content: 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 (Date of earliest event reported)  December
                             3, 1996
                             
                             
                          United Oklahoma Bankshares, Inc.
     (Exact name of registrant as specified in its charter)
       Oklahoma            0-12047             73-0969432
   (State or other     (Commission File     (IRS Employer
   jurisdiction of         Number)          Identification
    incorporation)                               No.)
                   4600 S.E. 29th Street, Del City, Oklahoma
                              73115
       (Address of principal executive offices)
  (Zip Code)
  Registrant's telephone number, including area code
  (405) 677-8711
      (Former name or former address, if changed since last
                            report.)
                            
  Item 5.  OTHER EVENTS
       Based  upon the recommendation of the Special
  Committee of     the  Board  of Directors of United
  Oklahoma  Bankshares,
  Inc.  ("United"), the Board of Directors of United
  approved the     execution  by  the          Company of a
  definitive  agreement,
  dated  December  3,  1996, for the  merger  of  United
  into Ameribank Corporation ("Ameribank").  The merger is
  subject to       the approval of the common and preferred
  stockholders of
  United,  each  voting  as a class,  and,  if  required,
  the preparation  of  all  necessary filings and  approvals
  with state  and  federal regulatory authorities.  The
  obligations of United and Ameribank to consummate the
  Merger are subject to compliance with other customary
  covenants and conditions. The      obligation of Ameribank
  to proceed with the  Merger  is
  also  specifically subject to the condition that holders
  of not           more than 12% of the outstanding shares of
  Common Stock
  shall have exercised their appraisal rights in the Merger
  in accordance  with  the  provision  of  the  Oklahoma
  General Corporation Act.
       Upon  consummation of the merger, United will be
  merged into   Ameribank,   with         Ameribank  being
  the   surviving
  corporation.   The Merger Agreement provides that
  Ameribank will  pay  to stockholders of United (other than
  Ameribank) the     aggregate  sum of $1,700,000 as
  consideration  for  the
  merger.  Preferred stockholders (other than Ameribank)
  will receive $58.35 per share for each share of 9%
  Cumulative NonVoting Preferred Stock, par value $30.00 per
  share, held  by them.   Common stockholders will receive
  $0.776901 per share (rounded  to  the  nearest $0.01) for
  each share  of  common stock,  par value $1.00 per share,
  held by them.   Ameribank will not receive any of the
  merger consideration.
       The  Special Committee is comprised of two  members
  of the           Board  of  Directors of United  who  do
  not  have  any
  financial or personal interest in Ameribank and who are
  not officers, directors, employees or stockholders of
  Ameribank.
  The  Special  Committee's financial advisor has advised
  the Special  Committee  that it believes  the
  consideration  in these   amounts   to   be  received  by
  the   non-Ameribank stockholders is fair from a financial
  point of view.
       United  will,  as  a  result of the  Merger,  become
       a
  privately  held company and the registration of  its
  Common Stock  under  the  Exchange Act of  1934,  as
  amended  will terminate.
       The  merger  is  expected  to close  during  the
  first quarter of 1997.
       As   of  the  date  of  this  report,  Ameribank
  owns approximately  61.58% and 88.85% of the  outstanding
  Common and Preferred Stock of United, respectively.
  Ameribank is a privately  held  bank holding company
  registered  under  the Bank Holding Company Act and
  primarily engaged, through  its banking subsidiary,
  American National Bank and Trust Company of
  Shawnee,  Oklahoma,  in  providing  a  full  range   of
  traditional  banking and related financial services  to
  the commercial,  consumer, energy, real estate,
  agriculture  and financial sectors, principally in the
  State of Oklahoma.
                           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
  hereunto  duly authorized.
  
                                United   Oklahoma
                                Bankshares, Inc.
                                Registrant
  Date December 12, 1996             /s/  George N. Cook,
  Jr.
                                Chairman of the Board
  
  
  
  
  
  JDK/clp/3876-11/186172
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metadata_filer: {"company-data": {"conformed-name": "UNITED OKLAHOMA BANKSHARES INC", "cik": "0000725806", "assigned-sic": "6022", "irs-number": "730969432", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12047", "film-number": "96679802"}, "business-address": {"street1": "4600 S E 29TH ST", "city": "DEL CITY", "state": "OK", "zip": "73115", "phone": "4056778711"}, "mail-address": {"street1": "4600 S E 29", "city": "DEL CITY", "state": "OK", "zip": "73115"}}
text: 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 (Date of earliest event reported)  December
                             3, 1996
                             
                             
                          United Oklahoma Bankshares, Inc.
     (Exact name of registrant as specified in its charter)
       Oklahoma            0-12047             73-0969432
   (State or other     (Commission File     (IRS Employer
   jurisdiction of         Number)          Identification
    incorporation)                               No.)
                   4600 S.E. 29th Street, Del City, Oklahoma
                              73115
       (Address of principal executive offices)
  (Zip Code)
  Registrant's telephone number, including area code
  (405) 677-8711
      (Former name or former address, if changed since last
                            report.)
                            
  Item 5.  OTHER EVENTS
       Based  upon the recommendation of the Special
  Committee of     the  Board  of Directors of United
  Oklahoma  Bankshares,
  Inc.  ("United"), the Board of Directors of United
  approved the     execution  by  the          Company of a
  definitive  agreement,
  dated  December  3,  1996, for the  merger  of  United
  into Ameribank Corporation ("Ameribank").  The merger is
  subject to       the approval of the common and preferred
  stockholders of
  United,  each  voting  as a class,  and,  if  required,
  the preparation  of  all  necessary filings and  approvals
  with state  and  federal regulatory authorities.  The
  obligations of United and Ameribank to consummate the
  Merger are subject to compliance with other customary
  covenants and conditions. The      obligation of Ameribank
  to proceed with the  Merger  is
  also  specifically subject to the condition that holders
  of not           more than 12% of the outstanding shares of
  Common Stock
  shall have exercised their appraisal rights in the Merger
  in accordance  with  the  provision  of  the  Oklahoma
  General Corporation Act.
       Upon  consummation of the merger, United will be
  merged into   Ameribank,   with         Ameribank  being
  the   surviving
  corporation.   The Merger Agreement provides that
  Ameribank will  pay  to stockholders of United (other than
  Ameribank) the     aggregate  sum of $1,700,000 as
  consideration  for  the
  merger.  Preferred stockholders (other than Ameribank)
  will receive $58.35 per share for each share of 9%
  Cumulative NonVoting Preferred Stock, par value $30.00 per
  share, held  by them.   Common stockholders will receive
  $0.776901 per share (rounded  to  the  nearest $0.01) for
  each share  of  common stock,  par value $1.00 per share,
  held by them.   Ameribank will not receive any of the
  merger consideration.
       The  Special Committee is comprised of two  members
  of the           Board  of  Directors of United  who  do
  not  have  any
  financial or personal interest in Ameribank and who are
  not officers, directors, employees or stockholders of
  Ameribank.
  The  Special  Committee's financial advisor has advised
  the Special  Committee  that it believes  the
  consideration  in these   amounts   to   be  received  by
  the   non-Ameribank stockholders is fair from a financial
  point of view.
       United  will,  as  a  result of the  Merger,  become
       a
  privately  held company and the registration of  its
  Common Stock  under  the  Exchange Act of  1934,  as
  amended  will terminate.
       The  merger  is  expected  to close  during  the
  first quarter of 1997.
       As   of  the  date  of  this  report,  Ameribank
  owns approximately  61.58% and 88.85% of the  outstanding
  Common and Preferred Stock of United, respectively.
  Ameribank is a privately  held  bank holding company
  registered  under  the Bank Holding Company Act and
  primarily engaged, through  its banking subsidiary,
  American National Bank and Trust Company of
  Shawnee,  Oklahoma,  in  providing  a  full  range   of
  traditional  banking and related financial services  to
  the commercial,  consumer, energy, real estate,
  agriculture  and financial sectors, principally in the
  State of Oklahoma.
                           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
  hereunto  duly authorized.
  
                                United   Oklahoma
                                Bankshares, Inc.
                                Registrant
  Date December 12, 1996             /s/  George N. Cook,
  Jr.
                                Chairman of the Board
  
  JDK/clp/3876-11/186172