As filed with the Securities and Exchange Commission on July 25, 1997   
                                              Registration No. 333-
___________________________________________________________________________   
                                                                              
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                             _______________________
                                    
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ______________________
                                
                            BANK OF THE OZARKS, INC.
              (Exact name of registrant as specified in its charter)
                            ______________________

               Arkansas                              71-0556208
     (State or other jurisdiction of   (I.R.S. Employer Identification No.)   
    incorporation or organization)


                       425 W. Capitol Avenue, Suite 3100
                         Little Rock, Arkansas  72201
                                  (501) 374-4100
                     (Address of Principal Executive Offices)
                              ______________________

                   BANK OF THE OZARKS, INC. STOCK OPTION PLAN                 
                           (full title of the plan)
                              ______________________
                                                                              
                                             Copies of Communications to:
        George G. Gleason, II                    Les R. Baledge, Esq.
   425 W. Capitol Avenue, Suite 3100          Jeffrey J. Gearhart, Esq.
     Little Rock, Arkansas  72201                  Rose Law Firm
          (501) 374-4100                     A Professional Association
   (Name, address, including zip code          120 East Fourth Street
     and telephone number, including        Little Rock, Arkansas  72201      
     area code, of agent for service)               (501) 375-9131
                                                  
<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
  Title of securities             Amount to be             Proposed maximum             Proposed maximum         Amount of 
   to be registered                registered               offering price             aggregate offering       registration       
                                                              per share                       price                 fee
                                                                                                                      
 <S>                             <C>                       <C>                          <C>                     <C>             
   Common Stock                   285,000 Shares                $17.88 (1)               $5,095,800 (1)           $1,544.18        
 (par value $.01)                                                                
</TABLE>

[FN]
(1)  Pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
solely for the purposes of calculating the Registration Fee, and reflects the
average of the high and low price per share of Common Stock as of July 22,
1997.                              
<PAGE>



                                     PART I

                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

*  Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by Bank of the Ozarks, Inc. ("Registrant"
or "Company") with the Securities and Exchange Commission are incorporated by
reference in this registration statement:

     (1)  The final prospectus used in connection with the initial public
offering of the Registrant's common stock, as included in the Company's
Registration Statement on Form S-1, as amended (Commission File No. 333-
27641) by means of a prospectus filed on July 17, 1997 pursuant to Rule
424(b) under the Securities Act of 1933, which contains audited financial
statements for the fiscal year ended December 31, 1996.

     (2)  The description of the Registrant's Common Stock, par value $0.01
per share, contained in the Company's Registration Statement on Form 8-A
(File No. 000-22759), filed June 26, 1997.  In addition, all documents
subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
                                                                              
ITEM 4.                                                                       
       Not Applicable.                                                        
                                                                              
ITEM 5.                                                                       
       Not Applicable.                                                        
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article Ninth of the Company's Amended and Restated Articles of
Incorporation provides that the Company's directors will not be personally
liable to the Company or any of its stockholders for monetary damages
resulting from breaches of their fiduciary duty as directors except (a) for
any breach of the director's duty of loyalty to the Company or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under Arkansas Code
Annotated Section 4-27-833, as the same exists or hereafter may be amended,
(d) for any transaction from which the director derived an improper personal
benefit, or (e) for any action, omission, transaction, or breach of a
director's duty creating any third party liability to any 
person or entity other than the Company or stockholder.               
                                      2                                       
<PAGE>



     Section 4-27-850 of the Arkansas Business Corporation Act empowers
Arkansas corporations to indemnify any director or officer against expenses,
judgments, fines and amounts paid in settlements actually and reasonably
incurred by him in connection with any action, suit or proceeding, if such
director or officer acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation
and, with respect to any criminal proceeding had no reasonable cause to
believe his conduct was unlawful, except that no indemnification shall be
made in connection with any action by or in the right of the corporation if
such person is adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation, unless the court determines that
despite that adjudication of liability such person is fairly and reasonably
entitled to indemnify for such expenses actually and reasonably incurred by
him.

     Article Tenth of the Company's Amended and Restated Articles of
Incorporation provides that the Company shall, to the full extent permitted
by Section 4-27-850 of the Arkansas Business Corporation Act, indemnify all
persons whom it may indemnify pursuant thereto.

     The effect of the indemnification provisions contained in the Company's
Amended and Restated Articles of Incorporation is to require the Company to
indemnify its directors and officers under circumstances where such
indemnification would otherwise be discretionary.

     The Company's Amended and Restated Articles of Incorporation specify
that the indemnification rights granted thereunder are enforceable contract
rights which are not exclusive of any other indemnification rights that the
director or officer may have under any by-law, vote of stockholders or
disinterested directors or otherwise.  As permitted by Section 4-27-850 of
the Arkansas Business Corporation Act, the Company's Amended and Restated
Articles of Incorporation also authorize the Company to purchase directors'
and officers' insurance for the benefit of its past and present directors and
officers, irrespective of whether the Company has the power to indemnify such
persons under Arkansas law.  The Company currently maintains such insurance
as allowed by these provisions.

     The Company's Amended and Restated Articles of Incorporation also
provide that expenses incurred by a director or officer in defending a civil
or criminal lawsuit or proceeding arising out of actions taken in his
official capacity, or in certain other capacities, will be paid by the
Company in advance of the final disposition of the matter upon receipt of an
undertaking from the director or officer to repay the sum advanced if it is
ultimately determined that he is not entitled to be indemnified by the
Company pursuant to applicable provisions of Arkansas law.

     As noted above, the Company's directors and officers have certain
indemnity rights under the Company's Amended and Restated Articles of
Incorporation and are protected from certain other liabilities by the
Company's existing directors' and officers' insurance.  The Company has also
entered into supplemental indemnification agreements with its directors and
with certain officers designated by the Board of Directors (collectively the
"Indemnitees"), which broaden the scope of indemnity that would otherwise be
provided by the Company to such persons under the terms of its Amended and
Restated Articles of Incorporation.
     
     The indemnification agreements with the Indemnitees provide that, 
subject to certain important exceptions, the Indemnitees shall be indemnified

                                         3
<PAGE>



to the fullest possible extent permitted by law against any amount which they
become legally obligated to pay because of any act or omission or neglect or
breach of duty.  Such amount includes all expenses (including attorneys'
fees), damages, judgments, costs and settlement amounts, actually and
reasonably incurred or paid by them in any action or proceeding, including
any action by or in the right of the Company, on account of their service as
a director or officer to the Company or any subsidiary of the Company.  The
indemnification agreements further provide that expenses incurred by the
Indemnitees in defending such actions, in accordance with the terms of the
agreements, shall be paid in advance, subject to the Indemnitees' obligation
to reimburse the Company in the event it is ultimately determined that they
are not entitled to be indemnified for such expenses under any of the
provisions of the indemnification agreements.

     No indemnification is provided under the indemnification agreements on
account of conduct which is adjudged to be deliberately dishonest and
material to establishing the liability for which indemnification is sought. 
In addition, no indemnification is provided if a final court adjudication
shall determine that such indemnification is not lawful, or in respect of any
suit in which judgment is rendered for an accounting of profits made from a
purchase or sale of securities of the Company in violation of Section 16(b)
of the Securities Exchange Act of 1934, or of any similar statutory
provision, or on account of any remuneration, personal profit or advantage
which is adjudged to have been obtained in violation of law.  The
indemnification agreements also contain provisions designed to protect the
Company from unreasonable settlements or redundant legal expenditures.

     The indemnification agreements also provide for contribution by the
Company, with certain exceptions, of amounts paid by the Indemnitees in any
situation in which the Company and such individuals are jointly liable (or
would be if the Company were joined in the litigation) if for any reason
indemnification is not available.  Such contribution would be based on the
relative benefits to the Company and the individuals of the transaction from
which liability arose, and on the relative fault in the transaction of the
Company and the individuals.  This provision could be applicable in the event
a court found that indemnification under the federal securities laws is
against public policy and thus not enforceable, as well as under state laws.

     The indemnification agreements provide for substantially broader
indemnity rights than those currently granted to the directors and officers
of the Company under the Company's Amended and Restated Articles of
Incorporation, which afforded directors and officers only those express
indemnification rights set forth in Section 4-27-850 of the Arkansas Business
Corporation.  They are not intended to deny or otherwise limit third party or
derivative suits against the Company or its directors or officers.  However,
to the extent a director or officer were entitled to indemnification or
contribution thereunder, the financial burden of a third party suit would be
borne by the Company, and the Company would not benefit from derivative
recoveries since the amount of such recoveries would be repaid to the
director or officer pursuant to the agreements.
                                                                              
ITEM 7.                                                                       
       Not Applicable.                                                        
                                          
ITEM 8.  EXHIBITS

       The following is a list of Exhibits and also serves as the Exhibit
Index.

                                       4
<PAGE>



EXHIBIT
NUMBER                     DESCRIPTION OF DOCUMENT              

(5)     Opinion of Rose Law Firm, a Professional Association

(23.1)  Consent of Moore Stephens Frost, P.A., independent certified public   
        accountants

(23.2)  Consent of Baird, Kurtz & Dobson, independent certified public        
        accountants

(23.3)  Consent of Rose Law Firm, a Professional Association (included as     
        part of Exhibit 5)

(24)    Powers of Attorney     
                                     
ITEM 9.  UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;

               (iii)  To include any material information with respect to the
plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed            
to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective 

                                      5
<PAGE>



amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.















                                  
                                      





                                     



                                  


                                       6
<PAGE>



                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Little Rock, State of Arkansas, on
the 25th day of July, 1997.

                                     BANK OF THE OZARKS, INC.
                                     (Registrant)


                                By: /s/ George G. Gleason, II                 
                                        ---------------------
                                        George G. Gleason, II
                                        Chairman of the Board of Directors    
                                        and Chief Executive Officer


Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the date indicated.

     
           Signature                  Title                        Date


/s/George G. Gleason, II  Chairman of the Board of Directors  July 25, 1997
   ---------------------  and Chief Executive Officer
   George G. Gleason, II  (Principal Executive Officer)
 

/s/Mark D. Ross           President-Bank Services and         July 25, 1997
   --------------------   Director
   Mark D. Ross

/s/Linda D. Gleason       Director                            July 25, 1997
   --------------------
   Linda D. Gleason

/s/Paul E. Moore          Chief Financial Officer             July 25, 1997
   --------------------   (Principal Financial and
   Paul E. Moore           Accounting Officer)

/s/Roger Collins*         Director                            July 25, 1997
   --------------------
   Roger Collins

/s/C.E. Dougan*           Director                            July 25, 1997
   --------------------
   C.E. Dougan

/s/Robert East*           Director                            July 25, 1997
   --------------------
   Robert East
                                        

                                       7
<PAGE>



/s/Porter Hillard*        Director                            July 25, 1997
   --------------------
   Porter Hillard

/s/Henry Mariani*         Director                            July 25, 1997
   --------------------
   Henry Mariani

/s/R.L. Qualls*           Director                            July 25, 1997
   --------------------
   R.L. Qualls

/s/Kennith Smith*         Director                            July 25, 1997
   --------------------
   Kennith Smith


 */s/ George G. Gleason, II
     ------------------------
     George G. Gleason, II, 
     Attorney-in-Fact




































                                       8
<PAGE>
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{"company-data": {"conformed-name": "BANK OF THE OZARKS INC", "cik": "0001038205", "assigned-sic": "6022", "irs-number": "71556208", "state-of-incorporation": "AK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32173", "film-number": "97646007"}, "business-address": {"street1": "425 WEST CAPITOL AVENUE", "street2": "SUITE 3100", "city": "LITTLE ROCK", "state": "AR", "zip": "72201", "phone": "5013744100"}, "mail-address": {"street1": "425 WEST CAPITOL AVENUE", "street2": "SUITE 3100", "city": "LITTLE ROCK", "state": "AR", "zip": "72201"}}
As filed with the Securities and Exchange Commission on July 25, 1997   
                                              Registration No. 333-
___________________________________________________________________________   
                                                                              
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                             _______________________
                                    
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ______________________
                                
                            BANK OF THE OZARKS, INC.
              (Exact name of registrant as specified in its charter)
                            ______________________

               Arkansas                              71-0556208
     (State or other jurisdiction of   (I.R.S. Employer Identification No.)   
    incorporation or organization)

                       425 W. Capitol Avenue, Suite 3100
                         Little Rock, Arkansas  72201
                                  (501) 374-4100
                     (Address of Principal Executive Offices)
                              ______________________

                   BANK OF THE OZARKS, INC. STOCK OPTION PLAN                 
                           (full title of the plan)
                              ______________________
                                                                              
                                             Copies of Communications to:
        George G. Gleason, II                    Les R. Baledge, Esq.
   425 W. Capitol Avenue, Suite 3100          Jeffrey J. Gearhart, Esq.
     Little Rock, Arkansas  72201                  Rose Law Firm
          (501) 374-4100                     A Professional Association
   (Name, address, including zip code          120 East Fourth Street
     and telephone number, including        Little Rock, Arkansas  72201      
     area code, of agent for service)               (501) 375-9131
                                                  

                         CALCULATION OF REGISTRATION FEE
Title of securities             Amount to be             Proposed maximum             Proposed maximum         Amount of 
   to be registered                registered               offering price             aggregate offering       registration       
                                                              per share                       price                 fee
Common Stock                   285,000 Shares                $17.88 (1)               $5,095,800 (1)           $1,544.18        
 (par value $.01)
[FN]
(1)  Pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
solely for the purposes of calculating the Registration Fee, and reflects the
average of the high and low price per share of Common Stock as of July 22,
1997.
PART I

                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

*  Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by Bank of the Ozarks, Inc. ("Registrant"
or "Company") with the Securities and Exchange Commission are incorporated by
reference in this registration statement:

     (1)  The final prospectus used in connection with the initial public
offering of the Registrant's common stock, as included in the Company's
Registration Statement on Form S-1, as amended (Commission File No. 333-
27641) by means of a prospectus filed on July 17, 1997 pursuant to Rule
424(b) under the Securities Act of 1933, which contains audited financial
statements for the fiscal year ended December 31, 1996.

     (2)  The description of the Registrant's Common Stock, par value $0.01
per share, contained in the Company's Registration Statement on Form 8-A
(File No. 000-22759), filed June 26, 1997.  In addition, all documents
subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
                                                                              
ITEM 4.                                                                       
       Not Applicable.                                                        
                                                                              
ITEM 5.                                                                       
       Not Applicable.                                                        
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article Ninth of the Company's Amended and Restated Articles of
Incorporation provides that the Company's directors will not be personally
liable to the Company or any of its stockholders for monetary damages
resulting from breaches of their fiduciary duty as directors except (a) for
any breach of the director's duty of loyalty to the Company or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under Arkansas Code
Annotated Section 4-27-833, as the same exists or hereafter may be amended,
(d) for any transaction from which the director derived an improper personal
benefit, or (e) for any action, omission, transaction, or breach of a
director's duty creating any third party liability to any 
person or entity other than the Company or stockholder.               
                                      2
Section 4-27-850 of the Arkansas Business Corporation Act empowers
Arkansas corporations to indemnify any director or officer against expenses,
judgments, fines and amounts paid in settlements actually and reasonably
incurred by him in connection with any action, suit or proceeding, if such
director or officer acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation
and, with respect to any criminal proceeding had no reasonable cause to
believe his conduct was unlawful, except that no indemnification shall be
made in connection with any action by or in the right of the corporation if
such person is adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation, unless the court determines that
despite that adjudication of liability such person is fairly and reasonably
entitled to indemnify for such expenses actually and reasonably incurred by
him.

     Article Tenth of the Company's Amended and Restated Articles of
Incorporation provides that the Company shall, to the full extent permitted
by Section 4-27-850 of the Arkansas Business Corporation Act, indemnify all
persons whom it may indemnify pursuant thereto.

     The effect of the indemnification provisions contained in the Company's
Amended and Restated Articles of Incorporation is to require the Company to
indemnify its directors and officers under circumstances where such
indemnification would otherwise be discretionary.

     The Company's Amended and Restated Articles of Incorporation specify
that the indemnification rights granted thereunder are enforceable contract
rights which are not exclusive of any other indemnification rights that the
director or officer may have under any by-law, vote of stockholders or
disinterested directors or otherwise.  As permitted by Section 4-27-850 of
the Arkansas Business Corporation Act, the Company's Amended and Restated
Articles of Incorporation also authorize the Company to purchase directors'
and officers' insurance for the benefit of its past and present directors and
officers, irrespective of whether the Company has the power to indemnify such
persons under Arkansas law.  The Company currently maintains such insurance
as allowed by these provisions.

     The Company's Amended and Restated Articles of Incorporation also
provide that expenses incurred by a director or officer in defending a civil
or criminal lawsuit or proceeding arising out of actions taken in his
official capacity, or in certain other capacities, will be paid by the
Company in advance of the final disposition of the matter upon receipt of an
undertaking from the director or officer to repay the sum advanced if it is
ultimately determined that he is not entitled to be indemnified by the
Company pursuant to applicable provisions of Arkansas law.

     As noted above, the Company's directors and officers have certain
indemnity rights under the Company's Amended and Restated Articles of
Incorporation and are protected from certain other liabilities by the
Company's existing directors' and officers' insurance.  The Company has also
entered into supplemental indemnification agreements with its directors and
with certain officers designated by the Board of Directors (collectively the
"Indemnitees"), which broaden the scope of indemnity that would otherwise be
provided by the Company to such persons under the terms of its Amended and
Restated Articles of Incorporation.
     
     The indemnification agreements with the Indemnitees provide that, 
subject to certain important exceptions, the Indemnitees shall be indemnified

                                         3
to the fullest possible extent permitted by law against any amount which they
become legally obligated to pay because of any act or omission or neglect or
breach of duty.  Such amount includes all expenses (including attorneys'
fees), damages, judgments, costs and settlement amounts, actually and
reasonably incurred or paid by them in any action or proceeding, including
any action by or in the right of the Company, on account of their service as
a director or officer to the Company or any subsidiary of the Company.  The
indemnification agreements further provide that expenses incurred by the
Indemnitees in defending such actions, in accordance with the terms of the
agreements, shall be paid in advance, subject to the Indemnitees' obligation
to reimburse the Company in the event it is ultimately determined that they
are not entitled to be indemnified for such expenses under any of the
provisions of the indemnification agreements.

     No indemnification is provided under the indemnification agreements on
account of conduct which is adjudged to be deliberately dishonest and
material to establishing the liability for which indemnification is sought. 
In addition, no indemnification is provided if a final court adjudication
shall determine that such indemnification is not lawful, or in respect of any
suit in which judgment is rendered for an accounting of profits made from a
purchase or sale of securities of the Company in violation of Section 16(b)
of the Securities Exchange Act of 1934, or of any similar statutory
provision, or on account of any remuneration, personal profit or advantage
which is adjudged to have been obtained in violation of law.  The
indemnification agreements also contain provisions designed to protect the
Company from unreasonable settlements or redundant legal expenditures.

     The indemnification agreements also provide for contribution by the
Company, with certain exceptions, of amounts paid by the Indemnitees in any
situation in which the Company and such individuals are jointly liable (or
would be if the Company were joined in the litigation) if for any reason
indemnification is not available.  Such contribution would be based on the
relative benefits to the Company and the individuals of the transaction from
which liability arose, and on the relative fault in the transaction of the
Company and the individuals.  This provision could be applicable in the event
a court found that indemnification under the federal securities laws is
against public policy and thus not enforceable, as well as under state laws.

     The indemnification agreements provide for substantially broader
indemnity rights than those currently granted to the directors and officers
of the Company under the Company's Amended and Restated Articles of
Incorporation, which afforded directors and officers only those express
indemnification rights set forth in Section 4-27-850 of the Arkansas Business
Corporation.  They are not intended to deny or otherwise limit third party or
derivative suits against the Company or its directors or officers.  However,
to the extent a director or officer were entitled to indemnification or
contribution thereunder, the financial burden of a third party suit would be
borne by the Company, and the Company would not benefit from derivative
recoveries since the amount of such recoveries would be repaid to the
director or officer pursuant to the agreements.
                                                                              
ITEM 7.                                                                       
       Not Applicable.                                                        
                                          
ITEM 8.  EXHIBITS

       The following is a list of Exhibits and also serves as the Exhibit
Index.

                                       4
EXHIBIT
NUMBER                     DESCRIPTION OF DOCUMENT              

(5)     Opinion of Rose Law Firm, a Professional Association

(23.1)  Consent of Moore Stephens Frost, P.A., independent certified public   
        accountants

(23.2)  Consent of Baird, Kurtz & Dobson, independent certified public        
        accountants

(23.3)  Consent of Rose Law Firm, a Professional Association (included as     
        part of Exhibit 5)

(24)    Powers of Attorney     
                                     
ITEM 9.  UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;

               (iii)  To include any material information with respect to the
plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed            
to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective 

                                      5
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                  
                                      

                                     

                                  

                                       6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Little Rock, State of Arkansas, on
the 25th day of July, 1997.

                                     BANK OF THE OZARKS, INC.
                                     (Registrant)

                                By: /s/ George G. Gleason, II                 
                                        ---------------------
                                        George G. Gleason, II
                                        Chairman of the Board of Directors    
                                        and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the date indicated.

     
           Signature                  Title                        Date

/s/George G. Gleason, II  Chairman of the Board of Directors  July 25, 1997
   ---------------------  and Chief Executive Officer
   George G. Gleason, II  (Principal Executive Officer)
 

/s/Mark D. Ross           President-Bank Services and         July 25, 1997
   --------------------   Director
   Mark D. Ross

/s/Linda D. Gleason       Director                            July 25, 1997
   --------------------
   Linda D. Gleason

/s/Paul E. Moore          Chief Financial Officer             July 25, 1997
   --------------------   (Principal Financial and
   Paul E. Moore           Accounting Officer)

/s/Roger Collins*         Director                            July 25, 1997
   --------------------
   Roger Collins

/s/C.E. Dougan*           Director                            July 25, 1997
   --------------------
   C.E. Dougan

/s/Robert East*           Director                            July 25, 1997
   --------------------
   Robert East
                                        

                                       7
/s/Porter Hillard*        Director                            July 25, 1997
   --------------------
   Porter Hillard

/s/Henry Mariani*         Director                            July 25, 1997
   --------------------
   Henry Mariani

/s/R.L. Qualls*           Director                            July 25, 1997
   --------------------
   R.L. Qualls

/s/Kennith Smith*         Director                            July 25, 1997
   --------------------
   Kennith Smith

 */s/ George G. Gleason, II
     ------------------------
     George G. Gleason, II, 
     Attorney-in-Fact

                                       8