Exhibit 3.1

Pursuant to vote of shareholders at the Southwest Bancorp, Inc. 1999 Annual
Meeting, held May 27, 1999,  Article V of the Amended and Restated Certificate
of Incorporation of the Corporation was amended by amending and restating the
first paragraph thereof to read in its entirety as follows:

     "The aggregate number of shares of all classes of capital stock which the
Corporation has authority to issue is 22,000,000 of which 20,000,000 are to be
shares of common stock, $1.00 par value per share, of which 1,000,000 are to be
shares of serial preferred stock, $1.00 par value per share, and of which
1,000,000 shall be Class B serial preferred stock, $1.00 par value per share."