As filed with the Securities and Exchange Commission on January 30, 1997.
                                                Registration No. 333-__________

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                              -----------------------

                                      FORM S-8
                              REGISTRATION STATEMENT
                         UNDER THE SECURITIES ACT OF 1933

                              -----------------------

                                LIBERTY BANCORP, INC.
                 (Name of registrant as specified in its charter)

          Oklahoma                 100 North Broadway          73-1218204
  (State or jurisdiction of     Oklahoma City, OK  73102    (I.R.S. Employer
incorporation or organization)      (405) 231-6000          Identification No.)
                                (Address, including zip 
                                code, and telephone number,
                                including area code, of 
                                registrant's principal execu-
                                tive offices)

                              -----------------------


                    1990 STOCK OPTION PLAN OF LIBERTY BANCORP, INC.
                             (Full title of the plan)

                                Kenneth R.  Brown
                                100 North Broadway
                             Oklahoma City, OK  73102
                                  (405) 231-6000
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)

                                   Copy to:
                           J. Bradford Hammond, Esq.
                  Crowe & Dunlevy, A Professional Corporation
                             500 Kennedy Building
                               321 South Boston
                          Tulsa, Oklahoma 74103-3133
                                (918) 592-9800
<TABLE>
                                    CALCULATION OF REGISTRATION FEE
<CAPTION>
===================================================================================================
                     |                 |                  |                     |      
                     |                 |    Proposed      |     Proposed        |
                     |                 |     Maximum      |      Maximum        |
Title of Securities  |    Amount to    |  Offering Price  |     Aggregate       |      Amount of
to be Registered     |  be Registered  |   Per Share(1)   |  Offering Price(1)  |  Registration Fee
---------------------------------------------------------------------------------------------------
<S>                  <C>               <C>                <C>                   <C>
Common Stock, par    |                 |                  |                     |      
value $0.01 per      |                 |                  |                     |      
share                |     205,000     |      $35.02      |     $7,179,000      |        $2,176
<FN>
===================================================================================================
(1)     The proposed maximum aggregate offering price of the 205,000 shares being registered
hereby has been calculated based on the weighted average exercise price of the outstanding 
options relating to such shares of $35.02 per share.
===================================================================================================
</TABLE>
                                                          
     The contents of the Registrant's Registration Statement on Form S-8 (File 
No. 33-48170) relating to the 1990 Stock Option Plan of Liberty Bancorp, Inc. 
(the "Plan") are incorporated herein by reference.  During 1995 and 1996, the 
Plan was amended to increase the number of shares authorized for issuance 
pursuant to options under the Plan from 525,000 shares to 730,000 shares, 
resulting in an increase of 205,000 shares.   This Registration Statement has 
been filed in accordance with General Instruction E to Form S-8 for the purpose 
of registering the offer and sale of such 205,000 additional shares of Common 
Stock that may be issued or sold by the Registrant in connection with the Plan.

     For a list of exhibits filed as part of this Registration Statement, see 
the Exhibit Index hereto.

                                  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 Oklahoma City, State of Oklahoma on January 30, 1997.

                                     LIBERTY BANCORP, INC.

                                     By:  /s/ KENNETH R.  BROWN
                                          ---------------------
                                          Kenneth R.  Brown
                                          Senior Vice President

     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 dates indicated.

           Name                         Position                    Date
           ----                         --------                    ----

Charles E. Nelson*              Chairman, Chief Executive      January 30, 1997
-----------------------         Officer and Director
Charles E.  Nelson              (Principal Executive Officer)

Mischa Gorkuscha*               Senior Vice President and      January 30, 1997
---------------------           Chief Financial Officer
Mischa Gorkuscha                (Principal Financial Officer)

Rodney L. Lee*                  Senior Vice President and      January 30, 1997
-------------------             Controller  (Principal
Rodney L.  Lee                  Accounting Officer)

W. H. Thompson, Jr.*            President and Director         January 30, 1997
------------------------
W.  H.  Thompson, Jr.

Edward F. Keller*               Senior Vice President and      January 30, 1997
---------------------           Director 
Edward F. Keller

Donald L. Brawner*              Director                       January 30, 1997
----------------------
Donald L. Brawner

Thomas G. Donnell*              Director                       January 30, 1997
----------------------
Thomas G. Donnell

Robert S. Ellis*                Director                       January 30, 1997
---------------------
Robert S.  Ellis, M.D.

William F. Fisher, Jr.*         Director                       January 30, 1997
----------------------------
William F. Fisher, Jr.

C.  W.  Flint, III*             Director                       January 30, 1997
-----------------------
C.  W.  Flint, III

James L. Hall, Jr.*             Director                       January 30, 1997
-------------------------
James L. Hall, Jr.

Raymond H. Hefner, Jr.*         Director                       January 30, 1997
----------------------------
Raymond H. Hefner, Jr.

Walter H. Helmrich, III         Director                       January 39, 1997
---------------------------
Walter H. Helmrich, III

Joseph S. Jankowsky *           Director                       January 30, 1997
-------------------------
Joseph S. Jankowsky

John E. Kirkpatrick*            Director                       January 30, 1997
------------------------
John E. Kirkpatrick

Judy Z. Kishner*                Director                       January 30, 1997
--------------------
Judy Z. Kishner

Edward C. Lawson, Jr.*          Director                       January 30, 1997
--------------------------
Edward C. Lawson, Jr.

Herb Mee, Jr.*                  Director                       January 30, 1997
------------------
Herb Mee, Jr.

William G. Paul*                Director                       January 30, 1997
--------------------
William G. Paul

V. Lee Powell*                  Director                       January 30, 1997
------------------
V.  Lee Powell

Jon R. Stuart*                  Director                       January 30, 1997
------------------
Jon R. Stuart

Clifton L. Taulbert*            Director                       January 30, 1997
------------------------
Clifton L. Taulbert

J. Otis Winters*                Director                       January 30, 1997
--------------------
J. Otis Winters

John S. Zink*                   Director                       January 30, 1997
-----------------
John S. Zink

*By:  /s/ Kenneth R. Brown
      --------------------
      Kenneth R. Brown
      Attorney-in-fact


                              INDEX TO EXHIBITS



Exhibit
  No.               Description


  5.1      Opinion of Crowe & Dunlevy, A Professional Corporation, on legality
           of securities.

 23.1      Consent of Arthur Andersen LLP.

 23.2      Consent of Ernst & Young LLP.

 23.3      Consent of Crowe & Dunlevy, A Professional Corporation (included in
           Exhibit 5.1).
     
 24.1      Powers of Attorney.



                                  EXHIBIT 5.1



                                       January 30, 1997

Liberty Bancorp, Inc.
100 North Broadway
Oklahoma City, OK  73102

          Re:     Liberty Bancorp, Inc. - Registration Statement on Form S-8
                  Relating to 205,000 Additional Shares of Common Stock in 
                  Connection with the 1990 Stock Option Plan of Liberty
                  Bancorp, Inc.

Ladies and Gentlemen:

     During 1995 and 1996, the Board of Directors of Liberty Bancorp, Inc.  
(the "Company") authorized and the shareholders of the Company approved 
amendments to the Company's 1990 Stock Option Plan (the "Plan") to increase 
the number of shares of common stock, $.01 par value per share ("Common 
Stock"), of the Company issuable pursuant to the Plan by an aggregate of 
205,000 shares (the "Additional Shares") for a  total of 730,000 shares.

     You have requested our advice with respect to the legality of the 
Additional Shares issuable upon exercise of options granted pursuant to the 
Plan.

     We have examined, and are familiar with, the originals or copies, the 
authenticity of which have been established to our satisfaction, of all 
documents and other instruments we have deemed necessary to express the 
opinions hereinafter set forth.  We have assumed the accuracy and completeness 
of such documents and instruments and of the information contained therein.

     Based on the foregoing, and upon consideration of applicable law, it is 
our opinion that the 205,000 Additional Shares that may be issued pursuant to 
options granted under the Plan will, upon payment therefor and delivery thereof 
in accordance with the Plan, be validly issued, fully paid and non-assessable.

     We hereby consent to the use of this opinion as an exhibit to the above-
captioned Registration Statement and to the reference to this firm in the 
Registration Statement and the related Prospectuses under the heading "Legal 
Matters."


                                       Respectfully submitted,

                                       CROWE & DUNLEVY
                                       A PROFESSIONAL CORPORATION


                                       By: /s/ Michael M. Stewart
                                           ----------------------
                                           Michael M. Stewart





                                 EXHIBIT 23.1


                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     As independent public accountants, we hereby consent to the incorporation 
by reference in this Registration Statement on Form S-8, relating to the 1990 
Stock Option Plan of Liberty Bancorp, Inc., and in the related Prospectuses, of 
our report dated January 19, 1996, included in the Annual Report on Form 10-K 
of Liberty Bancorp, Inc.  for the year ended December 31, 1995 (as amended by 
Form 10-K/A filed June 28, 1996), and to all references to our Firm included in 
this Registration Statement and related Prospectuses.

                                       /s/ ARTHUR ANDERSEN LLP
                                       Arthur Andersen LLP
Oklahoma City, Oklahoma
January 17, 1997



                                 EXHIBIT 23.2


                        CONSENT OF INDEPENDENT AUDITORS


     We consent to the incorporation by reference in the Registration Statement 
(Form S-8, No. 333-______) and in the related Prospectuses pertaining to the 
1990 Stock Option Plan of Liberty Bancorp, Inc. of our report dated January 18, 
1995 with respect to the consolidated financial statements of Liberty Mortgage 
Company (not presented separately therein) included in the Annual Report (Form 
10-K) of Liberty Bancorp, Inc. for the year ended December 31, 1995 (as amended 
by Form 10-K/A filed June 28, 1996), filed with the Securities and Exchange 
Commission.


                                       /s/ ERNST & YOUNG LLP
                                       Ernst & Young LLP
Oklahoma City, Oklahoma
January 17, 1997





                                 EXHIBIT 24.1


                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ Charles E.  Nelson              Chairman, Chief Executive Officer
          ----------------------              and Director (Principal Executive
          Charles E.  Nelson                  Officer)



                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ Mischa Gorkuscha                Senior Vice President and Chief
          --------------------                Financial Officer (Principal
          Mischa Gorkuscha                    Financial Officer)



                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ Rodney L.  Lee                  Senior Vice President and 
          ------------------                  Controller(Principal Accounting
          Rodney L.  Lee                      Officer)



                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ W.  H.  Thompson, Jr.                  President and Director
          -------------------------
          W.  H.  Thompson, Jr.



                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ Edward F.  Keller                  Senior Vice President and
          ---------------------                  Director
          Edward F.  Keller     



                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 20th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/Donald L.  Brawner                            Director     
          ---------------------
          Donald L.  Brawner                      



                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ Thomas G. Donnell                            Director
          ---------------------
          Thomas G.  Donnell                      
                                


                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 22nd day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ Robert S. Ellis                              Director
          -------------------
          Robert S.  Ellis, M.D.                      




                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ William F.  Fisher, Jr.                      Director
          ---------------------------
          William F.  Fisher, Jr.                      
                                


                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----
       

          /s/ C.  W.  Flint, III                           Director
          ----------------------
          C.  W.  Flint, III                      
                                
                                

                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ James L.  Hall, Jr.                          Director
          -----------------------
          James L.  Hall, Jr.                      
                                
                                

                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ Raymond H. Hefner, Jr.                       Director
          --------------------------
          Raymond H.  Hefner, Jr.                      
                                
                                

                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ Walter H.  Helmrich, III                     Director
          ----------------------------
          Walter H.  Helmrich, III                      



                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ Joseph S.  Jankowsky                         Director
          ------------------------
          Joseph S.  Jankowsky                      
                                
     
                                
                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ John E.  Kirkpatrick                         Director
          ------------------------
          John E.  Kirkpatrick                      

                                

                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ Judy Z.  Kishner                             Director
          --------------------
          Judy Z.  Kishner                      

                                

                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ Edward C.  Lawson, Jr.                       Director
          --------------------------     
          Edward C.  Lawson, Jr.                      
                                
                                

                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ Herb Mee, Jr.                                Director
          -----------------
          Herb Mee, Jr.                      
                                


                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ William G.  Paul                             Director
          --------------------     
          William G.  Paul                      

                                

                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ V.  Lee Powell                               Director
          ------------------
          V.  Lee Powell                      

                                

                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ Jon R.  Stuart                               Director
          ------------------
          Jon R.  Stuart                 



                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ Clifton L.  Taulbert                         Director
          ------------------------
          Clifton L.  Taulbert                      

                                

                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ J. Otis Winters                              Director
          -------------------
          J.  Otis Winters                      
     
                                

                               POWER OF ATTORNEY



     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.


               Signature                                    Title              
               ---------                                    -----

          /s/ John S.  Zink                                Director
          -----------------
          John S.  Zink
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 38820}]
{"company-data": {"conformed-name": "LIBERTY BANCORP INC /OK/", "cik": "0000737287", "assigned-sic": "6021", "irs-number": "731218204", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20737", "film-number": "97514536"}, "business-address": {"street1": "100 N BROADWAY", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73102", "phone": "4052316000"}, "former-company": {"former-conformed-name": "BANKS OF MID AMERICA INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on January 30, 1997.
                                                Registration No. 333-__________

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                              -----------------------

                                      FORM S-8
                              REGISTRATION STATEMENT
                         UNDER THE SECURITIES ACT OF 1933

                              -----------------------

                                LIBERTY BANCORP, INC.
                 (Name of registrant as specified in its charter)

          Oklahoma                 100 North Broadway          73-1218204
  (State or jurisdiction of     Oklahoma City, OK  73102    (I.R.S. Employer
incorporation or organization)      (405) 231-6000          Identification No.)
                                (Address, including zip 
                                code, and telephone number,
                                including area code, of 
                                registrant's principal execu-
                                tive offices)

                              -----------------------

                    1990 STOCK OPTION PLAN OF LIBERTY BANCORP, INC.
                             (Full title of the plan)

                                Kenneth R.  Brown
                                100 North Broadway
                             Oklahoma City, OK  73102
                                  (405) 231-6000
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)

                                   Copy to:
                           J. Bradford Hammond, Esq.
                  Crowe & Dunlevy, A Professional Corporation
                             500 Kennedy Building
                               321 South Boston
                          Tulsa, Oklahoma 74103-3133
                                (918) 592-9800

                                    CALCULATION OF REGISTRATION FEE
===================================================================================================
                     |                 |                  |                     |      
                     |                 |    Proposed      |     Proposed        |
                     |                 |     Maximum      |      Maximum        |
Title of Securities  |    Amount to    |  Offering Price  |     Aggregate       |      Amount of
to be Registered     |  be Registered  |   Per Share(1)   |  Offering Price(1)  |  Registration Fee
---------------------------------------------------------------------------------------------------
Common Stock, par    |                 |                  |                     |      
value $0.01 per      |                 |                  |                     |      
share                |     205,000     |      $35.02      |     $7,179,000      |        $2,176
===================================================================================================
(1)     The proposed maximum aggregate offering price of the 205,000 shares being registered
hereby has been calculated based on the weighted average exercise price of the outstanding 
options relating to such shares of $35.02 per share.
===================================================================================================
The contents of the Registrant's Registration Statement on Form S-8 (File 
No. 33-48170) relating to the 1990 Stock Option Plan of Liberty Bancorp, Inc. 
(the "Plan") are incorporated herein by reference.  During 1995 and 1996, the 
Plan was amended to increase the number of shares authorized for issuance 
pursuant to options under the Plan from 525,000 shares to 730,000 shares, 
resulting in an increase of 205,000 shares.   This Registration Statement has 
been filed in accordance with General Instruction E to Form S-8 for the purpose 
of registering the offer and sale of such 205,000 additional shares of Common 
Stock that may be issued or sold by the Registrant in connection with the Plan.

     For a list of exhibits filed as part of this Registration Statement, see 
the Exhibit Index hereto.

                                  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 Oklahoma City, State of Oklahoma on January 30, 1997.

                                     LIBERTY BANCORP, INC.

                                     By:  /s/ KENNETH R.  BROWN
                                          ---------------------
                                          Kenneth R.  Brown
                                          Senior Vice President

     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 dates indicated.

           Name                         Position                    Date
           ----                         --------                    ----

Charles E. Nelson*              Chairman, Chief Executive      January 30, 1997
-----------------------         Officer and Director
Charles E.  Nelson              (Principal Executive Officer)

Mischa Gorkuscha*               Senior Vice President and      January 30, 1997
---------------------           Chief Financial Officer
Mischa Gorkuscha                (Principal Financial Officer)

Rodney L. Lee*                  Senior Vice President and      January 30, 1997
-------------------             Controller  (Principal
Rodney L.  Lee                  Accounting Officer)

W. H. Thompson, Jr.*            President and Director         January 30, 1997
------------------------
W.  H.  Thompson, Jr.

Edward F. Keller*               Senior Vice President and      January 30, 1997
---------------------           Director 
Edward F. Keller

Donald L. Brawner*              Director                       January 30, 1997
----------------------
Donald L. Brawner

Thomas G. Donnell*              Director                       January 30, 1997
----------------------
Thomas G. Donnell

Robert S. Ellis*                Director                       January 30, 1997
---------------------
Robert S.  Ellis, M.D.

William F. Fisher, Jr.*         Director                       January 30, 1997
----------------------------
William F. Fisher, Jr.

C.  W.  Flint, III*             Director                       January 30, 1997
-----------------------
C.  W.  Flint, III

James L. Hall, Jr.*             Director                       January 30, 1997
-------------------------
James L. Hall, Jr.

Raymond H. Hefner, Jr.*         Director                       January 30, 1997
----------------------------
Raymond H. Hefner, Jr.

Walter H. Helmrich, III         Director                       January 39, 1997
---------------------------
Walter H. Helmrich, III

Joseph S. Jankowsky *           Director                       January 30, 1997
-------------------------
Joseph S. Jankowsky

John E. Kirkpatrick*            Director                       January 30, 1997
------------------------
John E. Kirkpatrick

Judy Z. Kishner*                Director                       January 30, 1997
--------------------
Judy Z. Kishner

Edward C. Lawson, Jr.*          Director                       January 30, 1997
--------------------------
Edward C. Lawson, Jr.

Herb Mee, Jr.*                  Director                       January 30, 1997
------------------
Herb Mee, Jr.

William G. Paul*                Director                       January 30, 1997
--------------------
William G. Paul

V. Lee Powell*                  Director                       January 30, 1997
------------------
V.  Lee Powell

Jon R. Stuart*                  Director                       January 30, 1997
------------------
Jon R. Stuart

Clifton L. Taulbert*            Director                       January 30, 1997
------------------------
Clifton L. Taulbert

J. Otis Winters*                Director                       January 30, 1997
--------------------
J. Otis Winters

John S. Zink*                   Director                       January 30, 1997
-----------------
John S. Zink

*By:  /s/ Kenneth R. Brown
      --------------------
      Kenneth R. Brown
      Attorney-in-fact

                              INDEX TO EXHIBITS

Exhibit
  No.               Description

  5.1      Opinion of Crowe & Dunlevy, A Professional Corporation, on legality
           of securities.

 23.1      Consent of Arthur Andersen LLP.

 23.2      Consent of Ernst & Young LLP.

 23.3      Consent of Crowe & Dunlevy, A Professional Corporation (included in
           Exhibit 5.1).
     
 24.1      Powers of Attorney.

                                  EXHIBIT 5.1

                                       January 30, 1997

Liberty Bancorp, Inc.
100 North Broadway
Oklahoma City, OK  73102

          Re:     Liberty Bancorp, Inc. - Registration Statement on Form S-8
                  Relating to 205,000 Additional Shares of Common Stock in 
                  Connection with the 1990 Stock Option Plan of Liberty
                  Bancorp, Inc.

Ladies and Gentlemen:

     During 1995 and 1996, the Board of Directors of Liberty Bancorp, Inc.  
(the "Company") authorized and the shareholders of the Company approved 
amendments to the Company's 1990 Stock Option Plan (the "Plan") to increase 
the number of shares of common stock, $.01 par value per share ("Common 
Stock"), of the Company issuable pursuant to the Plan by an aggregate of 
205,000 shares (the "Additional Shares") for a  total of 730,000 shares.

     You have requested our advice with respect to the legality of the 
Additional Shares issuable upon exercise of options granted pursuant to the 
Plan.

     We have examined, and are familiar with, the originals or copies, the 
authenticity of which have been established to our satisfaction, of all 
documents and other instruments we have deemed necessary to express the 
opinions hereinafter set forth.  We have assumed the accuracy and completeness 
of such documents and instruments and of the information contained therein.

     Based on the foregoing, and upon consideration of applicable law, it is 
our opinion that the 205,000 Additional Shares that may be issued pursuant to 
options granted under the Plan will, upon payment therefor and delivery thereof 
in accordance with the Plan, be validly issued, fully paid and non-assessable.

     We hereby consent to the use of this opinion as an exhibit to the above-
captioned Registration Statement and to the reference to this firm in the 
Registration Statement and the related Prospectuses under the heading "Legal 
Matters."

                                       Respectfully submitted,

                                       CROWE & DUNLEVY
                                       A PROFESSIONAL CORPORATION

                                       By: /s/ Michael M. Stewart
                                           ----------------------
                                           Michael M. Stewart

                                 EXHIBIT 23.1

                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public accountants, we hereby consent to the incorporation 
by reference in this Registration Statement on Form S-8, relating to the 1990 
Stock Option Plan of Liberty Bancorp, Inc., and in the related Prospectuses, of 
our report dated January 19, 1996, included in the Annual Report on Form 10-K 
of Liberty Bancorp, Inc.  for the year ended December 31, 1995 (as amended by 
Form 10-K/A filed June 28, 1996), and to all references to our Firm included in 
this Registration Statement and related Prospectuses.

                                       /s/ ARTHUR ANDERSEN LLP
                                       Arthur Andersen LLP
Oklahoma City, Oklahoma
January 17, 1997

                                 EXHIBIT 23.2

                        CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration Statement 
(Form S-8, No. 333-______) and in the related Prospectuses pertaining to the 
1990 Stock Option Plan of Liberty Bancorp, Inc. of our report dated January 18, 
1995 with respect to the consolidated financial statements of Liberty Mortgage 
Company (not presented separately therein) included in the Annual Report (Form 
10-K) of Liberty Bancorp, Inc. for the year ended December 31, 1995 (as amended 
by Form 10-K/A filed June 28, 1996), filed with the Securities and Exchange 
Commission.

                                       /s/ ERNST & YOUNG LLP
                                       Ernst & Young LLP
Oklahoma City, Oklahoma
January 17, 1997

                                 EXHIBIT 24.1

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ Charles E.  Nelson              Chairman, Chief Executive Officer
          ----------------------              and Director (Principal Executive
          Charles E.  Nelson                  Officer)

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ Mischa Gorkuscha                Senior Vice President and Chief
          --------------------                Financial Officer (Principal
          Mischa Gorkuscha                    Financial Officer)

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ Rodney L.  Lee                  Senior Vice President and 
          ------------------                  Controller(Principal Accounting
          Rodney L.  Lee                      Officer)

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ W.  H.  Thompson, Jr.                  President and Director
          -------------------------
          W.  H.  Thompson, Jr.

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ Edward F.  Keller                  Senior Vice President and
          ---------------------                  Director
          Edward F.  Keller     

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 20th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/Donald L.  Brawner                            Director     
          ---------------------
          Donald L.  Brawner                      

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ Thomas G. Donnell                            Director
          ---------------------
          Thomas G.  Donnell                      
                                

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 22nd day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ Robert S. Ellis                              Director
          -------------------
          Robert S.  Ellis, M.D.                      

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ William F.  Fisher, Jr.                      Director
          ---------------------------
          William F.  Fisher, Jr.                      
                                

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----
       

          /s/ C.  W.  Flint, III                           Director
          ----------------------
          C.  W.  Flint, III                      
                                
                                

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ James L.  Hall, Jr.                          Director
          -----------------------
          James L.  Hall, Jr.                      
                                
                                

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ Raymond H. Hefner, Jr.                       Director
          --------------------------
          Raymond H.  Hefner, Jr.                      
                                
                                

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ Walter H.  Helmrich, III                     Director
          ----------------------------
          Walter H.  Helmrich, III                      

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ Joseph S.  Jankowsky                         Director
          ------------------------
          Joseph S.  Jankowsky                      
                                
     
                                
                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ John E.  Kirkpatrick                         Director
          ------------------------
          John E.  Kirkpatrick                      

                                

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ Judy Z.  Kishner                             Director
          --------------------
          Judy Z.  Kishner                      

                                

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ Edward C.  Lawson, Jr.                       Director
          --------------------------     
          Edward C.  Lawson, Jr.                      
                                
                                

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ Herb Mee, Jr.                                Director
          -----------------
          Herb Mee, Jr.                      
                                

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ William G.  Paul                             Director
          --------------------     
          William G.  Paul                      

                                

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ V.  Lee Powell                               Director
          ------------------
          V.  Lee Powell                      

                                

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ Jon R.  Stuart                               Director
          ------------------
          Jon R.  Stuart                 

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ Clifton L.  Taulbert                         Director
          ------------------------
          Clifton L.  Taulbert                      

                                

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ J. Otis Winters                              Director
          -------------------
          J.  Otis Winters                      
     
                                

                               POWER OF ATTORNEY

     The person whose signature appears below hereby appoints Mischa Gorkuscha 
and Kenneth R.  Brown, and both of them, with full power to act alone, as 
attorney-in-fact to execute and file in the name of and on behalf of Liberty 
Bancorp, Inc.  ("Corporation"), and the person whose signature appears below, 
both individually and in the capacities indicated, the Corporation's 
Registration Statement on Form S-8 in connection with the up to 205,000 
additional shares of Common Stock that may be issued pursuant to options 
granted under this 1990 Stock Option Plan of the Corporation, and any and all 
amendments thereto.

     Dated this 15th day of January, 1997.

               Signature                                    Title              
               ---------                                    -----

          /s/ John S.  Zink                                Director
          -----------------
          John S.  Zink