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

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                         Date of Report: March 24, 2004

                                   ----------

                              BancFirst Corporation

        Oklahoma                      000-14384                  73-1221379
(State of incorporation)       (Commission File Number)       (I.R.S. Employer
                                                             Identification No.)

   101 N. Broadway, Oklahoma City, OK                              73102
(Address of principal executive offices)                         (Zip Code)

                    Issuer's telephone number: (405) 270-1086

                                   ----------


Item 5.     Other Events and Regulation FD Disclosure

                  On March  24,  2004,  BancFirst  Corporation  (the  "Company")
            announced  the  closing of the sale of an  additional  $1 million of
            7.20% Cumulative Trust Preferred Securities. The additional issuance
            increased the total public offering amount to $26 million. The trust
            preferred  securities  were  offered by the  Company's  wholly-owned
            subsidiary,  BFC Capital  Trust II (the  "Trust").  The Trust's sole
            assets are the junior subordinated interest debentures issued by the
            Company  in  connection  with the  issuance  of the trust  preferred
            securities.

                  The trust preferred  securities of BFC Capital Trust II have a
            distribution  rate of 7.20%,  with each share  having a  liquidation
            value of $25.  The  preferred  securities  are  listed on the Nasdaq
            National  Market  under the symbol  "BANFP."  Advest,  Inc. and Howe
            Barnes  Investments,  Inc.  acted as managing  underwriters  for the
            offering with Advest, Inc. acting as lead managing underwriter.

Item 7(c):  Exhibits

            Exhibit 4.1       First  Amendment  to Amended  and  Restated  Trust
                              Agreement

            Exhibit 99.1      Press Release


                                   Signatures

Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                               REGISTRANT:

                                               BANCFIRST CORPORATION

Date: March 24, 2004                            By: /s/ Joe T. Shockley, Jr.
                                                    ----------------------------
                                                    Joe T. Shockley, Jr.,
                                                    Executive Vice President and
                                                    Chief Financial Officer


                                  EXHIBIT INDEX

Exhibit No.       Description

      4.1         First Amendment to Amended and Restated Trust Agreement
      99.1        Press Release dated March 24, 2004.