thousand  in the  third  quarter  of  2004.  These  fees are  reported  as other
operating  revenue.  Fees from customer  derivatives have generated  significant
revenue  growth,  but the  associated  growth in margin  assets has  reduced net
interest margin by three basis points.

The Company's overall objective is to manage the balance sheet to be essentially
neutral to changes in interest  rate.  A large  portion of the  commercial  loan
portfolio is either  variable  rate or fixed rate that will  reprice  within one
year.  These  loans are funded  primarily  by deposit  accounts  that are either
non-interest  bearing, or that reprice more slowly than the loans. The result is
a balance  sheet that is asset  sensitive,  which  means that  assets  generally
reprice more quickly than  liabilities.  Among the strategies  used to achieve a
rate-neutral  position,   the  Company  purchases  fixed-rate,   mortgage-backed
securities and funds them with short-term borrowings.  The effective duration of
these securities is expected to be  approximately  2.8 years based on a range of
interest rate and prepayment  assumptions.  The funds borrowed to purchase these
securities generally reprice within 90 days. The  liability-sensitive  nature of
this strategy provides an offset to the  asset-sensitive  characteristics of the
loan portfolio.

Derivative instruments are also used to manage interest rate risk. Interest rate
swaps  with a  combined  notional  amount of $642  million  convert  fixed  rate
liabilities to floating rate based on LIBOR.  The purpose of these  derivatives,
which  generally  have been  designated as fair value  hedges,  is to reduce the
asset-sensitive nature of the balance sheet. Interest rate swaps with a notional
amount of $100 million convert  prime-based  loans to fixed rate. The purpose of
these  derivatives,  which have been designated as cash flow hedges,  also is to
reduce the asset-sensitive nature of the balance sheet.

The  effectiveness of these strategies is reflected in the overall change in net
interest revenue due to changes in interest

 4

rates as shown in Table 1 and in the interest rate  sensitivity  projections  as
shown in the Market Risk section of this report. Changes in net interest revenue
due to changes in interest rates,  pricing spreads and the timing of when assets
and liabilities reprice are all captured in the Yield / Rate column in Table 1.


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

                                                   Three Months Ended                   Nine Months Ended
                                               September 30, 2005 / 2004            September 30, 2005 / 2004
                                           --------------------------------------------------------------------------
                                                         Change Due To (1)                      Change Due To (1)
                                           --------------------------------------------------------------------------
                                                                     Yield /                                 Yield
                                              Change     Volume       Rate          Change      Volume       /Rate
                                           --------------------------------------------------------------------------
Tax-equivalent interest revenue:
                                                                                             
  Securities                                $   1,036   $ 1,939      $ (903)     $   4,713   $   4,158    $    555
  Trading securities                               94        (3)         97              5        (114)        119
  Loans                                        40,773    15,055      25,718         99,640      32,445      67,195
  Funds sold and resell agreements                295       135         160            523         271         252
---------------------------------------------------------------------------------------------------------------------
Total                                          42,198    17,126      25,072        104,881      36,760      68,121
---------------------------------------------------------------------------------------------------------------------
Interest expense:
  Transaction deposits                          9,688     1,995       7,693         23,908       3,462      20,446
  Savings deposits                                 14       (19)         33             70         (54)        124
  Time deposits                                 7,588     2,064       5,524         18,135       5,363      12,772
  Federal funds purchased and
   repurchase agreements                       12,690     3,685       9,005         30,949       6,222      24,727
  Other borrowings                              4,895       316       4,579         11,409        (539)     11,948
  Subordinated debentures                       2,711     1,935         776          3,852       2,624       1,228
---------------------------------------------------------------------------------------------------------------------
Total                                          37,586     9,976      27,610         88,323      17,078      71,245
---------------------------------------------------------------------------------------------------------------------
  Tax-equivalent net interest revenue           4,612     7,150      (2,538)        16,558      19,682      (3,124)
Change in tax-equivalent adjustment              (169)                                (384)
---------------------------------------------------------------------------------------------------------------------
Net interest revenue                        $   4,443                            $  16,174
---------------------------------------------------------------------------------------------------------------------
(1) Changes attributable to both volume and yield/rate are allocated to both
volume and yield/rate on an equal basis.



Other Operating Revenue

Other operating  revenue  increased $5.8 million compared with the third quarter
of 2004 due  primarily  to  growth  in fees  and  commission  revenue.  Fees and
commission revenue increased $12.1 million or 15%.  Diversified  sources of fees
and commission revenue are a significant part of the Company's business strategy
and represented 45% of total revenue,  excluding gains and losses on securities,
derivatives and asset sales, for the third quarter of 2005. The Company believes
that a variety of fee revenue  sources  provide an offset to changes in interest
rates, values in the equity markets, commodity prices and consumer spending, all
of which can be volatile and can directly or indirectly affect income.

Growth in fees and  commissions  revenue was  partially  offset by net losses on
securities and derivative  instruments.  These losses were primarily incurred on
securities  held as an  economic  hedge  against  changes  in value of  mortgage
servicing rights.

Fees and commissions revenue

Brokerage  and trading  revenue  increased  $1.2  million or 11%.  Revenue  from
securities  trading  activities  grew $845 thousand,  or 15% due to fixed-income
securities  trading  volumes.  The  remainder of the increase came from customer
hedging revenue.

Transaction  card revenue  increased  $1.8 million or 11% due to growth in check
card revenue and merchant  discount fees.  Check card fees increased 32% to $4.1
million.  All  markets  contributed  to  this  growth.  Merchant  discount  fees
increased 14% to $6.7 million due primarily to growth in Oklahoma.

Trust fees  increased $1.3 million or 9% for the third quarter of 2005. The fair
value of all trust relationships managed by the Company,  which is the basis for
a significant portion of trust fees, increased to $27.6 billion at September 30,
2005 compared with $23.3 billion at September 30, 2004.

 5

Service  charges on deposit  accounts  grew $1.3 million or 5% compared with the
third quarter of 2004.  Overdraft  fees grew 17% or $2.5 million.  The volume of
overdraft  items  processed  continued  to  increase  during the third  quarter.
Additionally,  the per item  overdraft  charge was  increased  during the second
quarter of 2005.  Account service charge revenue  decreased $1.1 million or 11%.
This decrease  reflected an increase in earnings credit  available to commercial
deposit  customers.  The earnings  credit,  which provides a non-cash method for
commercial customers to pay for deposit services,  increases when interest rates
rise.

Mortgage banking revenue,  which is discussed more fully in the Line of Business
- Mortgage  Banking  section of this report,  increased  $2.9  million,  or 44%,
compared  with the third  quarter  of 2004.  Net gains on  mortgage  loans  sold
increased  $3.2  million due to an  increase  in the volume of loans  funded and
sold. Servicing revenue decreased $279 thousand due to a decrease in the average
outstanding balance of loans serviced.

Other  revenue for the third  quarter of 2005  included $2.0 million of the fees
earned on margin  accounts.  BOK  Financial is required to deposit  margin funds
with  other  institutions  as  part  of its  customer  derivatives  and  trading
programs.  Margin  deposits,  which are included in other assets,  averaged $296
million for the third  quarter of 2005  compared  with $96 million for the third
quarter of 2004.

Securities and derivatives

BOK Financial  recorded net losses of $4.1 million on securities and derivatives
for the third quarter of 2005. These amounts included net losses of $5.0 million
on  financial  instruments  held as economic  hedges of the  mortgage  servicing
rights.  The  Company's  use of  securities  as an  economic  hedge of  mortgage
servicing rights is further discussed in the Line of Business - Mortgage Banking
section of this report.  Net losses  recognized during the third quarter of 2005
included  $2.0  million  of  other  than  temporary   impairment  of  securities
management  intends to sell.  During the third  quarter of 2004,  BOK  Financial
recognized  net gains on securities and  derivatives of $2.2 million,  including
net gains of $2.1 million on securities held as economic hedges.

Year-to-date operating revenue summary

Year to date other operating  revenue for 2005 increased $29.4 million,  or 13%.
This increase  included a $21.9 million increase in fees and commission  revenue
and a $7.5 million  increase in net gains on securities,  derivatives  and asset
sales. The increase in fees and commission revenue was due primarily from growth
in trust fees and  transaction  card revenue and  reflected  the growth in trust
assets managed by the Company and card processing volumes. The increase in other
revenue included $3.0 million of fees on margin assets.

The Company realized net gains of $5.9 million during the second quarter of 2005
from  sales of  assets.  A gain of $4.7  million  resulted  from the sale of its
interest in an Oklahoma  City office  building.  A net gain of $1.2  million was
recognized from the sale of $118 million of loans from the residential  mortgage
loan portfolio.  In addition to a cash premium received on the sale, the Company
retained  both the right to service the loans and a recourse  obligation  to the
purchaser in case of default by the borrowers.

 6


--------------------------------------------------------------------------------------------------------------------------
Table 2 - Other Operating Revenue
(In thousands)
                                                                         Three Months Ended
                                           -------------------------------------------------------------------------------
                                               Sept. 30,     June 30,         March 31,        Dec. 31,         Sept. 30, 
                                                 2005          2005             2005             2004             2004
                                           -------------------------------------------------------------------------------

                                                                                                     
Brokerage and trading revenue               $   11,366     $   10,404       $   11,336      $    9,721       $   10,209
Transaction card revenue                        18,526         17,979           16,543          16,598           16,677
Trust fees and commissions                      16,376         16,259           16,016          14,793           15,091
Service charges and fees
  on deposit accounts                           25,619         25,347           22,173          23,337           24,292
Mortgage banking revenue                         9,535          8,550            5,578           6,284            6,606
Leasing revenue                                    667            669              673             648              723
Other revenue                                    8,823          7,491            6,724           6,450            5,243
--------------------------------------------------------------------------------------------------------------------------
  Total fees and commissions                    90,912         86,699           79,043          77,831           78,841
--------------------------------------------------------------------------------------------------------------------------
Gain on sales of assets                             81          5,937              972              90               78
Gain (loss) on securities, net                  (4,744)         2,266           (2,637)            967            2,673
Gain (loss) on derivatives, net                    606           (311)             778            (174)            (506)
--------------------------------------------------------------------------------------------------------------------------
  Total other operating revenue             $   86,855     $   94,591       $   78,156      $   78,714       $   81,086
--------------------------------------------------------------------------------------------------------------------------


Other Operating Expense

Other operating expense for the third quarter of 2005 totaled $117.0 million, up
$2.8  million or 2% from the same  period of 2004.  The  increase  in  operating
expenses was largely  offset by a $10.6  million  reduction in the provision for
impairment  of mortgage  servicing  rights.  Operating  expenses,  excluding the
provision  for  mortgage  servicing  rights  increased  $13.4  million,  or 12%.
Personnel  expenses  increased $6.0 million,  or 10%, data  processing  expenses
increased $2.6 million,  or 17%, and other expense  increased  $2.7 million,  or
65%.  Operating expenses for the third quarter of 2005 included $1.9 million for
Bank of Arizona, which was acquired on April 7, 2005.

Personnel expense

Personnel  expense  totaled $66.5 million for the third quarter of 2005 compared
with $60.5 million for the third quarter of 2004. Regular  compensation  expense
totaled $42.3 million,  a $5.1 million,  or 14% increase over 2004. The increase
in regular  compensation  expense was due to a 7%  increase  in average  regular
compensation  per  full-time  equivalent  employee and a 193 person  increase in
average staffing.

Incentive  compensation  decreased $330 thousand to $13.8  million.  Stock-based
compensation expense decreased $1.7 million.  Much of this expense is related to
stock-based  compensation that is recognized as liability  awards.  Compensation
expense  for  these  awards  is based  on the  excess  of the fair  value of BOK
Financial common stock over a set exercise price. Incentive compensation expense
for these awards varies directly with changes in the fair value of BOKF's common
stock.  Other  incentive  compensation  expenses  increased  $1.3 million due to
increases  in the  Oklahoma  consumer  banking  and  regional  banking  lines of
business.

Employee  benefit  expenses  increased  $1.2 million,  or 13% to $10.4  million.
Employee insurance costs increased $446 thousand, or 14% due primarily to growth
in medical claims. The Company self-insures a portion of its employee healthcare
coverage. The remaining increase in employee benefit expenses resulted primarily
from payroll taxes and retirement benefits.

Data processing and communications expense

Data  processing  and  communication  expenses  increased  $2.6 million,  or 17%
compared to 2004. This expense consists of two broad categories, data processing
systems and transaction  card  processing.  Transaction  card  processing  costs
increased  $1.1  million  or 19%  due to  growth  in  processing  volumes.  Data
processing systems costs increased $1.5 million,  or 16% due primarily to higher
communications expenses, software amortization and maintenance costs.

 7

Other expenses

Other  expenses  for the third  quarter of 2005  totaled  $6.7  million,  a $2.7
million  increase  over the same  period  of 2004.  Recruiting  expenses,  which
includes bonuses, relocation costs, agency fees and related expenses,  increased
$1.9  million as the Company  continued  expansion in regional  markets,  wealth
management and executive management.

Year-to-date operating expense summary

Operating  expenses for the nine months of 2005 totaled  $345.2  million,  up 5%
compared with the same period of 2004. Operating expenses for 2005 included $3.6
million for Bank of Arizona,  and 2004 included a charge of $4.1 million for the
cost of appreciated  securities  contributed  to the BOK Charitable  Foundation.
Personnel  costs  increased  $11.8  million,  or 7%. This increase  included $12
million,  or 11% of regular  compensation  expense and $4.9  million of employee
benefit  costs,  partially  offset  by a  $5.1  million  decrease  in  incentive
compensation expense.


----------------------------------------------------------------------------------------------------------------------
Table 3 - Other Operating Expense
(In thousands)
                                                                   Three Months Ended
                                   ----------------------------------------------------------------------------------
                                      Sept. 30,        June 30,       March 31,         Dec. 31,         Sept. 30, 
                                        2005             2005           2005              2004             2004
                                   ----------------------------------------------------------------------------------

                                                                                              
Personnel                          $    66,533     $    65,333     $    58,439      $    62,118      $    60,524
Business promotion                       4,494           3,870           4,430            4,766            3,671
Contribution of stock to
   BOK Charitable Foundation                 -               -               -            1,436                -
Professional fees and services           3,951           4,492           3,619            3,936            3,658
Net occupancy and equipment             12,587          12,650          12,094           11,973           11,733
Data processing & communications        17,492          16,381          15,099           15,196           14,918
Printing, postage and supplies           3,846           3,629           3,615            3,817            3,770
Amortization of intangible assets        1,801           1,808           1,537            1,888            1,991
Mortgage banking costs                   4,268           3,387           3,613            3,929            3,962
Provision (recovery) for
impairment
  of mortgage servicing rights          (4,671)          7,088          (5,624)            (305)           5,900
Other expense                            6,733           7,372           5,337            2,828            4,075
---------------------------------------------------------------------------------------------------------------------
  Total other operating expense    $   117,034     $   126,010     $   102,159      $   111,582      $   114,202
---------------------------------------------------------------------------------------------------------------------



Income Taxes

Income tax expense was $27.8 million or 35% of book taxable income for the third
quarter of 2005,  compared with $22.5 million for 2004. Year to date, income tax
expense  was $86.0  million,  or 36% of book  taxable  income for 2005 and $68.8
million,  or 34% for 2004.  Income  tax  expense  for 2004 was  reduced  by $1.2
million from the  contribution  of appreciated  securities to the BOk Charitable
Foundation.

Lines of Business

BOK Financial  operates five  principal  lines of business:  Oklahoma  corporate
banking,  Oklahoma consumer banking,  mortgage banking,  wealth management,  and
regional  banking.  Mortgage  banking  activities  include loan  origination and
servicing across all markets served by the Company.  Wealth management  includes
brokerage  and  trading,  private  financial  services and  investment  advisory
services in all  markets.  It also  includes  fiduciary  services in all markets
except  Colorado.  Fiduciary  services  at  Colorado  State  Bank and  Trust are
included in regional  banking.  Regional banking consist  primarily of corporate
and consumer banking  activities in the respective  markets outside of Oklahoma.
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.  Operating results for funds management and other reflect the effect
of changes in interest rates on the Company,  differences  between the provision
for  credit  losses and net  charge-offs,  and other  revenue  and  expense  not
attributed to the lines of business.

 8

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 cash flow  characteristics.  Market is 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 insulates 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 by a third-party  developed
capital  allocation  model that reflects  management's  assessment of risk. This
model  assigns  capital based upon credit,  operating,  interest rate and market
risk inherent in our 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 the  Company's  investment in those
entities.


------------------------------------------------------ -------------------------------- --------------------------------
Table 4 - Net Income by Line of Business
(In thousands)                  Three months ended Sept. 30,      Nine months ended Sept. 30,
                                    2005             2004            2005             2004
                              ---------------- --------------- ---------------- ---------------

                                                                           
Oklahoma corporate banking      $ 20,393         $ 18,414        $ 58,402         $ 49,434
Regional banking                  20,483           14,560          55,790           42,191
Mortgage banking                     405             (735)          2,379            1,421
Oklahoma consumer banking          7,515            1,683          17,277            6,452
Wealth management                  4,913            4,184          13,491           10,336
Funds management and other        (2,882)           9,676           6,008           22,633
----------------------------- ---------------- --------------- ---------------- ---------------
     Total                      $ 50,827         $ 47,782        $153,347         $132,467
----------------------------- ---------------- --------------- ---------------- ---------------


 9

Oklahoma Corporate Banking

The Oklahoma  Corporate  Banking Division  provides loan and lease financing and
treasury and cash  management  services to  businesses  throughout  Oklahoma and
certain  relationships in surrounding states. In addition to serving the banking
needs of small  businesses,  middle  market and larger  customers,  the Oklahoma
Corporate  Banking  Division has specialized  groups that serve customers in the
energy, agriculture, healthcare and banking/finance industries, and includes the
TransFund  network.  The Oklahoma  Corporate Banking Division  contributed $20.4
million or 40% to  consolidated  net income for the third quarter of 2005.  This
compares to $18.4 million or 39% of consolidated  net income for the same period
of 2004.  Average  assets  increased  $159  million or 4% due  primarily to loan
growth.  Credit  quality  continued  to improve as  reflected  in a $1.1 million
decrease  in net loans  charged-off  compared  with the third  quarter  of 2004.
Operating revenue and operating  expenses both increased due to transaction card
volumes.


Table 5 -  Oklahoma Corporate Banking
 (Dollars in Thousands)
                                           Three months ended Sept. 30,        Nine months ended Sept. 30,
                                       ---------------------------------- ----------------------------------
                                              2005              2004             2005              2004
                                          ------------- --- -------------    -------------- -- -------------
                                                                                          
NIR (expense) from external sources    $      51,924     $      37,423    $     139,945     $     108,359
NIR (expense) from internal sources          (17,678)           (6,184)         (42,516)          (16,239)
                                          -------------     -------------    --------------    -------------
Total net interest revenue                    34,246            31,239           97,429            92,120

Other operating revenue                       24,146            21,780           68,164            64,775
Gain on sale of assets                             -                 -            4,708                 -
Operating expense                             24,625            21,409           74,693            70,611
Net loans charged off                            390             1,470               22             5,376
Net income                                    20,393            18,414           58,402            49,434

Average assets                         $   4,514,058     $   4,355,546    $   4,534,088     $   4,357,804
Average economic capital                     339,280           306,000          317,450           317,810

Return on assets                                 1.79%           1.68%              1.72%            1.52%
Return on economic capital                      23.85%          23.94%             24.60%           20.78%
Efficiency ratio                                42.17%          40.38%             43.86%           45.01%


 10

Oklahoma Consumer Banking

The Oklahoma 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 the  Internet.  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  $7.5  million,  or 15%,  to  consolidated  net income for the third
quarter of 2005.  This  compares to $1.7  million,  or 4%, of  consolidated  net
income in 2004.  Net interest  revenue  increased $4.5 million due largely to an
increase in transfer pricing credit to business units that provide lower-costing
funds to the Company. Additionally,  average deposits attributed to the Oklahoma
Consumer  Banking Division for the third quarter of 2005 increased $134 million,
or 5% to $2.7  billion  compared  with the third  quarter of 2004.  Deposit fees
provided much of the growth in other operating revenue.


Table 6 -  Oklahoma Consumer Banking
 (Dollars in Thousands)
                                             Three months ended Sept. 30,        Nine months ended Sept. 30,
                                         ---------------------------------- ----------------------------------
                                                2005              2004             2005              2004
                                            ------------- --- -------------    -------------- -- -------------
                                                                                             
NIR (expense) from external sources      $      (6,288)    $      (4,958)   $     (17,563)    $     (13,418)
NIR (expense) from internal sources             22,517            16,703           62,488            46,840
                                            -------------     -------------    --------------    -------------
Total net interest revenue                      16,229            11,745           44,925            33,422

Other operating revenue                         17,530            14,885           49,025            41,901
Operating expense                               20,471            21,981           62,681            59,599
Net loans charged off                              991             1,897            2,994             5,165
Net income                                       7,515             1,683           17,277             6,452

Average assets                           $   2,918,195     $   2,707,268    $   2,938,837     $   2,721,290
Average economic capital                        66,160            67,200           71,270            62,120

Return on assets                                   1.02%           0.25%              0.79%            0.32%
Return on economic capital                        45.06%           9.96%             32.41%           13.87%
Efficiency ratio                                  60.64%          82.54%             66.72%           79.12%



Mortgage Banking

BOK Financial  engages in mortgage banking  activities  through the BOk Mortgage
Division  of  Bank  of  Oklahoma.  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, increased $2.9 million, or 44% compared with the third quarter of 2004.
Mortgage banking  activities  contributed $405 thousand for the third quarter of
2005 compared with a net loss of $735 thousand in 2004.

Mortgage banking activities  consisted of two sectors,  loan production and loan
servicing.  The loan  production  sector  generally  performs best when mortgage
rates are relatively low and loan origination volumes are high. Conversely,  the
loan servicing sector generally performs best when mortgage rates are increasing
and  prepayments  are low.  Mortgage loan  commitment  rates  increased 50 basis
points  during the third  quarter of 2005.  This  increase in  commitment  rates
increased  the value of mortgage  loan  servicing  rights due to lower  expected
prepayment speeds.

Loan Production Sector

Loan  production  revenue  totaled $5.8  million for the third  quarter of 2005,
including $5.8 million of capitalized  mortgage  servicing  rights,  compared to
loan  production  revenue of $2.8  million in 2004,  including  $2.5  million of
capitalized  mortgage  servicing rights. The increase in loan production revenue
was due to increased  volume of loans funded and sold.  Mortgage loans funded in
the third  quarter of 2005 totaled $247  million  compared  with $139 million in
2004.  Approximately  70% of the loans  funded  during 2005 were to borrowers in
Oklahoma. Pre-tax income from loan production totaled $2.1 million for the third
quarter of 2005 compared  with $1.2 million for the third  quarter of 2004.  The
pipeline of mortgage  loan  applications  totaled $290 million at September  30,
2005,  compared with $292 million at June 30, 2005 and $230 million at September
30, 2004.

 11

Loan Servicing Sector

The loan  servicing  sector  had a pre-tax  loss of $1.7  million  for the third
quarter of 2005 compared with a pre-tax loss of $3.0 million for the same period
of 2004. A 50 basis point  increase in mortgage  interest rates during the third
quarter of 2005 increased the value of servicing rights. This resulted in a $4.7
million reversal of the allowance for impairment of mortgage  servicing  rights.
This  reversal  was more than  offset  by $5.0  million  of losses on  financial
instruments  held as an  economic  hedge of the value of the  servicing  rights.
During the third  quarter of 2004,  the  provision  for  impairment of servicing
rights was increased by $5.9 million.  Net gains of $2.1 million were recognized
on financial instruments designated as an economic hedge.

Servicing  revenue  totaled $4.2 million in the third  quarter of 2005  compared
with $4.5 million in 2004.  The decrease in servicing  revenue was due primarily
to a  lower  outstanding  principal  balance  of  loans  serviced.  The  average
outstanding  balance of loans serviced was $3.9 billion during the third quarter
of 2005 compared to $4.4 billion during 2004.  Annualized  servicing revenue per
outstanding  loan  principal  was 42 basis points in the third  quarter of 2005,
compared with 45 basis points for the third quarter of 2004.

Amortization  of mortgage  servicing  rights,  which is  included  in  operating
expense, was $3.8 million in 2005 compared to $3.4 million in 2004. Amortization
expense is determined in proportion to the estimated future cash flows that will
be generated by the mortgage servicing rights.



Table 7 -  Mortgage Banking
 (Dollars in Thousands)
                                                     Three months ended Sept. 30,        Nine months ended Sept. 30,
                                                  ---------------------------------- ----------------------------------
                                                         2005              2004             2005              2004
                                                     ------------- --- -------------    -------------- -- -------------
                                                                                                     
NIR (expense) from external sources               $       5,177     $       5,573    $      15,344     $      16,882
NIR (expense) from internal sources                      (3,722)           (2,677)         (10,913)           (8,347)
                                                     -------------     -------------    --------------    -------------
Total net interest revenue                                1,455             2,896            4,431             8,535

Capitalized mortgage servicing rights                     5,849             2,538           12,386             8,793
Other operating revenue                                   4,184             5,460           14,058            16,838
Gain on sale of assets                                        -                 -            1,232                 -
Operating expense                                        10,248             8,252           27,373            27,150
Provision (recovery) for impairment of
           mortgage servicing rights                     (4,671)            5,900           (3,207)           (1,262)
Gains (losses) on financial instruments, net             (5,047)            2,149           (3,719)           (5,731)
Net income (loss)                                           405              (735)           2,379             1,421

Average assets                                    $     541,151     $     574,786    $     542,326     $     565,167
Average economic capital                                 22,340            25,350           24,260            27,410

Return on assets                                            0.30%          (0.51)%             0.59%            0.34%
Return on economic capital                                  7.20%         (11.53)%            13.11%            6.92%
Efficiency ratio                                           89.21%         (75.75)%            85.26%           79.46%



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.  Additionally,
interest rate  derivative  contracts may also be designated as an economic hedge
of the risk of loss on  mortgage  servicing  rights.  Because the fair values of
these  instruments  are  expected  to vary  inversely  to the fair  value of the
servicing  rights,  they are expected to  partially  offset  risk.  However,  no
special  hedge  accounting  treatment  is  applicable  to  either  the  mortgage
servicing rights or the financial  instruments  designated as an economic hedge.
Securities may be sold and gains or losses realized when necessary to offset the
impairment provision of the mortgage servicing rights. Derivative contracts used
to hedge  mortgage  servicing  rights are carried at fair value with  changes in
fair value recognized in earnings.

This hedging strategy presents certain risks. A well-developed market determines
the  fair  value  for  the  securities  and  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.

 12

At September 30, 2005,  financial  instruments  with a fair value of $92 million
were held for the economic hedge program.  The interest rate  sensitivity of the
mortgage servicing rights and securities held as a hedge is modeled over a range
of +/- 50 basis  points.  At  September  30, 2005,  the pre-tax  results of this
modeling on reported earnings were:


Table 8 - Interest Rate Sensitivity - Mortgage Servicing
(Dollars in Thousands)
                                           50 bp increase   50 bp decrease
Anticipated change in:
Fair value of mortgage servicing rights       $ 3,589       $   (6,213)
Fair value of hedging instruments               (3,375)          3,862
                                          ----------------- ----------------
   Net                                     $      214       $     (2,351)
                                          ----------------- ----------------


Table 8 shows the non-linear  effect of changes in mortgage  commitment rates on
the value of mortgage  servicing  rights.  A 50 basis point increase in rates is
expected to increase  value by $3.6 million  while a 50 basis point  decrease is
expected to reduce value by $6.2 million.  This considers that there is an upper
limit to the  appreciation in the value of servicing rights as rates rise due to
the contractual  repayment  terms of the loans and other factors.  There is much
less of a limit on the speed at which  mortgage  loans may prepay in a declining
rate environment.

The fair value of mortgage  servicing  rights  increased $4.7 million during the
third  quarter of 2005  compared  with an  expected  increase  of $6.0  million.
Although mortgage commitment rates increased 50 basis points during the quarter,
appreciation  in the value of servicing  rights was less than expected due to an
increase in housing  sales which is one of the factors  considered in estimating
future prepayment speeds.


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  includes 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 provided primarily
to  clients  throughout  Oklahoma,  Texas and New  Mexico.  Additionally,  trust
services  include a nationally  competitive,  self-directed  401(k)  program and
administrative  and  advisory  services to the  American  Performance  family of
mutual funds. 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 $4.9 million or 10% to consolidated net income for
the third quarter of 2005.  This compared to $4.2 million or 9% of  consolidated
net income for the same period of 2004.

Trust and private financial  services provided $4.5 million of net income in the
third quarter of 2005, a 22% increase over 2004. At September 30, 2005 and 2004,
the wealth  management  line of business was  responsible  for trust assets with
aggregate market values of $25.2 billion and $21.4 billion, respectively,  under
various fiduciary  arrangements.  The growth in trust assets reflected increased
market value of assets managed in addition to new business  generated during the
year. The Company has sole or joint  discretionary  authority over $10.0 billion
of trust assets at September  30, 2005  compared to $8.5 billion of trust assets
at September  30, 2004.  Trust assets  managed by Colorado  State Bank and Trust
totaled  $2.4  billion at  September  30,  2005  compared  with $1.9  billion at
September 30, 2004.

Brokerage  and trading  activities  provided  $462 thousand of net income in the
third  quarter  of 2005  compared  to net income of $525  thousand  in the third
quarter of 2004. Total brokerage and trading  revenue,  net of interest costs to
carry margin assets increased $800 thousand or 8%. Operating  expenses increased
$707 thousand, including a $482 thousand increase in personnel costs.

 13



Table 9 -  Wealth Management
 (Dollars in Thousands)
                                                    Three months ended Sept. 30,        Nine months ended Sept. 30,
                                                  ---------------------------------- ----------------------------------
                                                         2005              2004             2005              2004
                                                     ------------- --- -------------    -------------- -- -------------
                                                                                                     
NIR (expense) from external sources               $       1,604     $         896    $       3,832     $       2,970
NIR (expense) from internal sources                       2,682             2,397            8,521             6,220
                                                     -------------     -------------    --------------    -------------
Total net interest revenue                                4,286             3,293           12,353             9,190

Other operating revenue                                  25,126            23,591           75,426            70,711
Operating expense                                        21,372            20,004           65,482            62,918
Net income                                                4,913             4,184           13,491            10,336

Average assets                                    $   1,445,733     $   1,030,882    $   1,523,626     $   1,059,777
Average economic capital                                128,620            69,470          108,340            70,950

Return on assets                                           1.35%             1.61%            1.18%             1.30%
Return on economic capital                                15.15%            23.96%           16.65%            19.46%
Efficiency ratio                                          72.66%            74.41%           74.60%            78.74%



Regional Banking

Regional  Banking  consists  primarily of the corporate and  commercial  banking
services  provided  by Bank of Texas,  Bank of  Albuquerque,  Bank of  Arkansas,
Colorado State Bank and Trust and Bank of Arizona in their  respective  markets.
It also includes  fiduciary  services provided by Colorado State Bank and Trust.
Small businesses and middle-market  corporations are Regional  Banking's primary
customer  focus.   Regional  Banking   contributed   $20.5  million  or  40%  to
consolidated  net income  during the third  quarter of 2005.  This compares with
$14.6  million or 30% of  consolidated  net income for the same  period in 2004.
Growth in net income  contributed  by the  regional  banks came  primarily  from
operations in Texas,  New Mexico and Colorado.  Net income for the third quarter
of 2005 in Texas  and New  Mexico  increased  $2.2  million  and  $1.3  million,
respectively.

Growth in net income from Texas operations  resulted  primarily from an increase
in net interest revenue.  Average earning assets increased $256 million. Average
loans  increased  $347 million,  or 20% while  securities  and funds sold to the
funds  management unit decreased $91 million.  Average  deposits  increased $137
million, or 6%.

The increase in net income from New Mexico  operations was also based largely on
an increase in net  interest  revenue.  Average  earning  assets  decreased  $80
million,  or 5%.  However,  the mix of earning  assets  improved.  Average loans
increased  $64  million  or 11% while  funds sold to the funds  management  unit
decreased $139 million.  Average deposits in the New Mexico market increased $71
million or 8%.

Colorado  State Bank and Trust provided net income of $882 thousand to the third
quarter of 2005  compared with a net loss of $1.3 million for the same period of
2004.  Earnings  growth was provided  primarily by net  interest  revenue  which
increased  $4.0 million.  Average assets  increased $149 million,  or 22%. Funds
sold to the funds  management  unit  increased  $117  million due  primarily  to
deposit growth. Average loans increased $26 million, or 7%.

Bank of Arizona  incurred a net loss of $334  thousand for the third  quarter of
2005. Operating expenses included $258 thousand of core deposit intangible asset
amortization. The Company's policy is to amortize core deposit intangible assets
over the expected life of the acquired deposits using an accelerated method. The
weighted  average life of the  acquired  deposits is  approximately  five years.
Operating expenses also included $152 thousand of recruiting expenses.

 14




Table 10 -  Bank of Texas
 (Dollars in Thousands)
                                             Three months ended Sept. 30,        Nine months ended Sept. 30,
                                         ---------------------------------- ----------------------------------
                                                2005              2004             2005              2004
                                            ------------- --- -------------    -------------- -- -------------
                                                                                            
NIR (expense) from external sources      $      37,574     $      31,400    $     107,769     $      88,733
NIR (expense) from internal sources             (2,996)           (1,261)          (7,300)           (3,614)
                                            -------------     -------------    --------------    -------------
Total net interest revenue                      34,578            30,139          100,469            85,119

Other operating revenue                          6,172             5,603           17,806            16,696
Operating expense                               19,653            17,570           60,594            53,719
Net loans charged off                              503               990            1,876             3,502
Net income                                      13,389            11,165           36,561            29,014

Average assets                           $   3,298,673     $   3,086,161    $   3,328,361     $   3,107,050
Average economic capital                       176,360           158,080          174,080           165,850
Average invested capital                       343,450          325,160           341,160           332,940

Return on assets                                   1.61%           1.44%              1.47%            1.25%
Return on economic capital                        30.12%          28.10%             28.08%           23.37%
Return on average invested capital                15.47%          13.66%             14.33%           11.64%
Efficiency ratio                                  48.23%          49.16%             51.23%           52.76%




Table 11 -  Bank of Albuquerque
 (Dollars in Thousands)
                                                      Three months ended Sept. 30,        Nine months ended Sept. 30,
                                                  ---------------------------------- ----------------------------------
                                                         2005              2004             2005              2004
                                                     ------------- --- -------------    -------------- -- -------------
                                                                                                     
NIR (expense) from external sources               $      15,065     $      12,064    $      42,449     $      33,844
NIR (expense) from internal sources                      (2,839)           (1,269)          (7,285)           (3,334)
                                                     -------------     -------------    --------------    -------------
Total net interest revenue                               12,226            10,795           35,164            30,510

Other operating revenue                                   4,567             3,864           12,850            10,883
Operating expense                                         7,614             7,680           22,997            23,218
Net loans charged off                                       407               301              828             1,146
Net income                                                5,360             4,081           14,780            10,405

Average assets                                    $   1,645,963     $   1,621,976    $   1,634,236     $   1,629,700
Average economic capital                                 75,000            64,270           71,790            68,390
Average invested capital                                 94,090           83,360            90,880            87,480

Return on assets                                            1.29%           1.00%              1.21%            0.85%
Return on economic capital                                 28.35%          25.26%             27.53%           20.32%
Return on average invested capital                         22.60%          19.48%             21.74%           15.89%
Efficiency ratio                                           45.34%          52.39%             47.90%           56.09%


 15



Table 12 - Bank of Arkansas
 (Dollars in Thousands)
                                                      Three months ended Sept. 30,        Nine months ended Sept. 30,
                                                  ---------------------------------- ----------------------------------
                                                         2005              2004             2005              2004
                                                     ------------- --- -------------    -------------- -- -------------
                                                                                                     
NIR (expense) from external sources               $       3,082     $       2,102    $       8,877     $       6,570
NIR (expense) from internal sources                      (1,082)             (526)          (2,743)           (1,468)
                                                     -------------     -------------    --------------    -------------
Total net interest revenue                                2,000             1,576            6,134             5,102

Other operating revenue                                     903               378            1,679             1,022
Operating expense                                           967               978            2,961             2,950
Net loans charged off                                        (5)               25               18               (29)
Net income                                                1,186               581            2,954             1,957

Average assets                                    $     267,751     $     266,951    $     267,702     $     269,931
Average economic capital                                 11,010            11,680           11,720            11,590
Average invested capital                                 11,010           11,680            11,720            11,590

Return on assets                                            1.76%           0.87%              1.48%            0.97%
Return on economic capital                                 42.74%          19.79%             33.70%           22.55%
Return on average invested capital                         42.74%          19.79%             33.70%           22.55%
Efficiency ratio                                           33.31%          50.05%             37.90%           48.17%




Table 13 - Colorado State Bank and Trust
 (Dollars in Thousands)
                                                    Three months ended Sept. 30,        Nine months ended Sept. 30,
                                                  ---------------------------------- ----------------------------------
                                                         2005              2004             2005              2004
                                                     ------------- --- -------------    -------------- -- -------------
                                                                                                     
NIR (expense) from external sources               $       9,281     $       6,194    $      24,906     $      16,743
NIR (expense) from internal sources                      (3,279)           (4,144)          (8,385)           (5,060)
                                                    -------------     -------------    --------------    -------------
Total net interest revenue                                6,002             2,050           16,521            11,683

Other operating revenue                                   2,421             1,969            7,420             6,233
Operating expense                                         6,138             6,050           17,697            16,466
Net loans charged off                                       840                (8)           2,491               116
Net income (loss)                                           882            (1,267)           2,293               815

Average assets                                    $     810,933     $     662,429    $     829,057     $     671,323
Average economic capital                                 50,090            35,310           44,260            27,500
Average invested capital                                 92,070           77,290            86,240            69,480

Return on assets                                            0.43%          (0.76)%             0.37%            0.16%
Return on economic capital                                  6.99%         (14.27)%             6.93%            3.96%
Return on average invested capital                          3.80%          (6.52)%             3.55%            1.57%
Efficiency ratio                                           72.87%         150.53%             73.92%           91.91%



 16


Table 14 - Bank of Arizona ***
 (Dollars in Thousands)
                                         Three months    Nine months
                                            ended            ended
                                         Sept. 30, 2005 Sept. 30, 2005
                                       ---------------- -----------------
NIR (expense) from external sources    $        3,557    $     6,523
NIR (expense) from internal sources           (1,338)         (2,333)
                                          ------------- -----------------
Total net interest revenue                      2,219          4,190

Other operating revenue                           324            670
Operating expense                               3,230          6,285
Net loans charged off                               2             23
Net income (loss)                               (334)           (798)

Average assets                         $      117,387     $   95,899
Average economic capital                       14,390          6,330
Average invested capital                       31,040         22,980

Return on assets                              (1.13)%           (1.11)%
Return on economic capital                    (9.21)%          (16.86)%
Return on average invested capital            (4.27)%           (4.64)%
Efficiency ratio                              127.02%          129.32%

*** Bank of Arizona was acquired in April 2005.


Financial Condition

Securities

Securities  are  classified as either held for  investment or available for sale
based upon asset/liability  management  strategies,  liquidity and profitability
objectives and regulatory  requirements.  Investment  securities,  which consist
primarily  of Oklahoma  municipal  bonds,  are carried at cost and  adjusted for
amortization  of premiums or accretion of discounts.  Management has the ability
and  intent to hold  these  securities  until they  mature.  Available  for sale
securities,  which may be sold prior to  maturity,  are  carried at fair  value.
Unrealized  gains or losses,  less deferred  taxes,  are recorded as accumulated
other comprehensive income in shareholders' equity.

The amortized  cost of available  for sale  securities at September 30, 2005 and
June 30, 2005  totaled $4.9  billion.  Mortgage-backed  securities  continued to
represent  substantially  all  available  for  sale  securities.  As  previously
discussed in the Net Interest Revenue section of this report,  the Company holds
mortgage-backed  securities as part of its overall interest rate risk management
strategy.

The primary  risk of holding  mortgage-backed  securities  comes from  extension
during periods of rising interest rates or prepayment  during periods of falling
interest rates. The Company evaluates this risk through extensive  modeling both
before  making  an  investment  and  throughout  the life of the  security.  The
expected duration of the mortgage-backed  securities portfolio was approximately
2.8 years at September 30, 2005 and June 30, 2005.

The Company  recognized a $2.0 million  other-than-temporary  impairment  in the
third  quarter  of 2005 on  available  for sale  securities  it intends to sell.
Remaining net  unrealized  losses on available for sale  securities  totaled $71
million at September 30, 2005  compared  with $46 million at June 30, 2005.  The
increase in net unrealized  losses was due primarily to rising  interest  rates.
The aggregate  gross amount of  unrealized  losses at September 30, 2005 totaled
$74 million.  Management  evaluated the  securities  with  unrealized  losses to
determine if the losses were temporary.  This evaluation considered factors such
as causes of the  unrealized  losses and  prospects  for  recovery  over various
interest rate  scenarios and time  periods.  It is believed,  based on currently
available information and the Company's  evaluation,  that the unrealized losses
in these securities were temporary.

 17


Loans

The aggregate loan portfolio at September 30, 2005 totaled $8.9 billion, a $369
million or 17% annualized increase since June 30, 2005.


---------------------------------------------------------------------------------------------------------------------
Table 15 - Loans
(In thousands)
                                         Sept. 30,        June 30,         March 31,      Dec. 31,         Sept. 30, 
                                           2005             2005             2005           2004             2004 
                                    ---------------------------------------------------------------------------------
Commercial:
                                                                                                  
  Energy                             $   1,350,835    $   1,278,885   $   1,174,498   $   1,223,195    $   1,097,191
  Manufacturing                            484,662          483,211         468,615         484,423          479,866
  Wholesale/retail                         804,628          777,440         696,066         699,318          737,235
  Agriculture                              238,950          244,687         263,382         262,436          262,171
  Healthcare                               476,616          434,132         441,651         424,257          464,560
  Services                               1,419,342        1,340,411       1,263,527       1,190,814        1,180,324
  Other commercial and industrial          292,657          301,013         283,107         291,393          277,102
---------------------------------------------------------------------------------------------------------------------
      Total commercial                   5,067,690        4,859,779       4,590,846       4,575,836        4,498,449
---------------------------------------------------------------------------------------------------------------------

Commercial real estate:
  Construction and land development        605,457          542,049         518,137         457,399          467,396
  Multifamily                              225,074          237,904         224,533         231,985          236,240
  Other real estate loans                1,142,093        1,081,906         975,115         931,726          917,488
---------------------------------------------------------------------------------------------------------------------
      Total commercial real estate       1,972,624        1,861,859       1,717,785       1,621,110        1,621,124
---------------------------------------------------------------------------------------------------------------------

Residential mortgage:
  Secured by 1-4 family
    residential properties               1,166,559        1,151,674       1,215,022       1,198,918        1,120,761
  Residential mortgages held for sale       46,306           74,410          44,429          40,262           82,053
---------------------------------------------------------------------------------------------------------------------
      Total residential mortgage         1,212,865        1,226,084       1,259,451       1,239,180        1,202,814
---------------------------------------------------------------------------------------------------------------------

Consumer                                   630,389          566,958         517,884         492,841          461,779
---------------------------------------------------------------------------------------------------------------------

  Total                              $   8,883,568    $   8,514,680   $   8,085,966   $   7,928,967    $   7,784,166
---------------------------------------------------------------------------------------------------------------------


The commercial loan portfolio increased $208 million during the third quarter of
2005.  The energy portion of the portfolio  increased $72 million.  Energy loans
totaled $1.4 billion or 15% of total loans at September 30, 2005.  Approximately
$1.1  billion 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. This portion of the energy loan portfolio provided much
of the  quarter's  loan growth.  Exploration  and  acquisition  activities  have
increased based on the expectation  that the markets have set a higher floor for
energy prices.  The energy category also included loans to borrowers involved in
the  transportation  and sale of oil and gas and to borrowers  that  manufacture
equipment or provide other services to the energy industry.  Services  comprised
16%  of the  total  loan  portfolio  and  consists  of  loans  to a  variety  of
businesses.  Approximately  $1.0  billion of the services  category  consists of
loans with outstanding balances less than $10 million. Agriculture included $200
million of loans to the cattle industry.  Other notable loan  concentrations  by
primary industry of the borrowers are presented in Table 15.

BOK Financial participates in shared national credits when appropriate to obtain
or maintain business relationships with local customers. Shared national credits
are defined by banking  regulators  as credits of more than $20 million and with
three or more non-affiliated  banks as participants.  At September 30, 2005, the
outstanding principal balance of these loans totaled $1.1 billion. Substantially
all of these  loans  are to  borrowers  with  local  market  relationships.  BOK
Financial serves as the agent lender in approximately 29% of its shared national
credits,  based on dollars  committed.  The Company's lending policies generally
avoid loans in which we do not have the opportunity to maintain or achieve other
business relationships with the customer.

Commercial  real estate loans totaled $2.0 billion or 22% of the loan  portfolio
at September 30, 2005. The  outstanding  balance of commercial real estate loans
increased  $111 million since June 30, 2005,  an annualized  growth rate of 24%.
Construction  and land  development  included  $480  million  for single  family
residential lots and premises,  up $64 million, or 15% since June 30, 2005. This
growth  resulted  from expanded  builder  loans.  The major  components of other
commercial  real estate  loans were retail  facilities - $323 million and office
buildings  - $461  million.  Commercial  real  estate  loans  secured  by office
buildings increased $41 million, or 10%, during the quarter.

 18

Residential mortgage loans, excluding loans held for sale, included $347 million
of home equity loans,  $369 million of loans held in  conjunction  with business
relationships,  $236 million of  adjustable  rate  mortgages and $183 million of
loans held for community  development.  Consumer  loans included $348 million of
indirect automobile loans. Indirect automobile loans grew $61 million during the
third  quarter due to increased  demand.  Substantially  all of these loans were
purchased  from  dealers  in  Oklahoma,  although  the  Company  began  indirect
automobile lending activities in Arkansas during the third quarter of 2005.

Table 16  presents  the  distribution  of the major  loan  categories  among our
primary market areas.


---------------------------------------------------------------------------------------------------------------------
Table 16 - Loans by Principal Market Area
(In thousands)

                                         Sept. 30,        June 30,        March 31,        Dec. 31,         Sept. 30, 
                                           2005             2005            2005             2004             2004
                                    ---------------------------------------------------------------------------------
Oklahoma:
                                                                                                  
   Commercial                        $   3,101,209    $   3,026,311   $   2,871,566   $   2,847,470    $   2,914,917
   Commercial real estate                  890,737          856,617         791,816         744,724          746,444
   Residential mortgage                    839,344          827,431         936,375         901,648          819,537
   Residential mortgage held for sale       46,306           74,410          44,429          40,262           82,053
   Consumer                                472,899          425,318         389,571         367,947          343,680
                                    ---------------------------------------------------------------------------------
     Total Oklahoma                  $   5,350,495    $   5,210,087   $   5,033,757   $   4,902,051    $   4,906,631
                                    ---------------------------------------------------------------------------------

Texas:            
   Commercial                        $   1,294,606    $   1,182,307   $   1,135,509   $   1,120,069    $     994,335
   Commercial real estate                  537,576          509,472         477,487         459,067          467,935
   Residential mortgage                    196,593          196,457         177,919         191,296          195,393
   Consumer                                 89,329           90,245          85,626          86,732           87,371
                                    ---------------------------------------------------------------------------------
     Total Texas                     $   2,118,104    $   1,978,481   $   1,876,541   $   1,857,164    $   1,745,034
                                    ---------------------------------------------------------------------------------

Albuquerque:
   Commercial                        $     354,087    $     340,378   $     325,069   $     354,904    $     331,027
   Commercial real estate                  223,236          219,175         218,357         196,832          195,390
   Residential mortgage                     65,203           63,821          62,015          63,043           64,105
   Consumer                                 15,195           15,813          12,306          13,260           11,687
                                    ---------------------------------------------------------------------------------
     Total Albuquerque               $     657,721    $     639,187   $     617,747   $     628,039    $     602,209
                                    ---------------------------------------------------------------------------------

Northwest Arkansas:
   Commercial                        $      54,703    $      54,703   $      51,026   $      61,934    $      64,789
   Commercial real estate                   85,600           76,803          75,024          74,478           69,075
   Residential mortgage                     12,097           11,674          10,771          11,238            9,022
   Consumer                                 20,397            4,560           3,599           3,858            4,998
                                    ---------------------------------------------------------------------------------
     Total Northwest Arkansas        $     172,797    $     147,740   $     140,420   $     151,508    $     147,884
                                    ---------------------------------------------------------------------------------

Colorado:
   Commercial                        $     219,208    $     210,142   $     207,676   $     191,459    $     193,381
   Commercial real estate                  132,741          125,120         120,844         118,134          142,280
   Residential mortgage                     26,186           27,292          27,942          31,693           32,704
   Consumer                                 26,126           27,996          26,782          21,044           14,043
                                    ---------------------------------------------------------------------------------
     Total Colorado                  $     404,261    $     390,550   $     383,244   $     362,330    $     382,408
                                    ---------------------------------------------------------------------------------

Arizona:
   Commercial                        $      43,877    $      45,938   $           -   $           -    $           -
   Commercial real estate                  102,734           74,672          34,257          27,875                -
   Residential mortgage                     27,136           24,999               -               -                -
   Consumer                                  6,443            3,026               -               -                -
                                    ---------------------------------------------------------------------------------
     Total Arizona                   $     180,190    $     148,635   $      34,257   $      27,875    $           -
                                    ---------------------------------------------------------------------------------

Total BOK Financial loans            $   8,883,568    $   8,514,680   $   8,085,966   $   7,928,967    $   7,784,166
                                    ---------------------------------------------------------------------------------



 19

Loan Commitments

BOK Financial enters into certain  off-balance sheet  arrangements in the normal
course of business.  These arrangements  included loan commitments which totaled
$3.9  billion  and  standby  letters of credit  which  totaled  $524  million at
September 30, 2005. Loan commitments may be unconditional obligations to provide
financing or conditional  obligations  that depend on the  borrower's  financial
condition,  collateral  value or other  factors.  Standby  letters of credit are
unconditional  commitments  to guarantee  the  performance  of our customer to a
third party. Since some of these commitments are expected to expire before being
drawn upon, the total  commitment  amounts do not necessarily  represent  future
cash requirements.

Derivatives with Credit Risk

BOK Financial  offers programs that permit its customers to hedge various risks,
including  fluctuations in energy and cattle prices,  interest rates and foreign
exchange rates. Each of these programs work essentially the same way. Derivative
contracts  are executed  between the  customers  and BOK  Financial.  Offsetting
contracts  are  executed  between  the Company and  selected  counterparties  to
minimize  the risk to us of changes in  commodity  prices,  interest  rates,  or
foreign exchange rates. The counterparty contracts are identical to the customer
contracts,  except  for  a  fixed  pricing  spread  or a  fee  paid  to  BOk  as
compensation for administrative costs, credit risk and profit.

These programs create credit risk for potential  amounts due to the Company from
its customers  and from the  counterparties.  Customer  credit risk is monitored
through  existing  credit  policies  and  procedures.  The effects of changes in
commodity prices,  interest rates or foreign exchange rates are evaluated across
a range of possible  options to determine the maximum exposure we are willing to
have  individually  to any  customer.  Customers may also be required to provide
margin collateral to further limit our credit risk.

Counterparty  credit risk is evaluated through existing policies and procedures.
This evaluation  considers the total relationship between BOK Financial and each
of the counterparties. Individual limits are established by management, approved
by Credit, and reviewed by the Asset / Liability Committee. Margin collateral is
required  if the  exposure  between the  Company  and any  counterparty  exceeds
established  limits.  Based on declines in the  counterparties'  credit  rating,
these limits are reduced and additional margin collateral is required.

A deterioration of the credit standing of one or more of the  counterparties  to
these contracts 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  the  credit  standing  of  the  counterparty
deteriorated such that either the fair value of underlying  collateral 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, 2005, the fair
value of derivative  contracts  reported as assets under these programs  totaled
$644 million.  This included energy  contracts with fair values of $614 million,
interest  rate  contracts  with fair values of $15 million and foreign  exchange
contracts with fair values of $12 million.  The aggregate fair values of related
derivative contracts reported as liabilities totaled $648 million. Approximately
95% of the fair value of net asset contracts was with customers. The credit risk
of these contracts is generally  backed by energy  production.  The remaining 5%
was  with  counterparties,   consisting  primarily  of  highly  rated  financial
institutions  and energy  companies.  The  maximum  net  exposure  to any single
customer or counterparty totaled $114 million.

The Company's policy had been to carry all derivative contracts at fair value on
a gross asset / gross liability basis. Changes in energy prices during the third
quarter of 2005 caused significant increases in the fair values of both
derivative assets and liabilities. The potential impact of these increases on
regulatory capital ratios caused the Company to adopt FASB Interpretation No.
39, "Offsetting Amounts Related to Certain Contracts" ("FIN 39"). FIN 39 permits
reporting derivative assets and liabilities on a net by counterparty basis
provided certain specified criteria are met. These criteria require written
bilateral netting agreements between the Company and each of its counterparties
that create a single legal claim or obligation to pay or receive the net amount
in settlement of the individual derivative contracts. Derivative contracts for
prior periods have been reclassified for consistent presentation.


 20

Summary of Loan Loss Experience

The reserve for loan losses, which is available to absorb losses inherent in the
loan portfolio, totaled $110 million at September 30, 2005, $109 million at June
30, 2005 and $114  million at  September  30, 2004.  These  amounts  represented
1.24%, 1.29% and 1.48% of outstanding  loans,  excluding loans held for sale, at
September 30, 2005, June 30, 2005, and September 30, 2004, respectively.  Losses
on loans held for sale,  principally  mortgage loans  accumulated  for placement
into security pools, are charged to earnings through  adjustment in the carrying
value.  The reserve for loan losses  also  represented  293% of the  outstanding
balance of nonperforming loans at September 30, 2005, compared with 269% at June
30, 2005 and 220% at September 30, 2005.  Net loans charged off during the third
quarter of 2005 totaled $3.3 million,  compared with $2.3 million for the second
quarter of 2005 and $4.8 million for the same period in 2004.

Credit risk from loan  commitments  and letters of credit are  considered in the
evaluation  of the adequacy of the reserve for loan losses.  A separate  reserve
for  off-balance  sheet  credit  risk is  maintained  and is  included  in other
liabilities  within the balance  sheet.  Table 17 presents the trend of reserves
for off-balance sheet credit losses and the relationship between the reserve and
loan  commitments.  The  relationship  between the  combined  reserve for credit
losses and  outstanding  loans is also presented to facilitate  comparison  with
peer banks and others who have not  adopted  this  preferred  presentation.  The
provision for credit losses included the combined charge to expense for both the
reserve for loan losses and the reserve for off-balance sheet credit losses. All
losses  incurred  from  lending  activities  will  ultimately  be  reflected  in
charge-offs  against  the  reserve  for  loan  losses.   Losses  on  outstanding
commitments  would occur after the commitment is funded and  collection  efforts
are exhausted.

 21



------------------------------------------------------------------------------------------------------------------------------
Table 17 - Summary of Loan Loss Experience
(In thousands)
                                                                           Three Months Ended
                                            ----------------------------------------------------------------------------------
                                                 Sept. 30,          June 30,       March 31,       Dec. 31,         Sept. 30, 
                                                   2005               2005           2005            2004             2004
                                            ----------------------------------------------------------------------------------
Reserve for loan losses:
                                                                                                         
Beginning balance                           $     108,885     $     108,958   $     108,618  $     113,719    $     114,704
   Loans charged off:
      Commercial                                      819             1,641           1,438          4,195            2,712
      Commercial real estate                          730                90           1,715            100              254
      Residential mortgage                            382               423             181            493              392
      Consumer                                      3,380             2,890           2,490          3,384            3,521
------------------------------------------------------------------------------------------------------------------------------
      Total                                         5,311             5,044           5,824          8,172            6,879
------------------------------------------------------------------------------------------------------------------------------
   Recoveries of loans previously charged off:
      Commercial                                      711             1,435           1,099            533              811
      Commercial real estate                            7                73              29              9                -
      Residential mortgage                             21                16              10             11              125
      Consumer                                      1,238             1,233           1,508          1,189            1,163
------------------------------------------------------------------------------------------------------------------------------
      Total                                         1,977             2,757           2,646          1,742            2,099
------------------------------------------------------------------------------------------------------------------------------
Net loans charged off                               3,334             2,287           3,178          6,430            4,780
Provision for loan losses                           4,071             1,142           3,518          1,329            3,795
Additions due to acquisitions                           -             1,072               -              -                -
------------------------------------------------------------------------------------------------------------------------------
Ending balance                              $     109,622     $     108,885   $     108,958  $     108,618    $     113,719
------------------------------------------------------------------------------------------------------------------------------
Reserve for off-balance sheet credit losses:
Beginning balance                           $      17,889     $      16,984   $      18,502  $      15,392    $       14,201
Provision for off-balance sheet credit losses         (95)              873          (1,518)         3,110             1,191
Additions due to acquisitions                           -                32               -              -                 -
------------------------------------------------------------------------------------------------------------------------------
Ending balance                              $      17,794     $      17,889   $      16,984  $      18,502    $       15,392
------------------------------------------------------------------------------------------------------------------------------
Total provision for credit losses           $       3,976     $       2,015   $       2,000  $       4,439    $        4,986
------------------------------------------------------------------------------------------------------------------------------
Reserve for loan losses to loans
    outstanding at period-end (1)                    1.24%             1.29%           1.35%          1.38%            1.48%
Net charge-offs (annualized)
    to average loans (1)                             0.16              0.11            0.16           0.33             0.25
Total provision for credit losses
    (annualized) to average loans (1)                0.19              0.10            0.10           0.23             0.26
Recoveries to gross charge-offs                     37.22             54.66           45.43          21.32            30.51
Reserve for loan losses as a multiple of
    net charge-offs (annualized)                     8.22x            11.90x           8.57x          4.22x            5.95x
Reserve for off-balance sheet credit
    losses to off-balance sheet credit commitments   0.41%             0.42%           0.41%          0.48%            0.42%
Combined reserves for credit losses to
    loans outstanding at period-end (1)              1.44              1.50            1.57           1.61             1.68
------------------------------------------------------------------------------------------------------------------------------
(1) Excludes residential mortgage loans held for sale.


Specific  impairment  reserves are  determined  through  evaluation of estimated
future  cash  flows and  collateral  value.  At  September  30,  2005,  specific
impairment reserves totaled $6.5 million on total impaired loans of $28 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 risk factor identified. At September 30,
2005, the ranges of potential losses for the more significant factors were:

General economic conditions - $9.0 million to $14.7 million 
Concentration in large loans - $1.7 million to $ 3.4 million

The provision  for credit  losses  totaled $4.0 million for the third quarter of
2005, compared with $2.0 million for the second quarter of 2005 and $5.0 million
for the third quarter of 2004.  Factors  considered in determining the provision
for credit losses  included an increase in net losses  incurred during the third
quarter,  concerns  about the  effect of changes  in  interest  rates and energy
prices  on the  commercial  real  estate  and  commercial  loan  portfolios  and
potential  disruption  to the  economy  from  recent  storms in the Gulf  coast,
including  Houston.  These  factors were  partially  offset by reductions in the
outstanding  balances of criticized and classified  loans and the number of past
due, nonperforming and

 22


potential problem loans.

Nonperforming Assets

Information  regarding  nonperforming  assets,  which  totaled  $42  million  at
September  30, 2005 and $46 million at June 30, 2005 is  presented  in Table 18.
Nonperforming  assets included  nonaccrual and  renegotiated  loans and excluded
loans 90 days or more past due but still  accruing  interest.  Nonaccrual  loans
totaled $37  million at  September  30,  2005 and $41 million at June 30,  2005.
Newly identified nonaccruing loans totaled $4.7 million during the third quarter
of 2005.  Nonaccruing loans decreased $2.0 million from a loan that was returned
to accrual status after a period of satisfactory  performance,  $1.5 million for
loans charged off or foreclosed, and $4.7 million for cash payments received.


---------------------------------------------------------------------------------------------------------------------
Table 18 - Nonperforming Assets
(In thousands)
                                                   Sept. 30,     June 30,      March 31,     Dec. 31,      Sept. 30, 
                                                     2005         2005           2005          2004          2004
                                               ----------------------------------------------------------------------
Nonaccrual loans:
                                                                                                
   Commercial                                   $    17,920   $    21,173   $    29,116  $    33,195   $    36,526
   Commercial real estate                            10,422        11,722        12,671       10,144         8,293
   Residential mortgage                               8,531         7,154         7,533        8,612         6,228
   Consumer                                             480           478           483          709           729
---------------------------------------------------------------------------------------------------------------------
   Total nonaccrual loans                            37,353        40,527        49,803       52,660        51,776
Other nonperforming assets                            5,069         5,062         3,187        3,763         6,038
---------------------------------------------------------------------------------------------------------------------
   Total nonperforming assets                   $    42,422   $    45,589   $    52,990  $    56,423   $    57,814
---------------------------------------------------------------------------------------------------------------------
Ratios:
 Reserve for loan losses to nonaccrual loans        293.48%       268.67%       218.78%      206.26%       219.64%
 Combined reserves for credit
    losses to nonaccrual loans                      341.11        312.81        252.88        241.40       249.36
 Nonaccrual loans to period-end loans (2)             0.42          0.48          0.62         0.67          0.67
---------------------------------------------------------------------------------------------------------------------
Loans past due (90 days)  (1)                  $    10,027   $     7,125    $    6,782   $    7,649   $     9,173
---------------------------------------------------------------------------------------------------------------------

(1)  Includes residential mortgages 
     guaranteed by agencies of the U.S.
     Government.                               $     3,646   $     3,713   $     2,650  $     2,308   $     2,354
(2) Excludes residential mortgage loans held for sale.
---------------------------------------------------------------------------------------------------------------------



The loan review process also identified  loans that possess more than the normal
amount of risk due to deterioration  in the financial  condition of the borrower
or the 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  were  not  included  in
Nonperforming Assets. Known information,  however, causes management concerns as
to the  borrowers'  ability to comply with current  repayment  terms.  Potential
problem  loans totaled $30 million at September 30, 2005 and $38 million at June
30, 2005.  The  reduction in potential  problem loans during the quarter was due
primarily to the payoff of a $7.6 million  credit.  The current  composition  of
potential  problem loans by primary industry  included  healthcare - $9 million,
real estate - $6 million, services - $5 million and energy - $4 million.


Deposits

Deposit  accounts  represent the Company's  primary funding source.  The Company
competes  for retail  and  commercial  deposits  by  offering  a broad  range of
products  and  services and  focusing on customer  convenience.  Retail  deposit
growth is  supported  through the Perfect  Banking  program,  free  checking and
on-line Billpay services,  an extensive network of branch locations and ATMs and
a 24-hour  Express Bank call center.  Commercial  deposit growth is supported by
offering treasury management and lockbox services.

Average  deposits grew $288 million,  a 12% annualized rate for third quarter of
2005. Core deposits,  excluding public funds and brokered  deposits,  grew at an
annualized rate of 9%. Average core deposits comprised 52% of total deposits for
both the third and second  quarters of 2005.  Deposit  accounts with balances in
excess  of  $100,000  represented  39% and 38% of total  deposits  for the third
quarter and second quarter of 2005, respectively. Average deposits in excess of

 23

$100,000 increased at a 15% annualized rate for the third quarter of 2005.

Average  brokered  time  deposits  totaled $384 million for the third quarter of
2005,  compared  with  $302  million  for the  preceding  quarter.  The  Company
increased  brokered  time  deposits by $210 million  during the third quarter of
2005. The weighted average fixed-rate cost of these deposits was 4.02%. Interest
rate swaps, which have been designated as fair value hedges, convert the cost of
these deposits to floating rate approximately equal to 30-day LIBOR.

The distribution of deposit  accounts among principal  markets is shown in Table
19.


 24



---------------------------------------------------------------------------------------------------------------------
Table 19 - Deposits by Principal Market Area
(In thousands)
                                         Sept. 30,       June 30,         March 31,       Dec. 31,         Sept. 30, 
                                           2005            2005             2005            2004             2004
                                    ---------------------------------------------------------------------------------
Oklahoma:
                                                                                                  
   Demand                            $     959,169   $   1,028,640    $   1,091,132   $   1,095,228    $   1,045,981
   Interest-bearing:
     Transaction                         2,411,175       2,367,511        2,235,950       2,291,089        2,167,279
     Savings                                86,220          89,972           93,655          87,597           92,275
     Time                                2,728,224       2,450,730        2,511,465       2,505,849        2,543,292
                                    ---------------------------------------------------------------------------------
   Total interest-bearing                5,225,619       4,908,213        4,841,070       4,884,535        4,802,846
                                    ---------------------------------------------------------------------------------
     Total Oklahoma                  $   6,184,788   $   5,936,853    $   5,932,202   $   5,979,763    $   5,848,827
                                    ---------------------------------------------------------------------------------

Texas:
   Demand                            $     533,475   $     478,855    $     628,043   $     617,808    $     587,181
   Interest-bearing:
     Transaction                         1,299,279       1,292,938        1,111,808       1,119,893        1,118,960
     Savings                                29,620          29,635           30,695          30,331           32,244
     Time                                  633,785         606,528          601,397         571,993          581,017
                                    ---------------------------------------------------------------------------------
   Total interest-bearing                1,962,684       1,929,101        1,743,900       1,722,217        1,732,221
                                    ---------------------------------------------------------------------------------
     Total Texas                     $   2,496,159   $   2,407,956    $   2,371,943   $   2,340,025    $   2,319,402
                                    ---------------------------------------------------------------------------------

Albuquerque:
   Demand                            $     155,517   $     139,107    $     133,309   $     136,599    $     146,163
   Interest-bearing:
     Transaction                           338,706         306,230          314,067         320,118          345,851
     Savings                                17,614          17,875           18,428          17,885           18,102
     Time                                  454,561         449,180          434,131         411,939          385,139
                                    ---------------------------------------------------------------------------------
   Total interest-bearing                  810,881         773,285          766,626         749,942          749,092
                                    ---------------------------------------------------------------------------------
     Total Albuquerque               $     966,398   $     912,392    $     899,935   $     886,541    $     895,255
                                    ---------------------------------------------------------------------------------

Northwest Arkansas:
   Demand                            $      13,772   $      10,890    $      14,922   $      14,489    $      15,242
   Interest-bearing:
     Transaction                            23,335          24,816           23,555          26,882           24,462
     Savings                                 1,268           1,284            1,405           1,434            1,302
     Time                                   81,510          83,388           88,031          99,677          107,576
                                    ---------------------------------------------------------------------------------
   Total interest-bearing                  106,113         109,488          112,991         127,993          133,340
                                    ---------------------------------------------------------------------------------
     Total Northwest Arkansas        $     119,885   $     120,378    $     127,913   $     142,482    $     148,582
                                    ---------------------------------------------------------------------------------

Colorado:
   Demand                            $      51,978   $      32,044    $      73,383   $      62,995    $      61,865
   Interest-bearing:
     Transaction                           216,718         228,881          220,618         189,106          203,349
     Savings                                16,568          16,791           22,140          19,092           19,085
     Time                                  221,753         117,130           86,406          54,394           43,076
                                    ---------------------------------------------------------------------------------
   Total interest-bearing                  455,039         362,802          329,164         262,592          265,510
                                    ---------------------------------------------------------------------------------
     Total Colorado                  $     507,017   $     394,846    $     402,547   $     325,587    $     327,375
                                    ---------------------------------------------------------------------------------

Arizona:
   Demand                            $      42,784   $      60,412    $           -   $           -    $           -
   Interest-bearing:
     Transaction                            71,510          56,624                -               -                -
     Savings                                 3,862           4,771                -               -                -
     Time                                    6,802           6,574                -               -                -
                                    ---------------------------------------------------------------------------------
   Total interest-bearing                   82,174          67,969                -               -                -
                                    ---------------------------------------------------------------------------------
     Total Arizona                   $     124,958   $     128,381    $           -   $           -    $           -
                                    ---------------------------------------------------------------------------------

Total BOK Financial deposits         $  10,399,205   $   9,900,806    $   9,734,540   $   9,674,398    $   9,539,441
                                    ---------------------------------------------------------------------------------


25

Borrowings and Capital

BOK Financial  (parent company) has a $125 million  unsecured  revolving line of
credit  with  certain  banks that  matures in  December  2006.  The  outstanding
principal  balance  of this  credit  agreement  was paid off  during  the second
quarter of 2005 with the proceeds of a $150 million  subordinated debt. Interest
is based on LIBOR plus a defined  margin  that is  determined  by the  principal
balance  outstanding  and our  credit  rating or a base  rate.  The base rate is
defined as the  greater of the daily  federal  funds rate plus 0.5% or the prime
rate. A fee of 20 basis points is assessed on the unused committed balance. This
credit agreement includes certain restrictive covenants that limit the Company's
ability to borrow  additional  funds and to pay cash  dividends on common stock.
These covenants also require BOK Financial and its subsidiary  banks to maintain
minimum capital levels and to exceed minimum net worth ratios. BOK Financial met
all of the restrictive covenants at September 30, 2005.

The primary source of liquidity for BOK Financial is dividends  from  subsidiary
banks,  which are limited by various  banking  regulations  to net  profits,  as
defined,  for the  preceding  two years.  Dividends  are further  restricted  by
minimum capital  requirements.  Based on the most restrictive  limitations,  the
subsidiary  banks  collectively  could  declare up to $147  million of dividends
without regulatory approval. Management has developed and the Board of Directors
has  approved  an internal  capital  policy  that is more  restrictive  than the
regulatory capital standards. The subsidiary banks could declare dividends of up
to $83 million under this policy.  The maximum amount of dividends that could be
declared  under this policy  decreased $37 million  compared with June 30, 2005.
The decreased dividend capacity reflected additional capital required to support
the Company's loan and derivative asset growth during the third quarter.

Shareholders'  equity for BOK  Financial  totaled $1.5 billion at September  30,
2005,  an increase of $33 million since June 30, 2005.  Net income  provided $51
million to this increase.  Shareholders' equity decreased $15 million due to net
unrealized  losses on available  for sale  securities.  A cash  dividend of $6.6
million or $0.10 per common share was paid during the third quarter of 2005. The
remaining  increase  in  capital  during  the  first  quarter  of 2005  resulted
primarily from activity in employee stock options.

On April 26, 2005, the Board of Directors authorized a share repurchase program,
which  replaced a  previously  authorized  program.  The  maximum of two million
common  shares  may be  repurchased.  The  specific  timing and amount of shares
repurchased will vary based on market conditions, securities law limitations and
other  factors.  Repurchases  may be made over time in open market or  privately
negotiated   transactions.   The   repurchase   programs  may  be  suspended  or
discontinued at any time without prior notice.

BOK Financial and subsidiary  banks are subject to various capital  requirements
administered by federal agencies.  Failure to meet minimum capital  requirements
can result in certain mandatory and possibly additional discretionary actions by
regulators  that  could  have  material  impact  on  operations.  These  capital
requirements  include  quantitative   measures  of  assets,   liabilities,   and
off-balance  sheet items. The capital  standards are also subject to qualitative
judgments by the regulators.  The capital ratios for BOK Financial are presented
in Table 20.


--------------------------------------------------------------------------------------------------------------------
Table 20 - Capital Ratios                    Sept. 30,       June 30,      March 31,      Dec. 31,      Sept. 30,
                                               2005            2005           2005          2004          2004
                                          --------------------------------------------------------------------------
Average shareholders' equity
                                                                                              
  to average assets                            9.54%           9.36%          9.70%          9.38%         9.36%
Risk-based capital:
  Tier 1 capital                               9.71            9.84          10.19          10.02          9.82
  Total capital                               12.04           12.54          11.78          11.67         11.56
Leverage                                       8.01            8.08           8.36           7.94          7.81




 26

Off-Balance Sheet Arrangements

During 2002, BOK Financial issued shares of common stock and options to purchase
additional  shares with a fair value of $65 million 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 or to pay cash to satisfy
any obligation under the price guaranty.

The Company will have no  obligation  to issue  additional  common shares or pay
cash to satisfy any benchmark  price  protection  obligation if the market value
per share of BOK  Financial  common stock  remains  above the highest  benchmark
price of $42.53.  The closing price of BOK  Financial  common stock on September
30, 2005 was $48.17 per share.

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  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

BOK Financial  has a large portion of its earning  assets 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  duration  of 2.8 years  while the  related  funds
borrowed have an average duration of 90 days.

BOK  Financial  also uses  interest  rate swaps in managing  its  interest  rate
sensitivity. These products are generally used to more closely match interest on
certain  fixed-rate  loans with funding  sources and long-term  certificates  of
deposit  with  earning  assets.  During the third  quarter of 2005 net  interest
revenue  decreased $367 thousand from periodic  settlements of these  contracts.
These  contracts  are carried on the balance  sheet at fair value and changes in
fair value are reported in income as derivatives  gains or losses. A net gain of
$967 thousand was  recognized in 2005 compared to a net loss of $506 thousand in
2004 from  adjustments  of these  swaps and hedged  liabilities  to fair  value.
Credit risk from these swaps is closely monitored as part of our overall process
of managing credit exposure to other financial institutions.

 27

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.  Two specified  interest  rate  scenarios are used to
evaluate  interest  rate risk against  policy  guidelines.  The first  assumes a
sustained  parallel 200 basis point  increase and the second assumes a sustained
parallel 200 basis point decrease in interest  rates.  An independent  source is
used to determine the most likely interest rate scenario.

The Company's  primary interest rate exposures  included the Federal Funds rate,
which affects short-term borrowings, and the prime lending rate and LIBOR, 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 21 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.



Table 21 - Interest Rate Sensitivity
 (Dollars in Thousands)

                                         Increase                       Decrease
                                 --------------------------    ---------------------------    -------------------------
                                          200 bp                         200 bp                     Most Likely
                                 --------------------------    ---------------------------    -------------------------
                                     2005         2004            2005          2004             2005         2004
                                 ------------- ------------    ------------ --------------    ------------ ------------
Anticipated impact over the
   next twelve months on
                                                                                                    
   net interest revenue           $     9,378    $ 7,635         $ (5,426)        ***          $     7,917     $ 4,791
                                          1.9%       1.7%            (1.1)%       ***                  1.6%        1.1%           
-----------------------------------------------------------------------------------------------------------------------
***A 200 basis point decrease was not computed in 2004 due to low market interest rates.



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.

 28

Management  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, 2005, the VAR was $342 thousand.
The greatest value at risk during the quarter was $1.4 million.

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.

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 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.

 29


-----------------------------------------------------------------------------------------------------------------------------------
Consolidated Statements of Earnings (Unaudited)
(In Thousands Except Share and Per Share Data)
                                                                    Three Months Ended                    Nine Months Ended
                                                                       September 30,                         September 30,
                                                                  2005             2004                2005                2004
                                                               --------------------------------------------------------------------
Interest Revenue
                                                                                                                  
Loans                                                       $    144,747    $    104,092              396,523             297,358
Taxable securities                                                51,946          50,847              152,578             147,684
Tax-exempt securities                                              1,833           1,861                5,408               5,499
-----------------------------------------------------------------------------------------------------------------------------------
   Total securities                                               53,779          52,708              157,986             153,183
-----------------------------------------------------------------------------------------------------------------------------------
Trading                                                              144             136                  479                 473
securities
Funds sold and resell agreements                                     386              91                  706                 183
-----------------------------------------------------------------------------------------------------------------------------------
   Total interest revenue                                        199,056         157,027              555,694             451,197
-----------------------------------------------------------------------------------------------------------------------------------
Interest Expense
Deposits                                                          54,503          37,213              145,950             103,837
Borrowed funds                                                    27,248           9,663               67,105              24,747
Subordinated debentures                                            4,477           1,766                9,684               5,832
-----------------------------------------------------------------------------------------------------------------------------------
   Total interest expense                                         86,228          48,642              222,739             134,416
-----------------------------------------------------------------------------------------------------------------------------------
Net Interest Revenue                                             112,828         108,385              332,955             316,781
Provision for Credit Losses                                        3,976           4,986                7,991              16,000
-----------------------------------------------------------------------------------------------------------------------------------
Net Interest Revenue After Provision for Credit Losses           108,852         103,399              324,964             300,781
-----------------------------------------------------------------------------------------------------------------------------------
Other Operating Revenue
Brokerage and trading revenue                                     11,366          10,209               33,106              31,386
Transaction card revenue                                          18,526          16,677               53,048              48,218
Trust fees and commissions                                        16,376          15,091               48,651              42,739
Service charges and fees on deposit accounts                      25,619          24,292               73,139              70,375
Mortgage banking revenue                                           9,535           6,606               23,663              21,905
Leasing revenue                                                      667             723                2,009               2,470
Other revenue                                                      8,823           5,243               23,038              17,641
-----------------------------------------------------------------------------------------------------------------------------------
Total fees and commissions                                        90,912          78,841              256,654             234,734
-----------------------------------------------------------------------------------------------------------------------------------
Gain on sales of assets                                               81              78                6,990                 797
Gain (loss) on securities, net                                    (4,744)          2,673               (5,115)             (4,055)
Gain (loss) on derivatives, net                                      606            (506)               1,073              (1,300)
-----------------------------------------------------------------------------------------------------------------------------------
Total other operating revenue                                     86,855          81,086              259,602             230,176
-----------------------------------------------------------------------------------------------------------------------------------
Other Operating Expense
Personnel                                                         66,533          60,524              190,305             178,543
Business promotion                                                 4,494           3,671               12,794              10,852
Contribution of stock to BOK Charitable Foundation                     -               -                    -               4,125
Professional fees and services                                     3,951           3,658               12,062              11,551
Net occupancy and equipment                                       12,587          11,733               37,331              35,316
Data processing and communications                                17,492          14,918               48,972              44,829
Printing, postage and supplies                                     3,846           3,770               11,090              10,217
Amortization of intangible assets                                  1,801           1,991                5,146               6,250
Mortgage banking costs                                             4,268           3,962               11,268              14,238
Provision (recovery) for impairment of mortgage
     servicing rights                                             (4,671)          5,900               (3,207)             (1,262)
Other expense                                                      6,733           4,075               19,442              14,983
-----------------------------------------------------------------------------------------------------------------------------------
Total other operating expense                                    117,034         114,202              345,203             329,642
-----------------------------------------------------------------------------------------------------------------------------------
Income Before Taxes                                               78,673          70,283              239,363             201,315
Federal and state income tax                                      27,846          22,501               86,016              68,848
-----------------------------------------------------------------------------------------------------------------------------------
Net Income                                                  $     50,827    $     47,782           $  153,347        $    132,467
-----------------------------------------------------------------------------------------------------------------------------------

Earnings Per Share:
-----------------------------------------------------------------------------------------------------------------------------------
   Basic                                                    $      0.77     $      0.79           $      2.42         $      2.21
-----------------------------------------------------------------------------------------------------------------------------------
   Diluted                                                  $      0.76     $      0.72           $      2.29         $      1.99
-----------------------------------------------------------------------------------------------------------------------------------

Average Shares Used in Computation:
-----------------------------------------------------------------------------------------------------------------------------------
   Basic                                                        66,427,447      59,197,676          63,239,165          59,132,074
-----------------------------------------------------------------------------------------------------------------------------------
   Diluted                                                      67,105,539      66,802,600          67,013,525          66,722,933
-----------------------------------------------------------------------------------------------------------------------------------


See accompanying notes to consolidated financial statements.

 30


--------------------------------------------------------------------------------------------------------------------
Consolidated Balance Sheets
(In Thousands Except Share Data)

                                                                  September 30,    December 31,      September 30,
                                                                      2005             2004               2004
                                                                  --------------------------------------------------
                                                                   (Unaudited)                        (Unaudited)
Assets
                                                                                                     
Cash and due from banks                                        $      564,987    $      503,715    $      521,697
Funds sold and resell agreements                                       49,475            27,376            49,674
Trading securities                                                     38,032             9,692            12,742
Securities:
  Available for sale                                                4,455,980         4,080,696         4,146,873
  Available for sale securities pledged to creditors                  368,118           512,494           548,637
  Investment (fair value:  September 30, 2005 - $240,179;
    December 31, 2004 - $222,636;
    September 30, 2004 - $221,350)                                    243,161           221,094           218,886
--------------------------------------------------------------------------------------------------------------------
    Total securities                                                5,067,259         4,814,284         4,914,396
--------------------------------------------------------------------------------------------------------------------
Loans                                                               8,883,568         7,928,967         7,784,166
Less reserve for loan losses                                         (109,622)         (108,618)         (113,719)
--------------------------------------------------------------------------------------------------------------------
  Loans, net of reserve                                             8,773,946         7,820,349         7,670,447
--------------------------------------------------------------------------------------------------------------------
Premises and equipment, net                                           177,084           172,643           171,617
Accrued revenue receivable                                             88,721            79,644            71,982
Intangible assets, net                                                258,478           242,594           244,483
Mortgage servicing rights, net                                         52,872            45,678            46,227
Real estate and other repossessed assets                                5,069             3,763             6,038
Bankers' acceptances                                                   40,170            31,799            24,105
Receivable on unsettled security transactions                               -            56,873            22,589
Derivative contracts                                                  643,703           380,051           150,817
Other assets                                                          579,806           206,953           217,550
--------------------------------------------------------------------------------------------------------------------
         Total assets                                          $   16,339,602    $   14,395,414    $   14,124,364
--------------------------------------------------------------------------------------------------------------------

Liabilities and Shareholders' Equity
Noninterest-bearing demand deposits                            $    1,756,695    $    1,927,119    $    1,856,432
Interest-bearing deposits:
  Transaction                                                       4,360,723         3,947,088         3,859,901
  Savings                                                             155,152           156,339           163,008
  Time                                                              4,126,635         3,643,852         3,660,100
--------------------------------------------------------------------------------------------------------------------
  Total deposits                                                   10,399,205         9,674,398         9,539,441
--------------------------------------------------------------------------------------------------------------------
Funds purchased and repurchase agreements                           2,173,791         1,555,507         1,717,639
Other borrowings                                                    1,051,228         1,015,000         1,022,347
Subordinated debentures                                               296,401           151,594           153,121
Accrued interest, taxes and expense                                    70,667            71,062            57,228
Bankers' acceptances                                                   40,170            31,799            24,105
Due on unsettled security transactions                                 11,198                 -                 -
Derivative contracts                                                  661,253           387,292           156,467
Other liabilities                                                     122,147           110,268            97,357
--------------------------------------------------------------------------------------------------------------------
         Total liabilities                                         14,826,060        12,996,920        12,767,705
--------------------------------------------------------------------------------------------------------------------
Shareholders' equity:
Preferred stock                                                             -                12                12
Common stock ($.00006 par value; 2,500,000,000
  shares authorized; shares issued and outstanding:
  September 30, 2005 - 67,648,551;  December 31, 2004
  -  60,420,811; September 30, 2004 - 60,186,377)                           4                 4                 4
Capital surplus                                                       646,737           631,747           624,257
Retained earnings                                                     948,928           809,261           763,081
Treasury stock (shares at cost: September 30, 2005 - 1,127,624;
  December 31, 2004 - 998,393; September 30, 2004 - 950,206)          (36,561)          (30,905)          (28,714)
Accumulated other comprehensive loss                                  (45,566)          (11,625)           (1,981)
--------------------------------------------------------------------------------------------------------------------
         Total shareholders' equity                                 1,513,542         1,398,494         1,356,659
--------------------------------------------------------------------------------------------------------------------
         Total liabilities and shareholders' equity            $   16,339,602    $   14,395,414    $   14,124,364
--------------------------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.

 31


---------------------------------------------------------------------------------------------------------------------------
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, 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 (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
---------------------------------------------------------------------------------------------------------------------------

Balances at
  December 31, 2004     249,975     $  12   60,421   $    4  $ (11,625) $631,747   $809,261     998   $(30,905) $1,398,494
                                    
Comprehensive income:
   Net income                 -         -        -        -          -        -     153,347       -         -      153,347
   Other comprehensive
    income, net of tax (1)    -         -        -        -    (33,941)       -           -       -         -      (33,941)
                                                                                                                 ----------
    Comprehensive income                                                                                           119,406
                                                                                                                 ----------
Treasury stock purchase       -         -        -        -          -         -          -      60    (2,439)      (2,439)
Exercise of stock options     -         -      307        -          -     7,022          -      70    (3,217)       3,805
Conversion of preferred
  stock to common      (249,975)      (12)   6,921        -          -        12          -       -         -            -
Tax benefit on exercise of
   stock options              -         -        -        -          -     1,878          -       -         -        1,878
Stock-based compensation      -         -        -        -          -     6,078          -       -         -        6,078
Cash dividends on:
   Preferred stock            -         -        -        -          -        -        (375)      -         -         (375)
   Common stock               -         -        -        -          -        -     (13,305)      -         -      (13,305)
---------------------------------------------------------------------------------------------------------------------------

Balances at
    September 30, 2005        -    $    -   67,649   $    4   $(45,566)$ 646,737  $ 948,928   1,128  $(36,561)   $1,513,542        
---------------------------------------------------------------------------------------------------------------------------


(1)                                       September 30, 2005  September 30, 2004
Changes in other comprehensive income:
  Unrealized losses on securities        $      (56,048)     $     (21,211)    
  Unrealized losses on cash flow hedges          (2,046)                -
  Tax benefit on unrealized losses               20,876             8,293
  Reclassification adjustment for losses
    realized and included in net income           5,115             4,055
  Reclassification adjustment for tax
    benefit on realized losses                   (1,838)           (1,577)
                                         --------------------------------------
Net change in other comprehensive income  
    (loss)                                $     (33,941)     $    (10,440)
                                         --------------------------------------

See accompanying notes to consolidated financial statements.

 32


--------------------------------------------------------------------------------------------------------------------
Consolidated Statements of Cash Flows (Unaudited)
(In Thousands)
                                                                                   Nine Months Ended Sept. 30,
                                                                              --------------------------------------
                                                                                      2005               2004
                                                                              --------------------------------------
Cash Flows From Operating Activities:
                                                                                                     
Net income                                                                      $    153,347      $    132,467
Adjustments to reconcile net income to net cash provided by operating
activities:
  Provision for credit losses                                                          7,991            16,000
  Recovery for mortgage servicing rights impairment                                   (3,207)           (1,262)
  Unrealized losses from derivatives                                                  12,085             4,568
  Stock-based compensation                                                             3,817             7,708
  Tax benefit on exercise of stock options                                             1,878             4,117
  Depreciation and amortization                                                       33,658            36,439
  Net accretion of securities discounts and premiums                                  (1,013)           (1,753)
  Net gain on sale of assets                                                         (14,108)           (4,822)
  Mortgage loans originated for resale                                              (584,780)         (496,770)
  Proceeds from sale of mortgage loans held for resale                               569,728           509,223
  Change in trading securities                                                       (28,340)           (4,919)
  Change in accrued revenue receivable                                                (9,077)            2,998
  Change in other assets                                                              (9,238)          (33,500)
  Change in accrued interest, taxes and expense                                         (395)          (28,181)
  Change in other liabilities                                                        (29,855)           36,093
--------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                            102,491           178,406
--------------------------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities:
  Proceeds from maturities of investment securities                                   50,956            57,009
  Proceeds from maturities of available for sale securities                          764,647           714,693
  Purchases of investment securities                                                 (73,269)          (88,016)
  Purchases of available for sale securities                                      (2,167,719)       (2,901,008)
  Proceeds from sales of available for sale securities                             1,110,707         1,969,077
  Loans originated or acquired net of principal collected                         (1,016,092)         (379,988)
  Proceeds from (payments on) derivative asset contracts                               4,857           (20,335)
  Net change in other investment assets                                               32,541             6,157
  Proceeds from disposition of assets                                                 86,453            62,273
  Purchases of assets                                                                (36,748)          (25,700)
  Cash and cash equivalents of subsidiaries and branches acquired and sold, net      (29,093)                -
--------------------------------------------------------------------------------------------------------------------
  Net cash used by investing activities                                           (1,272,760)         (605,838)
--------------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities:
  Net change in demand deposits, transaction deposits and savings accounts           242,024            34,204
  Net change in time deposits                                                        486,471           285,374
  Net change in other borrowings                                                     749,514           113,668
  Pay down of other borrowings                                                       (95,000)                -
  Issuance of subordinated debenture                                                 147,855                 -
  Proceeds from (payments on) derivative liability contracts                         (10,321)           21,192
  Net change in derivative margin accounts                                          (322,660)          (70,403)
  Change in amount receivable (due) on unsettled security transactions                68,071           (30,848)
  Issuance of preferred, common and treasury stock, net                                3,805             3,243
  Repurchase of common stock                                                          (2,439)                -
  Dividends paid                                                                     (13,680)           (1,539)
--------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                          1,253,640           354,891
--------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                             83,371           (72,541)
Cash and cash equivalents at beginning of period                                     531,091           643,912
--------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                      $    614,462      $    571,371
--------------------------------------------------------------------------------------------------------------------
Cash paid for interest                                                          $    218,974      $    137,839
--------------------------------------------------------------------------------------------------------------------
Cash paid for taxes                                                             $     81,065      $     63,553
--------------------------------------------------------------------------------------------------------------------
Net loans transferred to repossessed real estate
    and other assets                                                            $      6,138      $      4,654
--------------------------------------------------------------------------------------------------------------------
Payment of dividends in common stock                                            $          -      $     65,899
--------------------------------------------------------------------------------------------------------------------


See accompanying notes to consolidated financial statements.

 33

Notes to Consolidated Financial Statements (Unaudited)

(1) Accounting Policies

Basis of Presentation

The unaudited  consolidated  financial  statements of BOK Financial  Corporation
("BOK  Financial")  have been prepared in accordance with accounting  principles
for interim financial  information  generally  accepted in the United States and
with  the   instructions  to  Form  10-Q  and  Article  10  of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals) considered necessary for a fair presentation have been included.

The  unaudited  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., Bank of Arizona,  N.A.,
and BOSC, Inc. Certain prior period amounts have been reclassified to conform to
current period classifications.

The financial  information  should be read in conjunction  with BOK  Financial's
2004 Form 10-K filed with the Securities and Exchange Commission, which contains
audited financial statements.

(2) Acquisitions

BOK Financial  acquired all of the  outstanding  common stock of Valley Commerce
Bancorp, Ltd. ("VCB") for $32.0 million in cash effective April 6, 2005. VCB and
its  wholly-owned  subsidiary,  Valley  Commerce  Bank, had total assets of $143
million,  including  loans of $93 million,  total deposits of $110 million,  and
total shareholders' equity of $12.7 million. An allocation of the purchase price
to the net assets acquired is as follows (in thousands):

Cash and cash equivalents                  $   2,921
Securities                                    35,355
Loans                                         92,821
Less reserve for loan losses                  (1,072)
                                         ----------------
Loans, net of reserve                         91,749
Premises and equipment, net                      500
Core deposit premium                           4,380
Other assets                                  10,834
                                         ----------------
Total assets acquired                        145,739
                                         ----------------
Deposits                                     110,217
Other borrowings                              18,155
Other liabilities                              2,003
                                         ----------------
Net assets acquired                           15,364
Less purchase price                           32,014
                                         ----------------
Goodwill                                   $  16,650
                                         ----------------

As of August 15, 2005, Valley Commerce Bank was renamed Bank of Arizona, N.A.

Statement of Position  03-3,  "Accounting  for Certain Loans or Debt  Securities
Acquired in a Transfer"  ("SOP  03-3") was issued by the  American  Institute of
Certified Public Accountants and is effective for loans acquired in fiscal years
beginning after December 15, 2004. SOP 03-3 addresses accounting for differences
between  contractual cash flows and expected cash flows from loans or securities
acquired in a transfer if those differences are attributable,  at least in part,
to credit  quality.  The Company has recorded its acquisition of Valley Commerce
in accordance with SOP 03-3 and other applicable  accounting  standards.  We are
continuing to review industry trends and regulatory  guidance in the application
of SOP 03-3,  but do not expect any material  adjustment to the reserve for loan
losses.

 34

(3) Derivatives

The fair values of derivative contracts at September 30, 2005 are as follows (in
thousands):

                                                 Assets        Liabilities     
                                              -----------------------------
   Customer Risk Management Programs:
         Interest rate contracts                 $14,556         $15,569
         Energy contracts                        614,112         617,183
         Cattle contracts                          2,707           2,714
         Foreign exchange contracts               12,328          12,328
---------------------------------------------------------------------------
   Total Customer Derivatives                    643,703         647,794

   Interest Rate Risk Management Programs:
         Interest rate contracts                      -           13,459
---------------------------------------------------------------------------
     Total Derivative Contracts               $ 643,703         $661,253
---------------------------------------------------------------------------


(4) Mortgage Banking Activities

At September 30, 2005, BOK Financial owned the rights to service 54,407 mortgage
loans with  outstanding  principal  balances  of $4.5  billion,  including  $453
million  serviced  for  affiliates.  The  weighted  average  interest  rate  and
remaining term was 6.15% and 274 months, respectively.

Activity  in  capitalized   mortgage  servicing  rights  and  related  valuation
allowance  during the nine months  ending  September  30, 2005 is as follows (in
thousands):


                                                 Capitalized Mortgage Servicing Rights
                                ---------------------------------------------------------------------------
                                                                                Valuation
                                   Purchased     Originated       Total         Allowance         Net
                                ---------------- ------------ --------------- -------------- --------------
Balance at
                                                                                        
    December 31, 2004           $     11,394   $    48,056   $    59,450   $    (13,772)     $    45,678
Additions, net                             -        13,977        13,977              -           13,977
Amortization expense                  (2,211)       (7,779)       (9,990)             -           (9,990)
Recovery for impairment                    -             -             -          3,207            3,207
------------------------------- --- ---------- -- ---------- -- ---------- -- -------------- -- -----------
Balance at  Sept. 30, 2005      $      9,183   $    54,254   $    63,437   $    (10,565)     $    52,872
------------------------------- --- ---------- -- ---------- -- ---------- -- -------------- -- -----------
Estimated fair value of
  mortgage servicing rights (1) $      8,292   $    45,116   $    53,408              -      $    53,408
------------------------------- --- ---------- -- ---------- -- ---------- -- -------------- -- -----------

(1)  Excludes  approximately $986,000 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, 2005 follows (in
thousands):


                                               < 5.51%      5.51% - 6.50%    6.51% - 7.50%    => 7.50%      Total
                                                                                                  
Cost less accumulated amortization         $   15,700       $     29,206    $  14,262        $  4,269     $   63,437
------------------------------------------ ---------------- --------------- ---------------- ----------- -------------

Fair value                                 $   13,883       $     24,277    $  11,506        $  3,742     $   53,408
------------------------------------------ ---------------- --------------- ---------------- ----------- -------------
Impairment (2)                             $     1,968      $      4,930    $   2,757        $    910     $   10,565
------------------------------------------ ---------------- --------------- ---------------- ----------- -------------

Outstanding principal of loans serviced (1)$ 1,029,700      $  1,778,600    $ 878,900        $286,100     $3,973,300
------------------------------------------ ---------------- --------------- ---------------- ----------- -------------


(1)  Excludes  outstanding  principal  of $453  million for loans  serviced  for
     affiliates  and $70  million  of  mortgage  loans  for  which  there are no
     capitalized mortgage servicing rights.

(2)  Impairment   is   determined  by  both  an  interest  rate  and  loan  type
     stratification.


 35

(5)  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,
                                           ----------------------------------
                                               2005                2004
                                           --------------     ---------------
Proceeds                                $    1,110,707     $    1,969,077
Gross realized gains                             4,750              8,206
Gross realized losses                           (9,865)           (12,261)
Related federal and state income
   tax benefit                                  (1,838)            (1,577)


(6) 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,
                                         ---------------------------------------------------------------------
                                             2005                2004               2005             2004
                                         ---------------------------------------------------------------------
                                                                                             
Service cost                          $        1,744     $        1,563      $        5,232   $        4,803
Interest cost                                    632                579               1,896            1,737
Expected return on plan assets                (1,053)              (912)             (3,159)          (2,726)
Amortization of prior service cost                15                 15                  45               45
Amortization of net (gain) loss                  274                265                 822              795
--------------------------------------------------------------------------------------------------------------
Net periodic pension cost             $        1,612     $        1,510      $        4,836   $        4,654
--------------------------------------------------------------------------------------------------------------


During the second quarter of 2005,  the Company made Pension Plan  contributions
totaling $1.3 million,  which funded the remaining maximum contribution for 2004
permitted under applicable  regulations.  The Company made no other Pension Plan
contributions  during the first half of 2005.  During the third quarter of 2005,
the Company made contributions totaling $5.0 million applicable to 2005.

Management  has been advised that no minimum  contribution  will be required for
2005. The maximum  allowable  contribution is expected to be approximately  $8.5
million.


(7) Shareholders' Equity

On  October  25,  2005,  the Board of  Directors  of BOK  Financial  Corporation
approved  a $0.10 per share  quarterly  common  stock  dividend.  The  quarterly
dividend will be payable on or about November 30, 2005 to shareholders of record
on November 14, 2005.

During the second quarter of 2005, all outstanding  shares of Series A Preferred
Stock were  converted  into shares of BOK  Financial  common  stock.  A total of
6,920,666 shares of BOK Financial common stock were issued.


 36

(8)  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, 
                                                              2005          2004          2005         2004
                                                          -----------------------------------------------------
Numerator:
                                                                                             
   Net income                                               $  50,827    $  47,782   $  153,347   $  132,467
   Preferred stock dividends                                        -         (750)       (375)       (1,500)
---------------------------------------------------------------------------------------------------------------
Numerator for basic earnings per share - income
   available to common shareholders                            50,827       47,032      152,972      130,967
---------------------------------------------------------------------------------------------------------------
Effect of dilutive securities:
   Preferred stock dividends                                        -          750          375        1,500
---------------------------------------------------------------------------------------------------------------
Numerator for diluted earnings per share - income
available
   to common shareholders after assumed conversion          $  50,827    $  47,782   $  153,347   $  132,467
---------------------------------------------------------------------------------------------------------------
Denominator:
   Denominator for basic earnings per share - weighted
     average shares                                        66,427,447   59,197,676   63,239,165   59,132,074
   Effect of dilutive securities:
     Employee stock compensation plans (1)                    678,092      681,408      630,906      652,130
     Convertible preferred stock                                    -    6,921,021    3,143,454    6,921,182
     Tanglewood market value guarantee                              -        2,495            -       17,547
---------------------------------------------------------------------------------------------------------------
Dilutive potential common shares                              678,092    7,604,924    3,774,360    7,590,859
---------------------------------------------------------------------------------------------------------------
Denominator for diluted earnings per share - adjusted
   weighted average shares and assumed conversions         67,105,539   66,802,600   67,013,525   66,722,933
---------------------------------------------------------------------------------------------------------------
Basic earnings per share                                      $  0.77      $  0.79      $  2.42      $  2.21
---------------------------------------------------------------------------------------------------------------
Diluted earnings per share                                    $  0.76      $  0.72      $  2.29      $  1.99
---------------------------------------------------------------------------------------------------------------

(1) Excludes employee stock options with exercise
    prices greater than current market price.                 819,444            -      857,937            -


 37

(9)  Reportable Segments

Reportable segments reconciliation to the Consolidated Financial Statements for
the nine months ended September 30, 2005 is as follows (in thousands):


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

                                                                                                       
Total reportable segments                  $      321,616  $      265,424  $      337,556   $     147,339  $   15,694,132
Unallocated items:
   Tax-equivalent adjustment                        3,790               -               -           3,790               -
   Funds management                                17,307            (915)          5,130           2,283       1,681,326
   All others (including eliminations), net        (9,758)           (865)          2,517            (65)      (2,450,545)
                                              ------------ -- ------------ -- ------------- -- ----------- -- --------------

BOK Financial consolidated                 $      332,955  $      263,644  $      345,203   $     153,347  $   14,924,913
                                              ============ == ============ == ============= == =========== == ==============


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


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                  $      275,681  $      237,852  $      315,369   $     109,834  $   14,382,042
Unallocated items:
   Tax-equivalent adjustment                        3,406               -               -           3,406               -
   Funds management                                45,412          (2,417)          8,996          14,586       1,549,998
   All others (including eliminations), net        (7,718)             96           5,277            4,641     (2,326,880)
                                              ------------ -- ------------ -- ------------- -- ----------- -- --------------

BOK Financial consolidated                 $      316,781  $      235,531  $      329,642   $     132,467  $   13,605,160
                                              ============ == ============ == ============= == =========== == ==============


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


(10) 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.


 38

(11) 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, 2005, outstanding  commitments and letters of credit were as
follows (in thousands):

                                             September 30,
                                                 2005
                                            --------------
Commitments to extend credit                $ 3,856,992
Standby letters of credit                       523,623
Commercial letters of credit                      8,213
Commitments to purchase securities               62,850


(12) Subsequent Events

The Company has reached an agreement with the City of Tulsa to secure naming and
certain  other rights to Tulsa's new arena,  to be known as the BOK Center.  The
Company  will pay $11  million  in  annual  installments  over 20 years  for the
rights.  The first  installment  of $625  thousand  is due within 30 days of the
agreement's  execution  date.  The  remaining  installments  are due in  amounts
ranging from $475 thousand to $625  thousand,  beginning on or before January 3,
2009.  The Company may, at its sole  discretion,  accelerate  one or more annual
installments  and pay a discounted  amount.  The discounted  amount shall be the
present value of the installment discounted at the average yield of 20-year U.S.
Treasury bonds.

 39


------------------------------------------------------------------------------------------------------------------------------
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, 2005                         September 30, 2004
                                          -----------------------------------------     --------------------------------------
                                              Average        Revenue/     Yield           Average       Revenue/     Yield
                                              Balance       Expense(1)    /Rate           Balance      Expense(1)    /Rate
                                          ------------------------------------------------------------------------------------
Assets

                                                                                                     
  Taxable securities (3)                  $   4,754,020  $   152,578       4.31%      $   4,638,290  $   147,684      4.26%
  Tax-exempt securities (3)                     221,392        8,540       5.16             203,182        8,721      5.73
------------------------------------------------------------------------------------------------------------------------------
    Total securities (3)                      4,975,412      161,118       4.34           4,841,472      156,405      4.32
------------------------------------------------------------------------------------------------------------------------------
  Trading securities                             14,506          527       4.86              17,978          522      3.88
  Funds sold and resell agreements               32,073          706       2.94              15,898          183      1.54
  Loans (2)                                   8,315,930      397,133       6.38           7,566,848      297,493      5.25
     Less reserve for loan losses               110,823            -       -                116,172            -      -
------------------------------------------------------------------------------------------------------------------------------
  Loans, net of reserve                       8,205,107      397,133       6.47           7,450,676      297,493      5.33
------------------------------------------------------------------------------------------------------------------------------
    Total earning assets (3)                 13,227,098      559,484       5.66          12,326,024      454,603      4.93
------------------------------------------------------------------------------------------------------------------------------
  Cash and other assets                       1,697,815                                   1,279,136
------------------------------------------------------------------------------------------------------------------------------
        Total assets                      $  14,924,913                               $  13,605,160
------------------------------------------------------------------------------------------------------------------------------

Liabilities And Shareholders' Equity
  Transaction deposits                    $   4,261,669       48,646       1.53%      $   3,870,507       24,738      0.85%
  Savings deposits                              161,153          814       0.68             172,629          744      0.58
  Time deposits                               3,785,850       96,490       3.41           3,558,320       78,355      2.94
------------------------------------------------------------------------------------------------------------------------------
     Total interest-bearing  deposits         8,208,672      145,950       2.38           7,601,456      103,837      1.82
------------------------------------------------------------------------------------------------------------------------------
  Funds purchased and repurchase
   agreements                                 1,978,594       43,692       2.95           1,566,234       12,743      1.09
  Other borrowings                              978,280       23,413       3.20           1,007,762       12,004      1.59
  Subordinated debenture                        216,561        9,684       5.98             153,099        5,832      5.09
------------------------------------------------------------------------------------------------------------------------------
     Total interest-bearing liabilities      11,382,107      222,739       2.62          10,328,551      134,416      1.74
------------------------------------------------------------------------------------------------------------------------------
  Demand deposits                             1,633,718                                   1,761,020
  Other liabilities                             462,472                                     241,681
  Shareholders' equity                        1,446,616                                   1,273,908
------------------------------------------------------------------------------------------------------------------------------
    Total liabilities and  shareholders'  
       equity                             $  14,924,913                               $  13,605,160
------------------------------------------------------------------------------------------------------------------------------
  Tax-Equivalent Net Interest Revenue (3)                    336,745       3.04%                         320,187      3.19%
  Tax-Equivalent Net Interest Revenue
     To Earning Assets (3)                                                 3.41                                       3.47
     Less tax-equivalent adjustment (1)                        3,790                                       3,406
------------------------------------------------------------------------------------------------------------------------------
Net Interest Revenue                                         332,955                                     316,781
Provision for credit losses                                    7,991                                      16,000
Other operating revenue                                      259,602                                     230,176
Other operating expense                                      345,203                                     329,642
------------------------------------------------------------------------------------------------------------------------------
Income Before Taxes                                          239,363                                     201,315
Federal and state income tax                                  86,016                                      68,848
------------------------------------------------------------------------------------------------------------------------------
Net Income                                               $   153,347                                 $   132,467
------------------------------------------------------------------------------------------------------------------------------
Earnings Per Average Common Share Equivalent:
  Net Income:
    Basic                                                $      2.42                                 $      2.21
------------------------------------------------------------------------------------------------------------------------------
    Diluted                                              $      2.29                                 $      1.99
------------------------------------------------------------------------------------------------------------------------------


(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.

 40


------------------------------------------------------------------------------------------------------------------------------
Quarterly Financial Summary - Unaudited
Consolidated Daily Average Balances, Average Yields and Rates
(Dollars in Thousands, Except Per Share Data)
                                                                           Three Months Ended
                                         -------------------------------------------------------------------------------------
                                                      September 30, 2005                            June 30, 2005
                                         ------------------------------------------      -------------------------------------
                                              Average        Revenue/    Yield /         Average        Revenue/    Yield /
                                              Balance       Expense(1)     Rate          Balance       Expense(1)     Rate
                                         -------------------------------------------------------------------------------------
Assets
                                                                                                    
  Taxable securities (3)                  $   4,800,698   $    51,946       4.28%    $   4,831,186   $    51,275       4.32%
  Tax-exempt securities (3)                     231,097         2,888       4.96           215,360         2,810       5.23
------------------------------------------------------------------------------------------------------------------------------
    Total securities (3)                      5,031,795        54,834       4.31         5,046,546        54,085       4.36
------------------------------------------------------------------------------------------------------------------------------
  Trading securities                             14,560           171       4.66            11,639           165       5.69
  Funds sold and resell agreements               44,882           386       3.41            21,170           156       2.96
  Loans (2)                                   8,635,732       144,954       6.66         8,341,490       133,173       6.40
    Less reserve for loan losses                109,840             -         -            111,056             -         -
------------------------------------------------------------------------------------------------------------------------------
  Loans, net of reserve                       8,525,892       144,954       6.75         8,230,434       133,173       6.49
------------------------------------------------------------------------------------------------------------------------------
    Total earning assets (3)                 13,617,129       200,345       5.83        13,309,789       187,579       5.68
------------------------------------------------------------------------------------------------------------------------------
  Cash and other assets                       1,970,746                                  2,084,745
------------------------------------------------------------------------------------------------------------------------------
        Total assets                      $  15,587,875                              $  15,394,534
------------------------------------------------------------------------------------------------------------------------------

Liabilities And Shareholders' Equity

  Transaction deposits                    $   4,533,912   $    18,968       1.66%    $   4,323,513   $    16,049       1.49%
  Savings deposits                              157,772           280       0.70           166,426           285       0.69
  Time deposits                               3,958,948        35,255       3.53         3,710,338        31,499       3.41
------------------------------------------------------------------------------------------------------------------------------
     Total interest-bearing deposits          8,650,632        54,503       2.50         8,200,277        47,833       2.34
------------------------------------------------------------------------------------------------------------------------------
  Funds purchased and repurchase
    agreements                                2,067,432        17,738       3.40         2,160,031        15,764       2.93
  Other borrowings                            1,047,423         9,510       3.60           914,968         7,224       3.17
  Subordinated debenture                        297,284         4,477       5.97           200,038         2,980       5.98
------------------------------------------------------------------------------------------------------------------------------
     Total interest-bearing liabilities      12,062,771        86,228       2.84        11,475,314        73,801       2.58
------------------------------------------------------------------------------------------------------------------------------
  Demand deposits                             1,424,102                                  1,586,248
  Other liabilities                             613,667                                    892,714
  Shareholders' equity                        1,487,335                                  1,440,258
------------------------------------------------------------------------------------------------------------------------------
  Total liabilities and shareholders'     
     equity                               $  15,587,875                              $  15,394,534
------------------------------------------------------------------------------------------------------------------------------
  Tax-Equivalent Net Interest Revenue (3)                $    114,117       2.99%                    $    113,778        3.10%
  Tax-Equivalent Net Interest  Revenue
     To Earning Assets (3)                                                  3.32                                         3.45
   Less tax-equivalent adjustment (1)                           1,289                                      1,245
------------------------------------------------------------------------------------------------------------------------------
Net Interest Revenue                                          112,828                                    112,533
Provision for credit losses                                     3,976                                      2,015
Other operating revenue                                        86,855                                     94,591
Other operating expense                                       117,034                                    126,010
------------------------------------------------------------------------------------------------------------------------------
Income before taxes                                            78,673                                     79,099
Federal and state income tax                                   27,846                                     28,634
------------------------------------------------------------------------------------------------------------------------------
Net Income                                                $    50,827                                $    50,465
------------------------------------------------------------------------------------------------------------------------------
Earnings Per Average Common Share Equivalent:
  Net income:
    Basic                                                 $      0.77                                $      0.79
------------------------------------------------------------------------------------------------------------------------------
    Diluted                                               $      0.76                                $      0.75
------------------------------------------------------------------------------------------------------------------------------


(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.

 41


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



                                                   Three Months Ended
-------------------------------------------------------------------------------------------------------------------------
               March 31, 2005                         December 31, 2004                      September 30, 2004
-------------------------------------------------------------------------------------------------------------------------
      Average       Revenue/    Yield /       Average        Revenue/    Yield /      Average       Revenue/    Yield /
      Balance      Expense(1)     Rate        Balance       Expense(1)    Rate        Balance      Expense(1)    Rate
-------------------------------------------------------------------------------------------------------------------------

                                                                                             
  $   4,628,233  $    49,356       4.32%  $   4,709,193   $    50,200       4.25% $   4,652,435  $    50,847       4.34%
        217,571        2,843       5.30         219,873         2,951       5.37        215,190        2,951       5.46
-------------------------------------------------------------------------------------------------------------------------
      4,845,804       52,199       4.36       4,929,066        53,151       4.30      4,867,625       53,798       4.39
-------------------------------------------------------------------------------------------------------------------------
         17,205          191       4.50          10,208           107       4.17         14,956           77       2.05
         30,003          164       2.22          31,994           170       2.11         23,334           91       1.55
      7,963,177      119,006       6.06       7,873,974       111,292       5.62      7,656,588      104,181       5.41
        111,955            -         -          114,106             -         -         115,504            -         -
-------------------------------------------------------------------------------------------------------------------------
      7,851,222      119,006       6.15       7,759,868       111,292       5.71      7,541,084      104,181       5.50
-------------------------------------------------------------------------------------------------------------------------
     12,744,234      171,560       5.46      12,731,136       164,720       5.15     12,446,999      158,147       5.05
-------------------------------------------------------------------------------------------------------------------------
      1,808,680                               1,858,345                               1,399,982
-------------------------------------------------------------------------------------------------------------------------
  $  14,552,914                           $  14,589,481                           $  13,846,981
-------------------------------------------------------------------------------------------------------------------------


  $   3,920,844  $    13,629       1.41%  $   3,841,742   $    10,779       1.12% $   3,931,166  $     9,280       0.94%
        159,276          249       0.63         160,404           231       0.57        169,398          266       0.62
      3,685,257       29,736       3.27       3,662,455        29,586       3.21      3,712,161       27,667       2.97
-------------------------------------------------------------------------------------------------------------------------
      7,765,377       43,614       2.28       7,664,601        40,596       2.11      7,812,725       37,213       1.89
-------------------------------------------------------------------------------------------------------------------------

      1,704,327       10,190       2.42       1,747,391         8,397       1.91      1,458,245        5,048       1.38
        971,616        6,679       2.79       1,005,679         5,703       2.26      1,003,050        4,615       1.83
        150,752        2,227       5.99         152,634         1,929       5.03        152,333        1,766       4.61
-------------------------------------------------------------------------------------------------------------------------
     10,592,072       62,710       2.40      10,570,305        56,625       2.13     10,426,353       48,642       1.86
-------------------------------------------------------------------------------------------------------------------------
      1,895,989                               1,938,205                               1,839,311
        653,434                                 712,981                                 285,807
      1,411,419                               1,367,990                               1,295,510
-------------------------------------------------------------------------------------------------------------------------
  $  14,552,914                           $  14,589,481                           $  13,846,981
-------------------------------------------------------------------------------------------------------------------------
                 $    108,850      3.06%                  $    108,095      3.02%                $    109,505      3.19%
                                                                                      
                                   3.46                                     3.38                                   3.50
                       1,256                                    1,633                                  1,120
-------------------------------------------------------------------------------------------------------------------------
                     107,594                                  106,462                                108,385
                       2,000                                    4,439                                  4,986
                      78,156                                   78,714                                 81,086
                     102,159                                  111,582                                114,202
-------------------------------------------------------------------------------------------------------------------------
                      81,591                                   69,155                                 70,283
                      29,536                                   22,599                                 22,501
-------------------------------------------------------------------------------------------------------------------------
                 $    52,055                              $    46,556                            $    47,782
-------------------------------------------------------------------------------------------------------------------------


                 $      0.87                              $      0.78                            $      0.79
-------------------------------------------------------------------------------------------------------------------------
                 $      0.78                              $      0.70                            $      0.72
-------------------------------------------------------------------------------------------------------------------------


 42

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, 2005.


------------------------ ---------------- ---------------- ------------------------------------ -----------------------------
                          Total Number     Average Price    Total Number of Shares Purchased      Maximum Number of Shares
                            of Shares     Paid per Share      as Part of Publicly Announced      that May Yet Be Purchased
       Period              Purchased (2)                           Plans or Programs (1)               Under the Plans
------------------------ ---------------- ---------------- ------------------------------------ -----------------------------
                                                                             
                                                                                                  
July 1, 2005 to                 7,258          $ 47.36                  -                                  1,970,000
July 31, 2005
------------------------ ---------------- ---------------- ------------------------------------ -----------------------------
                                                                             
August 1, 2005 to               6,188          $ 45.99                  -                                  1,970,000
August 31, 2005
------------------------ ---------------- ---------------- ------------------------------------ -----------------------------
                                                                             
September 1, 2005 to           12,340          $ 47.64                  -                                  1,970,000
September 30, 2005
------------------------ ---------------- ---------------- ------------------------------------ -----------------------------
                                                                             
Total                          25,786                                   -
------------------------ ---------------- ---------------- ------------------------------------ -----------------------------


(1)  The Company had 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 that plan, the Company could repurchase up to
     800,000  shares of its common stock.  As of March 31, 2005, the Company had
     repurchased  638,642  shares  under  that  plan.  On April  26,  2005,  the
     Company's board of directors  terminated this authorization and replaced it
     with a new stock  repurchase plan  authorizing the Company to repurchase up
     to two million  shares of the Company's  common stock.  As of September 30,
     2005, the Company had repurchased 30,000 shares under the new 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.

 43

                                   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, 2005                  /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