BOK Financial Corporation
Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa, Oklahoma 74172
October 18, 2004
United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W. Mail Stop 0408
Washington, D.C. 20549
RE: | BOK Financial Corporation |
Form S-3 filed October 17, 2002 |
File No. 333-100595 |
Ladies and Gentleman:
Pursuant to the requirements of Rule 477 under the Securities Act of 1933, as amended, BOK Financial Corporation (the Company) hereby requests that the Securities and Exchange Commission (SEC) consent to the withdrawal of the Companys Registration Statement on Form S-3 (File No. 333-100595) filed on October 17, 2002 (the Registration Statement).
The Company was required to file the Registration Statement pursuant to letter agreements with certain shareholders of Bank of Tanglewood, National Association, a bank indirectly acquired by the Company, who would be deemed affiliates of the Company upon acquisition (the Affiliates). Subsequent to the signing of the letters and the filing of the Registration Statement, counsel for the Affiliates advised the Affiliates that they could sell shares acquired through the merger pursuant to Rule 144, and, as none of the shareholders owned more than 1% of BOK Financial Corporation stock, each were willing to waive the registration requirement to save the Company time and money related to the filing of updated prospecti.
The Registration Statement has not been declared effective and none of the Companys securities were sold pursuant to the Registration Statement.
Please forward copies of the order consenting to the withdrawal of the Registration Statement to the undersigned at Frederic Dorwart, Lawyers, 124 E. 4th Street, Tulsa, Oklahoma 74103. If you have any questions regarding this letter, please contact the Tamara Wagman of my firm at 918-583-9958. Thank you.
Sincerely, |
/s/ Frederic Dorwart |
Frederic Dorwart General Counsel |