Registration No. 333-_____      As filed with the Commission on February 1, 2000




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


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

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


                              Liberty Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

            Federal                                          22-3593532
   (State of Incorporation)                    (IRS Employer Identification No.)
                             1410 St. Georges Avenue
                            Avenel, New Jersey 07001
              (Address of Principal Executive Offices and Zip Code)

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


                  Liberty Bancorp, Inc. 1999 Stock Option Plan
                Liberty Bank 1999 Recognition and Retention Plan
                            (Full Title of the Plans)

                                   Copies to:
       John R. Bowen                             Kenneth R. Lehman, Esquire
  Chairman, President and                  Luse Lehman Gorman Pomerenk & Schick
  Chief Executive Officer                      A Professional Corporation
   Liberty Bancorp, Inc.                       5335 Wisconsin Ave., NW, #400
   1410 St. Georges Ave                           Washington, D.C.  20015
      Avenel, NJ 07001                                (202) 274-2000
       (732) 499-7200
 (Name, Address and Telephone
  Number of Agent for Service)

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


     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. |X|



<PAGE>




<TABLE>
<CAPTION>

                                       CALCULATION OF REGISTRATION FEE

======================================================================================================================
 Title of Securities to        Amount to be             Proposed                Proposed                Amount of
      be Registered           Registered (1)            Maximum                  Maximum             Registration Fee
                                                   Offering Price Per      Aggregate Offering
                                                         Share                    Price
----------------------------------------------------------------------------------------------------------------------
   Option to Purchase
      Common Stock
    Common Stock, par
<S>                         <C>                        <C>                     <C>                         <C>
  value $1.00 per share     165,148 shares (2)         $10.06(3)               $1,661,389                  $462
    Common Stock, par
  value $1.00 per share     18,216 shares (4)          $6.50 (3)                $118,404                   $33
    Common Stock, par
  value $1.00 per share     70,203 shares (5)          $10.06 (6)               $706,242                   $196
    Common Stock, par
  value $1.00 per share      3,142 shares (7)           $6.50(6)                 $20,423                    $6
          Total               256,709 shares                                   $2,506,458                  $697
======================================================================================================================
</TABLE>

 -------------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the  Liberty  Bancorp,  Inc.  1999 Stock  Option  Plan (the " Stock  Option
     Plan"),  and the Liberty  Bank 1999  Recognition  and  Retention  Plan (the
     "Recognition  and  Retention  Plan") as the result of a stock split,  stock
     dividend or similar  adjustment of the outstanding  Common Stock of Liberty
     Bancorp, Inc. pursuant to 17 C.F.R. ss. 230.416(a).
(2)  Represents the number of shares currently reserved for issuance for options
     granted pursuant to the Stock Option Plan.
(3)  Determined   by   the   exercise   price   of   options   pursuant   to  17
     C.F.R.ss.230.457(h)(1).
(4)  Represents  the number of shares  reserved  for  issuance  pursuant  to the
     exercise  of  options,  which have not been  granted  pursuant to the Stock
     Option Plan.
(5)  Represents the number of shares  awarded  pursuant to the  Recognition  and
     Retention Plan.
(6)  Determined  by the fair  market  value of the common  stock  pursuant to 17
     C.F.R. ss.230.457(h)(1).
(7)  Represents  the number of shares  reserved for issuance which have not been
     granted pursuant to the Recognition and Retention Plan.


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


     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.



                                        2

<PAGE>



PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan
                Annual Information

     The documents  containing the  information  specified in Part I of Form S-8
will  be sent  or  given  to  participants  in the  Stock  Option  Plan  and the
Recognition and Retention Plan  (collectively  the "Plans") as specified by Rule
428(b)(1)   promulgated  by  the  Securities   and  Exchange   Commission   (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The  following  documents  previously  or  concurrently  filed  by  Liberty
Bancorp,  Inc. (the  "Company")  with the Commission are hereby  incorporated by
reference in this Registration Statement:

(a)  the  Company's  Annual  Report on Form  10-KSB  for the  fiscal  year ended
     December 31, 1998 (File No. 0- 24519)  filed  pursuant to Rule 13a-1 of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b)  all other reports  filed by the Company  pursuant to Section 13(a) or 15(d)
     of the  Exchange Act since the end of the fiscal year covered by the Annual
     Report referred to above;

(c)  the  Company's  definitive  Proxy  Statement  for  its  Annual  Meeting  of
     Stockholders held on February 3, 1999;

(d)  the  description  of the common  stock,  par value $1.00 per share,  of the
     Company  contained  in the  Company's  Registration  Statement on Form SB-2
     (File No. 333-48003) originally filed with the Commission on March 16, 1998
     and all  amendments  or  reports  filed for the  purpose of  updating  such
     description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
Prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the Prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to Michael
J.  Widmer,  Executive  Vice  President  and Chief  Financial  Officer,  Liberty
Bancorp,  Inc.,  1410 St. Georges Ave.,  Avenel,  New Jersey,  07001,  telephone
number (732) 499-7200.

     All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.


                                        3

<PAGE>



Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         Federal regulations define areas for indemnity coverage for federal MHC
subsidiary holding companies, as follows:

                  (a) Any person against whom any action is brought by reason of
the fact that  such  person  is or was a  director  or  officer  of the  savings
association shall be indemnified by the savings association for:

                           (i)   Reasonable   costs  and   expenses,   including
                  reasonable  attorneys' fees, actually paid or incurred by such
                  person in connection with  proceedings  related to the defense
                  or settlement of such action;

                           (ii) Any amount for which such person  becomes liable
                  by reason of any judgment in such action;

                           (iii)  Reasonable   costs  and  expenses,   including
                  reasonable  attorneys' fees,  actually paid or incurred in any
                  action to enforce his rights under this section, if the person
                  attains  a  final  judgment in  favor of  such person  in such
                  enforcement action.

                  (b)  Indemnification provided for in subparagraph (a) shall be
                  made to such officer  or director only if the  requirements of
                  this subsection are met:

                           (i)  The   savings   association   shall   make   the
                  indemnification  provided by  subparagraph  (a) in  connection
                  with any such action which results in a final  judgment on the
                  merits in favor of such
                  officer or director.

                           (ii)  The   savings   association   shall   make  the
                  indemnification  provided  by  subparagraph  (a)  in  case  of
                  settlement  of  such  action,   final  judgment  against  such
                  director  or  officer  or  final  judgment  in  favor  of such
                  director  or  officer  other  than  on the  merits  except  in
                  relation  to  matters as to which he shall be  adjudged  to be
                  liable for  negligence  or misconduct  in the  performance  of
                  duty,  only if a  majority  of the  directors  of the  savings
                  association  determines  that such a director  or officer  was
                  acting in good faith within what he was reasonably entitled to
                  believe  under  the   circumstances   was  the  scope  of  his
                  employment  or  authority  and  for a  purpose  which  he  was
                  reasonably  entitled to believe under the circumstances was in
                  the best interest of the savings association or its members.

                  (c)      As used in this paragraph:

                           (i) "Action" means any action, suit or other judicial
                  or  administrative   proceeding,   or  threatened  proceeding,
                  whether civil, criminal, or otherwise, including any appeal or
                  other proceeding for review;

                           (ii) "Court" includes,  without limitation, any court
                  to which  or in which any appeal  or any proceeding for review
                  is brought;

                           (iii) "Final Judgment" means a judgment,  decree,  or
                  order  which is  appealable  and as to which  the  period  for
                  appeal has expired and no appeal has been taken;


                                        4

<PAGE>




                           (iv)   "Settlement"  includes the entry of a judgment
                  by consent  or  by confession  or upon a plea of  guilty or of
                  nolo contendere.

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  List of Exhibits
<TABLE>
<CAPTION>

Regulation S-K                                                                  Reference to Prior Filing or
Exhibit Number                      Document                                    Exhibit No. Attached Hereto
--------------                      --------                                    ---------------------------

<S>                  <C>                                                           <C>
     4               Specimen form of common stock certificate
                     of Liberty Bancorp, Inc.                                                  *

     5               Opinion of Luse Lehman Gorman Pomerenk                          Attached as Exhibit 5
                     & Schick, P.C.

   10.1              Liberty Bancorp, Inc. 1999 Stock Option Plan                             **

    10.2             Liberty Bank 1999 Recognition and Retention Plan              Attached as Exhibit 10.2

   23.1              Consent of Luse Lehman Gorman Pomerenk                         Contained in Exhibit 5
                     & Schick, P.C.

   23.2              Consent of Radics & Co., LLC                                  Attached as Exhibit 23.2

    24               Power of Attorney                                            Contained on Signature Page
</TABLE>

---------------
*    Filed as exhibits to the Registrant's  Registration  Statement on Form SB-2
     (File No.  333-48003)  filed with the Commission on March 16, 1998 pursuant
     to Section 5 of the Securities  Act of 1933 and all  amendments  thereto or
     reports  filed for the purpose of updating  such  description.  All of such
     previously filed documents are hereby  incorporated  herein by reference in
     accordance with Item 601 of Regulation S-K.

**   Filed as  exhibits  to the  Registrant's  Proxy  Statement  relating to the
     Registrant's  February 3, 1999 annual meeting of  stockholders,  filed with
     the  Commission  on December  29,  1998,  which is  incorporated  herein by
     reference.

Item 9.  Undertakings

          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  to  include  any
material  information with respect to the Registration  Statement not previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information 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;


                                        5

<PAGE>



          3. To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the Stock Option Plan and the Recognition and Retention Plan; and

          4.  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  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.

          5.  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>



                                  EXHIBIT INDEX


Exhibit Number                      Description
--------------                      -----------

         5                 Opinion of Luse Lehman  Gorman  Pomerenk & Schick,  A
                           Professional  Corporation  as to the  legality of the
                           Common Stock registered hereby.

         10.2              Liberty Bank 1999 Recognition and Retention Plan

         23.1              Consent of Luse Lehman Gorman Pomerenk & Schick,
                           A Professional  Corporation (contained in the opinion
                           included as Exhibit 5)

         23.2              Consent of Radics & Co., LLC






















                                        7

<PAGE>



                                   SIGNATURES

     The Registrant. 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 Avenel, State of New Jersey, on this 31st day of
January, 2000.

                        Liberty Bancorp, Inc.

                        By:      /s/ John R. Bowen
                                 -----------------------------------------------
                                 John R. Bowen
                                 Chairman, President and Chief Executive Officer
                                 (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Liberty  Bancorp,  Inc. (the
"Company") hereby severally constitute and appoint John R. Bowen as our true and
lawful  attorney  and  agent,  to do any  and all  things  in our  names  in the
capacities  indicated  below  which  said John R.  Bowen may deem  necessary  or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission, in connection with the registration statement on Form S-8, including
specifically,  but not limited  to,  power and  authority  to sign for us in our
names in the capacities  indicated below the registration  statement and any and
all amendments  (including  post-effective  amendments)  thereto;  and we hereby
approve,  ratify and confirm all that said John R. Bowen shall do or cause to be
done by virtue thereof.

     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.


By:    /s/ John R. Bowen                  By:    /s/ Michael J. Widmer
       -----------------------------             -------------------------------
       John R. Bowen                             Michael J. Widmer
       Chairman, President                       Executive Vice President, Chief
          and Chief Executive Officer            Financial Officer and Director
       (Principal Executive Officer)             (Principal Financial and
                                                 Accounting Officer)

Date:  January 31, 2000                   Date:  January 31, 2000


By:    /s/ Dr. Neil R. Bryson             By:    /s/ Anthony V. Caruso
       -----------------------------             -------------------------------
       Dr. Neil R. Bryson                        Anthony V. Caruso
       Director                                  Director

Date:  January 31, 2000                   Date:  January 31, 2000


By:    /s/ John W. Fox                    By:    /s/ John C. Marsh
       -----------------------------             -------------------------------
       John W. Fox                               John C. Marsh
       Director                                  Director

Date:  January 31, 2000                   Date:  January 31, 2000


By:    /s/ Paul J. McGovern               By:    /s/ Nelson L. Taylor, Jr.
       -----------------------------             -------------------------------
       Paul J. McGovern                          Nelson L. Taylor, Jr.
       Director                                  Director

Date:  January 31, 2000                   Date: January 31, 2000


<PAGE>



                                    EXHIBIT 5

              OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.



<PAGE>



           [LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]




January 31, 2000                                                  (202) 274-2000

Board of Directors
Liberty Bancorp, Inc.
1410 St. Georges Avenue
Avenel, NJ 07001

                   Re:      Liberty Bancorp, Inc.
                            Registration Statement on Form S-8
                            ----------------------------------

Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection  with the offer and sale of Liberty  Bancorp,  Inc.  (the  "Company")
common stock,  par value $1.00 per share (the "Common  Stock"),  pursuant to the
Liberty  Bancorp,  Inc.  1999  Stock  Option  Plan  and the  Liberty  Bank  1999
Recognition  and Retention  Plan (the  "Plans").  We have reviewed the Company's
Charter,  Registration  Statement  on Form  S-8  (the  "Form  S-8"),  as well as
applicable statutes and regulations governing the Company and the offer and sale
of the Common Stock.

     Based on the foregoing, we are of the following opinion:

     Upon the  effectiveness  of the Form S-8,  the Common  Stock,  when sold in
     connection with the exercise of options granted pursuant to the Plans, will
     be legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                      Very truly yours,


                                      /s/ LUSE LEHMAN GORMAN POMERENK & SCHICK
                                      ------------------------------------------
                                      LUSE LEHMAN GORMAN POMERENK & SCHICK
                                      A Professional Corporation

<PAGE>



                                  EXHIBIT 10.2

                LIBERTY BANK 1999 RECOGNITION AND RETENTION PLAN

<PAGE>



                                  LIBERTY BANK

                       1999 RECOGNITION AND RETENTION PLAN

1.       Establishment of the Plan; Creation of Separate Trust

     (a) Liberty  Bank (the  "Bank")  hereby  adopts and amends the Liberty Bank
1999  Recognition  and Retention Plan (the "Plan") upon the terms and conditions
hereinafter  stated in the Plan. The Plan was formerly known as Liberty Bancorp,
Inc. 1999 Recognition and Retention Plan.

     (b) A separate trust or trusts has been  established to purchase  shares of
the Common Stock that will be awarded  hereunder (the  "Trust").  If a Recipient
hereunder  fails to satisfy the  conditions  of the Plan and forfeits all or any
portion of the Common Stock awarded to him or her, such forfeited shares will be
returned to said Trust.

2.       Purpose of the Plan

     The purpose of the Plan is to advance the interests of the Bank and Liberty
Bancorp,  Inc. (the  "Company") and the Company's  stockholders by providing Key
Employees and Outside  Directors of the Bank and its  Affiliates,  including the
Company,  upon whose judgment,  initiative and efforts the successful conduct of
the business of the Bank and its Affiliates  largely depends,  with compensation
for  their  contributions  to the  Bank  and its  Affiliates  and an  additional
incentive  to  perform  in a superior  manner,  as well as to attract  people of
experience and ability.

3.       Definitions

     The  following  words and  phrases  when used in this Plan with an  initial
capital letter,  unless the context clearly indicates otherwise,  shall have the
meanings set forth below.  Wherever  appropriate,  the  masculine  pronoun shall
include the feminine pronoun and the singular shall include the plural:

     "Affiliate" means any "parent  corporation" or "subsidiary  corporation" of
the Bank, as such terms are defined in Section 424(e) and (f), respectively,  of
the Code, or a successor to a parent corporation or subsidiary corporation.

     "Award" means the grant by the Committee of Restricted  Stock,  as provided
in the Plan.

     "Bank" means Liberty Bank, or a successor corporation.

     "Beneficiary"  means the person or persons  designated  by a  Recipient  to
receive any  benefits  payable  under the Plan in the event of such  Recipient's
death.  Such person or persons shall be designated in writing on forms  provided
for this  purpose  by the  Committee  and may be  changed  from  time to time by
similar  written  notice  to  the  Committee.   In  the  absence  of  a  written
designation,  the Beneficiary shall be the Recipient's surviving spouse, if any,
or if none, his estate.

     "Board" or "Board of Directors" means the Board of Directors of the Bank or
an Affiliate, as applicable.

     "Cause"  means  personal  dishonesty,  willful  misconduct,  any  breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  or the willful  violation of any law,  rule or  regulation  (other than
traffic violations or similar offenses) or a final  cease-and-desist  order, any
of which results in a material loss to the Company or an Affiliate.

     "Change in Control" of the Bank or the Company means a change in control of
a nature that:  (i) would be required to be reported in response to Item 1(a) of
the  current  report on Form 8-K, as in effect on the date  hereof,  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");
or (ii)  results in a Change in Control  of the Bank or the  Company  within the
meaning of the Home Owners Loan Act, as amended  ("HOLA"),  and applicable rules
and regulations promulgated  thereunder,  as in effect at the time of the Change
in Control; or (iii) without limitation such a Change in Control shall be deemed
to have  occurred  at such  time as (a)  any  "person"  (as the  term is used in
Sections  13(d) and 14(d) of the  Exchange  Act) is or becomes  the  "beneficial
owner"  (as  defined  in  Rule  13d-3  under  the  Exchange  Act),  directly  or
indirectly,  of  securities  of the  Company  representing  25% or  more  of the
combined  voting power of the Company's  outstanding  securities  except for any
securities  purchased by the Bank's  employee stock  ownership plan or trust; or
(b)  individuals  who  constitute  the Board on the date hereof (the  "Incumbent
Board") cease

<PAGE>



for any reason to  constitute  at least a majority  thereof,  provided  that any
person  becoming a director  subsequent  to the date hereof  whose  election was
approved by a vote of at least  three-quarters  of the directors  comprising the
Incumbent Board, or whose nomination for election by the Company's  stockholders
was approved by the same Nominating  Committee serving under an Incumbent Board,
shall be, for purposes of this clause (b), considered as though he were a member
of the Incumbent Board; or (c) a plan of reorganization,  merger, consolidation,
sale  of  all  or  substantially  all  the  assets  of the  Company  or  similar
transaction in which the Company is not the surviving institution occurs; or (d)
a proxy  statement  soliciting  proxies from  stockholders  of the  Company,  by
someone other than the current  management of the Company,  seeking  stockholder
approval of a plan of reorganization,  merger or consolidation of the Company or
similar  transaction  with one or more  corporations  as a result  of which  the
outstanding shares of the class of securities then subject to the Plan are to be
exchanged for or converted into cash or property or securities not issued by the
Company;  or (e) a tender offer is made for 25% or more of the voting securities
of the Company and the shareholders owning beneficially or of record 25% or more
of the  outstanding  securities  of the Company have tendered or offered to sell
their shares  pursuant to such tender offer and such  tendered  shares have been
accepted by the tender offeror.

Notwithstanding,  the  foregoing,  a "Change in Control"  shall not be deemed to
have  occurred in the event of a  conversion  of the  Company's  mutual  holding
company to stock form or in connection with any reorganization or action used to
effect such conversion.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Committee"  means a committee  of the Board of the Company  consisting  of
either (i) at least two Non-  Employee  Directors  of the  Company,  or (ii) the
entire Board of the Company.

     "Common  Stock" means shares of the common stock of the Company,  par value
$1.00 per share.

     "Company"  means Liberty  Bancorp,  Inc., the stock holding  company of the
Bank, or a successor corporation.

     "Continuous  Service" means  employment as a Key Employee and/or service as
an Outside  Director  without any interruption or termination of such employment
and/or service. Continuous Service shall also mean a continuation as a member of
the Board of Directors following a cessation of employment as a Key Employee. In
the case of a Key Employee,  employment  shall not be considered  interrupted in
the case of sick leave, military leave or any other leave of absence approved by
the Bank or in the case of transfers  between  payroll  locations of the Bank or
between the Bank, its parent, its subsidiaries or its successor.

     "Director" means a member of the Board.

     "Disability" means the permanent and total inability by reason of mental or
physical  infirmity,  or both,  of an employee  to perform the work  customarily
assigned to him, or of a Director to serve as such. Additionally, in the case of
an employee,  a medical doctor selected or approved by the Board must advise the
Committee that it is either not possible to determine when such  Disability will
terminate or that it appears  probable  that such  Disability  will be permanent
during the remainder of such employee's lifetime.

     "Effective  Date"  means  the date of,  or a date  determined  by the Board
following, approval of the Plan by the Company's stockholders.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended.

     "Key Employee" means any person who is currently employed by the Bank or an
Affiliate who is chosen by the Committee to participate in the Plan.

     "Non-Employee Director" means, for purposes of the Plan, a Director who (a)
is  not  employed  by  the  Company  or  an  Affiliate;  (b)  does  not  receive
compensation  directly or indirectly as a consultant  (or in any other  capacity
than as a Director)  greater  than  $60,000;  (c) does not have an interest in a
transaction  requiring disclosure under Item 404(a) of Regulation S-K; or (d) is
not engaged in a business  relationship  for which  disclosure would be required
pursuant to Item 404(b) of Regulation S-K.


                                        2

<PAGE>



     "Normal  Retirement" means for a Key Employee,  retirement at the normal or
early  retirement date set forth in the Bank's Employee Stock Ownership Plan, or
any successor plan.  Normal Retirement for an Outside Director means a cessation
of  service on the Board of  Directors  for any reason  other than  removal  for
Cause,  after  reaching  60  years of age and  maintaining  at least 10 years of
Continuous Service.

     "OTS" means the Office of Thrift Supervision.

     "Outside  Director" means a Director of the Bank or an Affiliate who is not
an employee of the Company or an Affiliate.

     "Recipient"  means a Key  Employee  or Outside  Director of the Bank or its
Affiliates who receives or has received an Award under the Plan.

     "Restricted  Period" means the period of time selected by the Committee for
the purpose of determining when  restrictions are in effect under Section 6 with
respect to Restricted Stock awarded under the Plan.

     "Restricted Stock" means shares of Common Stock that have been contingently
awarded to a Recipient by the Committee subject to the restrictions  referred to
in Section 6, so long as such restrictions are in effect.

4.       Administration of the Plan.

     (a) Role of the Committee.  The Plan shall be administered  and interpreted
by the  Committee,  which  shall have all of the powers  allocated  to it in the
Plan, subject to OTS regulations and policy. The interpretation and construction
by the Committee of any provisions of the Plan or of any Award granted hereunder
shall be final and binding.  The Committee  shall act by vote or written consent
of a majority of its members.  Subject to the express provisions and limitations
of the Plan and subject to OTS regulations  and policy,  the Committee may adopt
such  rules  and  procedures  as it deems  appropriate  for the  conduct  of its
affairs.  The Committee  shall report its actions and decisions  with respect to
the Plan to the Board at appropriate  times,  but in no event less than one time
per calendar year.

     (b) Role of the Board.  The members of the Committee  shall be appointed or
approved by, and will serve at the pleasure of, the Board of the Bank.  The Bank
Board  may in its  discretion  from time to time  remove  members  from,  or add
members to, the Committee. The Board of the Company shall have all of the powers
allocated  to it in the Plan,  may take any action  under or with respect to the
Plan that the Committee is  authorized to take,  and may reverse or override any
action  taken or decision  made by the  Committee  under or with  respect to the
Plan, provided,  however, that except as provided in Section 6(b), the Board may
not revoke any Award except in the event of revocation for Cause or with respect
to unearned Awards in the event the Recipient of an Award voluntarily terminates
employment with the Bank prior to Normal Retirement.

     (c) Plan Administration  Restrictions.  All transactions involving a grant,
award or other acquisitions from the Company shall:

               (i)  be approved by the Company's full Board or by the Committee;

               (ii) be approved,  or ratified,  in compliance with Section 14 of
                    the Exchange  Act, by either:  the  affirmative  vote of the
                    holders of a majority of the shares present,  or represented
                    and  entitled to vote at a meeting  duly held in  accordance
                    with the laws under  which the Company is  incorporated;  or
                    the  written  consent of the  holders  of a majority  of the
                    securities of the issuer entitled to vote provided that such
                    ratification  occurs  no  later  than  the  date of the next
                    annual meeting of shareholders; or

               (iii)result in the  acquisition  of Common  Stock that is held by
                    the Recipient for a period of six months  following the date
                    of such acquisition.

     (d) Limitation on Liability.  No member of the Board or the Committee shall
be liable for any  determination  made in good faith with respect to the Plan or
any  Awards  granted  under it. If a member of the Board or the  Committee  is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or


                                        3

<PAGE>



proceeding, whether civil, criminal,  administrative or investigative, by reason
of anything  done or not done by him in such  capacity  under or with respect to
the Plan, the Bank or the Company shall  indemnify  such member against  expense
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in the best  interests of the Bank and the Company  and,  with respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.

5.       Eligibility; Awards

     (a)  Eligibility.  Key  Employees  and Outside  Directors  are  eligible to
receive Awards.

     (b) Awards to Key  Employees  and  Outside  Directors.  The  Committee  may
determine which of the Key Employees and Outside Directors referenced in Section
5(a) will be  granted  Awards and the  number of shares  covered by each  Award;
provided,  however,  that in no event shall any Awards be made that will violate
the Company's or the Bank's  Charter and Bylaws,  or any  applicable  federal or
state law or  regulation.  Shares of  Restricted  Stock that are  awarded by the
Committee  shall,  on the date of the Award,  be  registered  in the name of the
Recipient and  transferred  to the Recipient,  in accordance  with the terms and
conditions established under the Plan. The aggregate number of shares that shall
be issued under the Plan is 73,345,  subject to adjustment  in  accordance  with
Section 7 of the Plan.

     In the event Restricted  Stock is forfeited for any reason,  the Committee,
from  time to  time,  may  determine  which  of the Key  Employees  and  Outside
Directors  will be  granted  additional  Awards  to be  awarded  from  forfeited
Restricted Stock.

     In selecting those Key Employees and Outside  Directors to whom Awards will
be granted  and the amount of  Restricted  Stock  covered  by such  Awards,  the
Committee  shall consider such factors as it deems  relevant,  which factors may
include,  among others, the position and  responsibilities  of the Key Employees
and Outside  Directors,  the length and value of their  services to the Bank and
its Affiliates,  the compensation  paid to the Key Employees or fees paid to the
Outside Directors,  and the Committee may request the written  recommendation of
the Chief Executive Officer and other senior executive officers of the Bank, the
Company  and  its  Affiliates  or the  recommendation  of the  full  Board.  All
allocations  by the  Committee  shall be  subject  to review,  and  approval  or
rejection, by the Board.

     No  Restricted  Stock  shall  be  earned  unless  the  Recipient  maintains
Continuous Service with the Bank or an Affiliate until the restrictions lapse.

     (c) Manner of Award. As promptly as practicable  after a  determination  is
made pursuant to Section 5(b) to grant an Award,  the Committee shall notify the
Recipient  in  writing  of the  grant of the  Award,  the  number  of  shares of
Restricted  Stock covered by the Award,  and the terms upon which the Restricted
Stock  subject  to the Award may be  earned.  Upon  notification  of an Award of
Restricted  Stock,  the  Recipient  shall  execute  and return to the  Company a
restricted stock agreement (the "Restricted Stock Agreement")  setting forth the
terms and conditions under which the Recipient shall earn the Restricted  Stock,
together with a stock power or stock powers endorsed in blank.  Thereafter,  the
Recipient's  Restricted  Stock and stock power shall be deposited with an escrow
agent specified by the Company  ("Escrow  Agent") who shall hold such Restricted
Stock  under  the  terms  and  conditions  set  forth  in the  Restricted  Stock
Agreement.  Each  certificate  in respect of shares of Restricted  Stock Awarded
under the Plan shall be registered in the name of the Recipient.

     (d) Treatment of Forfeited  Shares. In the event shares of Restricted Stock
are  forfeited by a Recipient,  such shares shall be returned to the Company and
shall be held and  accounted  for  pursuant  to the terms of the Plan until such
time as the Restricted Stock is re-awarded to another  Recipient,  in accordance
with the terms of the Plan and the applicable  state and federal laws, rules and
regulations.

6.       Terms and Conditions of Restricted Stock

     The  Committee  shall  have full and  complete  authority,  subject  to the
limitations  of the Plan, to grant awards of  Restricted  Stock to Key Employees
and Outside Directors and, in addition to the terms and conditions  contained in
Sections 6(a) through 6(h),  to provide such other terms and  conditions  (which
need not be  identical  among  Recipients)  in respect of such  Awards,  and the
vesting thereof, as the Committee shall determine.


                                        4

<PAGE>



     (a) General Rules.  Unless the Committee  shall  specifically  state to the
contrary at the time an Award is granted,  Restricted Stock shall be earned by a
Recipient at the rate of 20% of the initially awarded amount per year commencing
with the first  installment being earned on the first anniversary of the Date of
Grant and succeeding  installments being earned on the following  anniversaries,
provided that such Recipient maintains  Continuous Service.  Subject to any such
other terms and  conditions  as the  Committee  shall  provide  with  respect to
Awards,  shares  of  Restricted  Stock  may not be sold,  assigned,  transferred
(within the meaning of Code Section 83), pledged or otherwise  encumbered by the
Recipient,  except as hereinafter  provided,  during the Restricted  Period. The
Committee shall have the authority, in its discretion, to accelerate the time at
which any or all of the  restrictions  shall lapse with  respect to a Restricted
Stock Award, or to remove any or all of such restrictions.

     (b) Continuous Service; Forfeiture.  Except as provided in Section 6(c), if
a Recipient  ceases to maintain  Continuous  Service for any reason  (other than
death or Disability), unless the Committee shall otherwise determine, all shares
of Restricted Stock theretofore  awarded to such Recipient and which at the time
of such  termination  of  Continuous  Service  are  subject to the  restrictions
imposed by Section 6(a) shall upon such  termination  of  Continuous  Service be
forfeited.   Any  stock   dividends  or  declared  but  unpaid  cash   dividends
attributable to such shares of Restricted Stock shall also be forfeited.

     (c) Exception for Termination  Due to Death or Disability.  Notwithstanding
the general  rule  contained  in Section  6(a),  Restricted  Stock  awarded to a
Recipient whose employment with the Bank or an Affiliate or service on the Board
terminates  due  to  death  or  Disability  shall  be  deemed  earned  as of the
Recipient's last day of employment with the Bank or an Affiliate, or last day of
service on the Board of the Company or an Affiliate;  provided  that  Restricted
Stock awarded to a Key Employee who at any time also serves as a Director, shall
not be deemed earned until both  employment  and service as a Director have been
terminated.

     (d)  Revocation  for Cause.  Notwithstanding  anything  hereinafter  to the
contrary,  the Board may by resolution immediately revoke, rescind and terminate
any Award, or portion thereof,  previously awarded under the Plan, to the extent
Restricted  Stock has not been redelivered by the Escrow Agent to the Recipient,
whether or not yet earned,  in the case of a Key Employee  whose  employment  is
terminated by the Bank or an Affiliate or an Outside  Director  whose service is
terminated  by the Bank or an  Affiliate  for Cause or who is  discovered  after
termination  of  employment  or service on the Board to have  engaged in conduct
that would have justified termination for Cause.

     (e)  Restricted  Stock  Legend.  Each  certificate  in respect of shares of
Restricted  Stock  awarded under the Plan shall be registered in the name of the
Recipient and deposited by the  Recipient,  together with a stock power endorsed
in blank,  with the  Escrow  Agent and shall bear the  following  (or a similar)
legend:

          "The  transferability  of this  certificate  and the  shares  of stock
          represented hereby are subject to the terms and conditions  (including
          forfeiture)  contained  in  the  Liberty  Bank  1999  Recognition  and
          Retention Plan.  Copies of such Plan are on file in the offices of the
          Secretary of Liberty Bank, 1410 St. George Avenue,  Avenel, New Jersey
          07001."

     (f) Payment of  Dividends  and Return of  Capital.  After an Award has been
granted but before such Award has been earned,  the Recipient  shall receive any
cash dividends paid with respect to such shares,  or shall share in any pro-rata
return of capital to all  shareholders  with respect to the Common Stock.  Stock
dividends  declared  by the  Company  and paid on Awards  that have not yet been
earned shall be subject to the same restrictions as the Restricted Stock and the
certificate(s) or other instruments representing or evidencing such shares shall
be legended in the manner provided in Section 6(e) and shall be delivered to the
Escrow Agent for  distribution  to the Recipient when the Restricted  Stock upon
which such  dividends  were paid are earned.  Unless the  Recipient  has made an
election  under  Section 83(b) of the Code,  cash  dividends or other amounts so
paid on shares that have not yet been earned by the  Recipient  shall be treated
as  compensation  income to the Recipient  when paid. If dividends are paid with
respect to shares of  Restricted  Stock under the Plan that have been  forfeited
and  returned  to the  Company  or to a trust  established  to hold  issued  and
unawarded  or  forfeited  shares,  the  Committee  can  determine  to award such
dividends to any Recipient or Recipients  under the Plan, to any other  employee
or  director of the Company or the Bank,  or can return  such  dividends  to the
Company.


                                        5

<PAGE>



     (g)  Voting of  Restricted  Shares.  After an Award has been  granted,  the
Recipient as conditional  owner of the Restricted  Stock shall have the right to
vote such shares.

     (h)  Delivery  of Earned  Shares.  At the  expiration  of the  restrictions
imposed by Section 6(a),  the Escrow Agent shall  redeliver to the Recipient (or
where the  relevant  provision of Section 6(b) applies in the case of a deceased
Recipient,  to his Beneficiary) the certificate(s) and any remaining stock power
deposited  with it pursuant to Section 5(c) and the shares  represented  by such
certificate(s) shall be free of the restrictions referred to Section 6(a).

7.       Adjustments upon Changes in Capitalization

     In the event of any  change in the  outstanding  shares  subsequent  to the
Effective Date by reason of any reorganization,  recapitalization,  stock split,
stock dividend,  combination or exchange of shares, or any merger, consolidation
or any  change in the  corporate  structure  or shares of the  Company,  without
receipt or payment of consideration by the Company, the maximum aggregate number
and class of shares as to which  Awards may be  granted  under the Plan shall be
appropriately   adjusted  by  the  Committee,   whose   determination  shall  be
conclusive. Any shares of stock or other securities received, as a result of any
of the  foregoing,  by a Recipient  with  respect to  Restricted  Stock shall be
subject to the same  restrictions and the  certificate(s)  or other  instruments
representing  or  evidencing  such shares or  securities  shall be legended  and
deposited with the Escrow Agent in the manner provided in Section 6(e).

8.       Assignments and Transfers

     No Award nor any right or  interest  of a  Recipient  under the Plan in any
instrument  evidencing  any Award under the Plan may be assigned,  encumbered or
transferred  (within the meaning of Code Section 83) except, in the event of the
death of a Recipient, by will or the laws of descent and distribution until such
Award is earned.

9.       Key Employee Rights under the Plan

     No Key  Employee  shall have a right to be  selected  as a  Recipient  nor,
having been so selected, to be selected again as a Recipient and no Key Employee
or other  person  shall have any claim or right to be granted an Award under the
Plan or under any other  incentive or similar plan of the Bank or any Affiliate.
Neither the Plan nor any action  taken  thereunder  shall be construed as giving
any Key  Employee  any  right to be  retained  in the  employ of the Bank or any
Affiliate.

10.      Outside Director Rights under the Plan

     Neither the Plan nor any action  taken  thereunder  shall be  construed  as
giving any Outside  Director any right to be retained in the service of the Bank
or any Affiliate.

11.      Withholding Tax

     Upon the termination of the Restricted Period with respect to any shares of
Restricted  Stock (or at any such  earlier  time that an election is made by the
Recipient under Section 83(b) of the Code, or any successor  provision  thereto,
to include the value of such shares in taxable income),  the Bank or the Company
shall have the right to require the  Recipient  or other person  receiving  such
shares to pay the Bank or the Company the minimum amount of any federal or state
taxes,  including payroll taxes, that are applicable to such supplemental income
and that the Bank or the Company is required  to withhold  with  respect to such
shares,  or, in lieu  thereof,  to retain or sell without  notice,  a sufficient
number of shares  held by it to cover the amount  required to be  withheld.  The
Bank or the Company shall have the right to deduct from all dividends  paid with
respect to shares of Restricted  Stock the amount of any taxes which the Bank or
the Company is required to withhold with respect to such dividend payments.

12.      Amendment or Termination

     The  Board of the Bank may  amend,  suspend  or  terminate  the Plan or any
portion  thereof at any time subject to OTS  regulations  and policy,  provided,
however,  that no such  amendment,  suspension or  termination  shall impair the
rights of any  Recipient,  without his consent,  in any Award  theretofore  made
pursuant  to  the  Plan.  Any  amendment  or  modification  of  the  Plan  or an
outstanding Award under the Plan,  including but not limited to the acceleration
of vesting


                                        6

<PAGE>



of an  outstanding  Award for  reasons  other  than  death,  Disability,  Normal
Retirement or  termination  following a Change in Control,  shall be approved by
the Committee, or the full Board of the Company.

13.      Governing Law

     The Plan shall be governed by the laws of the State of New Jersey.

14.      Term of Plan

     The Plan initially became effective on February 3, 1999, which was the date
of approval of the Plan by the  Company's  stockholders.  This  amendment to the
Plan shall be effective on the date set forth below.  The Plan shall continue in
effect until the earlier of (i) ten years from the Effective  Date unless sooner
terminated  under  Section  12  hereof,  or (ii) the date on which all shares of
Common Stock  available for award  hereunder,  have vested in the  Recipients of
such Awards.

         IN WITNESS WHEREOF, the Bank has caused the amended Plan to be executed
by its duly  authorized  officers and the corporate  seal to be affixed and duly
attested, as of the ____ day of ______________, _________.

Date Approved by Shareholders:      __________

Initial Effective Date:             __________

Effective Date of Amendment         __________




ATTEST:                                         LIBERTY BANK



                                                By:  ___________________________
Secretary
















                                        7

<PAGE>


                                  EXHIBIT 23.2

                          CONSENT OF RADICS & CO., LLC


<PAGE>


                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------



The Board of Directors
Liberty Bancorp, Inc.



We consent to incorporation  by reference in the registration  statement on Form
S-8 of Liberty  Bancorp,  Inc. of our report dated February 12, 1999 relating to
the consolidated  statements of financial condition of Liberty Bancorp, Inc. and
Subsidiaries  as of  December  31, 1998 and 1997,  and the related  consolidated
statements of income,  comprehensive income, changes in stockholders' equity and
cash flows for each of the years in the two-year period ended December 31, 1998,
together will related notes.


                                       /s/ Radics & Co., LLC


Radics & Co., LLC
Pine Brook, New Jersey
January 31, 2000
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 55585}]
{"company-data": {"conformed-name": "LIBERTY BANCORP INC /NJ/", "cik": "0001057570", "assigned-sic": "6770", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95819", "film-number": "518507"}, "business-address": {"street1": "1410 ST GEORGES AVENUE", "city": "AVENEL", "state": "NJ", "zip": "07001", "phone": "7324997200"}, "former-company": {"former-conformed-name": "AXIA BANCORP INC", "date-changed": "19980311"}}
Registration No. 333-_____      As filed with the Commission on February 1, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                              Liberty Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

            Federal                                          22-3593532
   (State of Incorporation)                    (IRS Employer Identification No.)
                             1410 St. Georges Avenue
                            Avenel, New Jersey 07001
              (Address of Principal Executive Offices and Zip Code)

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

                  Liberty Bancorp, Inc. 1999 Stock Option Plan
                Liberty Bank 1999 Recognition and Retention Plan
                            (Full Title of the Plans)

                                   Copies to:
       John R. Bowen                             Kenneth R. Lehman, Esquire
  Chairman, President and                  Luse Lehman Gorman Pomerenk & Schick
  Chief Executive Officer                      A Professional Corporation
   Liberty Bancorp, Inc.                       5335 Wisconsin Ave., NW, #400
   1410 St. Georges Ave                           Washington, D.C.  20015
      Avenel, NJ 07001                                (202) 274-2000
       (732) 499-7200
 (Name, Address and Telephone
  Number of Agent for Service)

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

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. |X|
CALCULATION OF REGISTRATION FEE

======================================================================================================================
 Title of Securities to        Amount to be             Proposed                Proposed                Amount of
      be Registered           Registered (1)            Maximum                  Maximum             Registration Fee
                                                   Offering Price Per      Aggregate Offering
                                                         Share                    Price
----------------------------------------------------------------------------------------------------------------------
   Option to Purchase
      Common Stock
    Common Stock, par
value $1.00 per share     165,148 shares (2)         $10.06(3)               $1,661,389                  $462
    Common Stock, par
  value $1.00 per share     18,216 shares (4)          $6.50 (3)                $118,404                   $33
    Common Stock, par
  value $1.00 per share     70,203 shares (5)          $10.06 (6)               $706,242                   $196
    Common Stock, par
  value $1.00 per share      3,142 shares (7)           $6.50(6)                 $20,423                    $6
          Total               256,709 shares                                   $2,506,458                  $697
======================================================================================================================
-------------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the  Liberty  Bancorp,  Inc.  1999 Stock  Option  Plan (the " Stock  Option
     Plan"),  and the Liberty  Bank 1999  Recognition  and  Retention  Plan (the
     "Recognition  and  Retention  Plan") as the result of a stock split,  stock
     dividend or similar  adjustment of the outstanding  Common Stock of Liberty
     Bancorp, Inc. pursuant to 17 C.F.R. ss. 230.416(a).
(2)  Represents the number of shares currently reserved for issuance for options
     granted pursuant to the Stock Option Plan.
(3)  Determined   by   the   exercise   price   of   options   pursuant   to  17
     C.F.R.ss.230.457(h)(1).
(4)  Represents  the number of shares  reserved  for  issuance  pursuant  to the
     exercise  of  options,  which have not been  granted  pursuant to the Stock
     Option Plan.
(5)  Represents the number of shares  awarded  pursuant to the  Recognition  and
     Retention Plan.
(6)  Determined  by the fair  market  value of the common  stock  pursuant to 17
     C.F.R. ss.230.457(h)(1).
(7)  Represents  the number of shares  reserved for issuance which have not been
     granted pursuant to the Recognition and Retention Plan.

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

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

                                        2
PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan
                Annual Information

     The documents  containing the  information  specified in Part I of Form S-8
will  be sent  or  given  to  participants  in the  Stock  Option  Plan  and the
Recognition and Retention Plan  (collectively  the "Plans") as specified by Rule
428(b)(1)   promulgated  by  the  Securities   and  Exchange   Commission   (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The  following  documents  previously  or  concurrently  filed  by  Liberty
Bancorp,  Inc. (the  "Company")  with the Commission are hereby  incorporated by
reference in this Registration Statement:

(a)  the  Company's  Annual  Report on Form  10-KSB  for the  fiscal  year ended
     December 31, 1998 (File No. 0- 24519)  filed  pursuant to Rule 13a-1 of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b)  all other reports  filed by the Company  pursuant to Section 13(a) or 15(d)
     of the  Exchange Act since the end of the fiscal year covered by the Annual
     Report referred to above;

(c)  the  Company's  definitive  Proxy  Statement  for  its  Annual  Meeting  of
     Stockholders held on February 3, 1999;

(d)  the  description  of the common  stock,  par value $1.00 per share,  of the
     Company  contained  in the  Company's  Registration  Statement on Form SB-2
     (File No. 333-48003) originally filed with the Commission on March 16, 1998
     and all  amendments  or  reports  filed for the  purpose of  updating  such
     description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
Prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the Prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to Michael
J.  Widmer,  Executive  Vice  President  and Chief  Financial  Officer,  Liberty
Bancorp,  Inc.,  1410 St. Georges Ave.,  Avenel,  New Jersey,  07001,  telephone
number (732) 499-7200.

     All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

                                        3
Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         Federal regulations define areas for indemnity coverage for federal MHC
subsidiary holding companies, as follows:

                  (a) Any person against whom any action is brought by reason of
the fact that  such  person  is or was a  director  or  officer  of the  savings
association shall be indemnified by the savings association for:

                           (i)   Reasonable   costs  and   expenses,   including
                  reasonable  attorneys' fees, actually paid or incurred by such
                  person in connection with  proceedings  related to the defense
                  or settlement of such action;

                           (ii) Any amount for which such person  becomes liable
                  by reason of any judgment in such action;

                           (iii)  Reasonable   costs  and  expenses,   including
                  reasonable  attorneys' fees,  actually paid or incurred in any
                  action to enforce his rights under this section, if the person
                  attains  a  final  judgment in  favor of  such person  in such
                  enforcement action.

                  (b)  Indemnification provided for in subparagraph (a) shall be
                  made to such officer  or director only if the  requirements of
                  this subsection are met:

                           (i)  The   savings   association   shall   make   the
                  indemnification  provided by  subparagraph  (a) in  connection
                  with any such action which results in a final  judgment on the
                  merits in favor of such
                  officer or director.

                           (ii)  The   savings   association   shall   make  the
                  indemnification  provided  by  subparagraph  (a)  in  case  of
                  settlement  of  such  action,   final  judgment  against  such
                  director  or  officer  or  final  judgment  in  favor  of such
                  director  or  officer  other  than  on the  merits  except  in
                  relation  to  matters as to which he shall be  adjudged  to be
                  liable for  negligence  or misconduct  in the  performance  of
                  duty,  only if a  majority  of the  directors  of the  savings
                  association  determines  that such a director  or officer  was
                  acting in good faith within what he was reasonably entitled to
                  believe  under  the   circumstances   was  the  scope  of  his
                  employment  or  authority  and  for a  purpose  which  he  was
                  reasonably  entitled to believe under the circumstances was in
                  the best interest of the savings association or its members.

                  (c)      As used in this paragraph:

                           (i) "Action" means any action, suit or other judicial
                  or  administrative   proceeding,   or  threatened  proceeding,
                  whether civil, criminal, or otherwise, including any appeal or
                  other proceeding for review;

                           (ii) "Court" includes,  without limitation, any court
                  to which  or in which any appeal  or any proceeding for review
                  is brought;

                           (iii) "Final Judgment" means a judgment,  decree,  or
                  order  which is  appealable  and as to which  the  period  for
                  appeal has expired and no appeal has been taken;

                                        4
(iv)   "Settlement"  includes the entry of a judgment
                  by consent  or  by confession  or upon a plea of  guilty or of
                  nolo contendere.

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  List of Exhibits
Regulation S-K                                                                  Reference to Prior Filing or
Exhibit Number                      Document                                    Exhibit No. Attached Hereto
--------------                      --------                                    ---------------------------
4               Specimen form of common stock certificate
                     of Liberty Bancorp, Inc.                                                  *

     5               Opinion of Luse Lehman Gorman Pomerenk                          Attached as Exhibit 5
                     & Schick, P.C.

   10.1              Liberty Bancorp, Inc. 1999 Stock Option Plan                             **

    10.2             Liberty Bank 1999 Recognition and Retention Plan              Attached as Exhibit 10.2

   23.1              Consent of Luse Lehman Gorman Pomerenk                         Contained in Exhibit 5
                     & Schick, P.C.

   23.2              Consent of Radics & Co., LLC                                  Attached as Exhibit 23.2

    24               Power of Attorney                                            Contained on Signature Page
---------------
*    Filed as exhibits to the Registrant's  Registration  Statement on Form SB-2
     (File No.  333-48003)  filed with the Commission on March 16, 1998 pursuant
     to Section 5 of the Securities  Act of 1933 and all  amendments  thereto or
     reports  filed for the purpose of updating  such  description.  All of such
     previously filed documents are hereby  incorporated  herein by reference in
     accordance with Item 601 of Regulation S-K.

**   Filed as  exhibits  to the  Registrant's  Proxy  Statement  relating to the
     Registrant's  February 3, 1999 annual meeting of  stockholders,  filed with
     the  Commission  on December  29,  1998,  which is  incorporated  herein by
     reference.

Item 9.  Undertakings

          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  to  include  any
material  information with respect to the Registration  Statement not previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information 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;

                                        5
3. To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the Stock Option Plan and the Recognition and Retention Plan; and

          4.  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  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.

          5.  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
EXHIBIT INDEX

Exhibit Number                      Description
--------------                      -----------

         5                 Opinion of Luse Lehman  Gorman  Pomerenk & Schick,  A
                           Professional  Corporation  as to the  legality of the
                           Common Stock registered hereby.

         10.2              Liberty Bank 1999 Recognition and Retention Plan

         23.1              Consent of Luse Lehman Gorman Pomerenk & Schick,
                           A Professional  Corporation (contained in the opinion
                           included as Exhibit 5)

         23.2              Consent of Radics & Co., LLC

                                        7
SIGNATURES

     The Registrant. 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 Avenel, State of New Jersey, on this 31st day of
January, 2000.

                        Liberty Bancorp, Inc.

                        By:      /s/ John R. Bowen
                                 -----------------------------------------------
                                 John R. Bowen
                                 Chairman, President and Chief Executive Officer
                                 (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Liberty  Bancorp,  Inc. (the
"Company") hereby severally constitute and appoint John R. Bowen as our true and
lawful  attorney  and  agent,  to do any  and all  things  in our  names  in the
capacities  indicated  below  which  said John R.  Bowen may deem  necessary  or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission, in connection with the registration statement on Form S-8, including
specifically,  but not limited  to,  power and  authority  to sign for us in our
names in the capacities  indicated below the registration  statement and any and
all amendments  (including  post-effective  amendments)  thereto;  and we hereby
approve,  ratify and confirm all that said John R. Bowen shall do or cause to be
done by virtue thereof.

     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.

By:    /s/ John R. Bowen                  By:    /s/ Michael J. Widmer
       -----------------------------             -------------------------------
       John R. Bowen                             Michael J. Widmer
       Chairman, President                       Executive Vice President, Chief
          and Chief Executive Officer            Financial Officer and Director
       (Principal Executive Officer)             (Principal Financial and
                                                 Accounting Officer)

Date:  January 31, 2000                   Date:  January 31, 2000

By:    /s/ Dr. Neil R. Bryson             By:    /s/ Anthony V. Caruso
       -----------------------------             -------------------------------
       Dr. Neil R. Bryson                        Anthony V. Caruso
       Director                                  Director

Date:  January 31, 2000                   Date:  January 31, 2000

By:    /s/ John W. Fox                    By:    /s/ John C. Marsh
       -----------------------------             -------------------------------
       John W. Fox                               John C. Marsh
       Director                                  Director

Date:  January 31, 2000                   Date:  January 31, 2000

By:    /s/ Paul J. McGovern               By:    /s/ Nelson L. Taylor, Jr.
       -----------------------------             -------------------------------
       Paul J. McGovern                          Nelson L. Taylor, Jr.
       Director                                  Director

Date:  January 31, 2000                   Date: January 31, 2000
EXHIBIT 5

              OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]

January 31, 2000                                                  (202) 274-2000

Board of Directors
Liberty Bancorp, Inc.
1410 St. Georges Avenue
Avenel, NJ 07001

                   Re:      Liberty Bancorp, Inc.
                            Registration Statement on Form S-8
                            ----------------------------------

Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection  with the offer and sale of Liberty  Bancorp,  Inc.  (the  "Company")
common stock,  par value $1.00 per share (the "Common  Stock"),  pursuant to the
Liberty  Bancorp,  Inc.  1999  Stock  Option  Plan  and the  Liberty  Bank  1999
Recognition  and Retention  Plan (the  "Plans").  We have reviewed the Company's
Charter,  Registration  Statement  on Form  S-8  (the  "Form  S-8"),  as well as
applicable statutes and regulations governing the Company and the offer and sale
of the Common Stock.

     Based on the foregoing, we are of the following opinion:

     Upon the  effectiveness  of the Form S-8,  the Common  Stock,  when sold in
     connection with the exercise of options granted pursuant to the Plans, will
     be legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                      Very truly yours,

                                      /s/ LUSE LEHMAN GORMAN POMERENK & SCHICK
                                      ------------------------------------------
                                      LUSE LEHMAN GORMAN POMERENK & SCHICK
                                      A Professional Corporation
EXHIBIT 10.2

                LIBERTY BANK 1999 RECOGNITION AND RETENTION PLAN
LIBERTY BANK

                       1999 RECOGNITION AND RETENTION PLAN

1.       Establishment of the Plan; Creation of Separate Trust

     (a) Liberty  Bank (the  "Bank")  hereby  adopts and amends the Liberty Bank
1999  Recognition  and Retention Plan (the "Plan") upon the terms and conditions
hereinafter  stated in the Plan. The Plan was formerly known as Liberty Bancorp,
Inc. 1999 Recognition and Retention Plan.

     (b) A separate trust or trusts has been  established to purchase  shares of
the Common Stock that will be awarded  hereunder (the  "Trust").  If a Recipient
hereunder  fails to satisfy the  conditions  of the Plan and forfeits all or any
portion of the Common Stock awarded to him or her, such forfeited shares will be
returned to said Trust.

2.       Purpose of the Plan

     The purpose of the Plan is to advance the interests of the Bank and Liberty
Bancorp,  Inc. (the  "Company") and the Company's  stockholders by providing Key
Employees and Outside  Directors of the Bank and its  Affiliates,  including the
Company,  upon whose judgment,  initiative and efforts the successful conduct of
the business of the Bank and its Affiliates  largely depends,  with compensation
for  their  contributions  to the  Bank  and its  Affiliates  and an  additional
incentive  to  perform  in a superior  manner,  as well as to attract  people of
experience and ability.

3.       Definitions

     The  following  words and  phrases  when used in this Plan with an  initial
capital letter,  unless the context clearly indicates otherwise,  shall have the
meanings set forth below.  Wherever  appropriate,  the  masculine  pronoun shall
include the feminine pronoun and the singular shall include the plural:

     "Affiliate" means any "parent  corporation" or "subsidiary  corporation" of
the Bank, as such terms are defined in Section 424(e) and (f), respectively,  of
the Code, or a successor to a parent corporation or subsidiary corporation.

     "Award" means the grant by the Committee of Restricted  Stock,  as provided
in the Plan.

     "Bank" means Liberty Bank, or a successor corporation.

     "Beneficiary"  means the person or persons  designated  by a  Recipient  to
receive any  benefits  payable  under the Plan in the event of such  Recipient's
death.  Such person or persons shall be designated in writing on forms  provided
for this  purpose  by the  Committee  and may be  changed  from  time to time by
similar  written  notice  to  the  Committee.   In  the  absence  of  a  written
designation,  the Beneficiary shall be the Recipient's surviving spouse, if any,
or if none, his estate.

     "Board" or "Board of Directors" means the Board of Directors of the Bank or
an Affiliate, as applicable.

     "Cause"  means  personal  dishonesty,  willful  misconduct,  any  breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  or the willful  violation of any law,  rule or  regulation  (other than
traffic violations or similar offenses) or a final  cease-and-desist  order, any
of which results in a material loss to the Company or an Affiliate.

     "Change in Control" of the Bank or the Company means a change in control of
a nature that:  (i) would be required to be reported in response to Item 1(a) of
the  current  report on Form 8-K, as in effect on the date  hereof,  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");
or (ii)  results in a Change in Control  of the Bank or the  Company  within the
meaning of the Home Owners Loan Act, as amended  ("HOLA"),  and applicable rules
and regulations promulgated  thereunder,  as in effect at the time of the Change
in Control; or (iii) without limitation such a Change in Control shall be deemed
to have  occurred  at such  time as (a)  any  "person"  (as the  term is used in
Sections  13(d) and 14(d) of the  Exchange  Act) is or becomes  the  "beneficial
owner"  (as  defined  in  Rule  13d-3  under  the  Exchange  Act),  directly  or
indirectly,  of  securities  of the  Company  representing  25% or  more  of the
combined  voting power of the Company's  outstanding  securities  except for any
securities  purchased by the Bank's  employee stock  ownership plan or trust; or
(b)  individuals  who  constitute  the Board on the date hereof (the  "Incumbent
Board") cease
for any reason to  constitute  at least a majority  thereof,  provided  that any
person  becoming a director  subsequent  to the date hereof  whose  election was
approved by a vote of at least  three-quarters  of the directors  comprising the
Incumbent Board, or whose nomination for election by the Company's  stockholders
was approved by the same Nominating  Committee serving under an Incumbent Board,
shall be, for purposes of this clause (b), considered as though he were a member
of the Incumbent Board; or (c) a plan of reorganization,  merger, consolidation,
sale  of  all  or  substantially  all  the  assets  of the  Company  or  similar
transaction in which the Company is not the surviving institution occurs; or (d)
a proxy  statement  soliciting  proxies from  stockholders  of the  Company,  by
someone other than the current  management of the Company,  seeking  stockholder
approval of a plan of reorganization,  merger or consolidation of the Company or
similar  transaction  with one or more  corporations  as a result  of which  the
outstanding shares of the class of securities then subject to the Plan are to be
exchanged for or converted into cash or property or securities not issued by the
Company;  or (e) a tender offer is made for 25% or more of the voting securities
of the Company and the shareholders owning beneficially or of record 25% or more
of the  outstanding  securities  of the Company have tendered or offered to sell
their shares  pursuant to such tender offer and such  tendered  shares have been
accepted by the tender offeror.

Notwithstanding,  the  foregoing,  a "Change in Control"  shall not be deemed to
have  occurred in the event of a  conversion  of the  Company's  mutual  holding
company to stock form or in connection with any reorganization or action used to
effect such conversion.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Committee"  means a committee  of the Board of the Company  consisting  of
either (i) at least two Non-  Employee  Directors  of the  Company,  or (ii) the
entire Board of the Company.

     "Common  Stock" means shares of the common stock of the Company,  par value
$1.00 per share.

     "Company"  means Liberty  Bancorp,  Inc., the stock holding  company of the
Bank, or a successor corporation.

     "Continuous  Service" means  employment as a Key Employee and/or service as
an Outside  Director  without any interruption or termination of such employment
and/or service. Continuous Service shall also mean a continuation as a member of
the Board of Directors following a cessation of employment as a Key Employee. In
the case of a Key Employee,  employment  shall not be considered  interrupted in
the case of sick leave, military leave or any other leave of absence approved by
the Bank or in the case of transfers  between  payroll  locations of the Bank or
between the Bank, its parent, its subsidiaries or its successor.

     "Director" means a member of the Board.

     "Disability" means the permanent and total inability by reason of mental or
physical  infirmity,  or both,  of an employee  to perform the work  customarily
assigned to him, or of a Director to serve as such. Additionally, in the case of
an employee,  a medical doctor selected or approved by the Board must advise the
Committee that it is either not possible to determine when such  Disability will
terminate or that it appears  probable  that such  Disability  will be permanent
during the remainder of such employee's lifetime.

     "Effective  Date"  means  the date of,  or a date  determined  by the Board
following, approval of the Plan by the Company's stockholders.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended.

     "Key Employee" means any person who is currently employed by the Bank or an
Affiliate who is chosen by the Committee to participate in the Plan.

     "Non-Employee Director" means, for purposes of the Plan, a Director who (a)
is  not  employed  by  the  Company  or  an  Affiliate;  (b)  does  not  receive
compensation  directly or indirectly as a consultant  (or in any other  capacity
than as a Director)  greater  than  $60,000;  (c) does not have an interest in a
transaction  requiring disclosure under Item 404(a) of Regulation S-K; or (d) is
not engaged in a business  relationship  for which  disclosure would be required
pursuant to Item 404(b) of Regulation S-K.

                                        2
"Normal  Retirement" means for a Key Employee,  retirement at the normal or
early  retirement date set forth in the Bank's Employee Stock Ownership Plan, or
any successor plan.  Normal Retirement for an Outside Director means a cessation
of  service on the Board of  Directors  for any reason  other than  removal  for
Cause,  after  reaching  60  years of age and  maintaining  at least 10 years of
Continuous Service.

     "OTS" means the Office of Thrift Supervision.

     "Outside  Director" means a Director of the Bank or an Affiliate who is not
an employee of the Company or an Affiliate.

     "Recipient"  means a Key  Employee  or Outside  Director of the Bank or its
Affiliates who receives or has received an Award under the Plan.

     "Restricted  Period" means the period of time selected by the Committee for
the purpose of determining when  restrictions are in effect under Section 6 with
respect to Restricted Stock awarded under the Plan.

     "Restricted Stock" means shares of Common Stock that have been contingently
awarded to a Recipient by the Committee subject to the restrictions  referred to
in Section 6, so long as such restrictions are in effect.

4.       Administration of the Plan.

     (a) Role of the Committee.  The Plan shall be administered  and interpreted
by the  Committee,  which  shall have all of the powers  allocated  to it in the
Plan, subject to OTS regulations and policy. The interpretation and construction
by the Committee of any provisions of the Plan or of any Award granted hereunder
shall be final and binding.  The Committee  shall act by vote or written consent
of a majority of its members.  Subject to the express provisions and limitations
of the Plan and subject to OTS regulations  and policy,  the Committee may adopt
such  rules  and  procedures  as it deems  appropriate  for the  conduct  of its
affairs.  The Committee  shall report its actions and decisions  with respect to
the Plan to the Board at appropriate  times,  but in no event less than one time
per calendar year.

     (b) Role of the Board.  The members of the Committee  shall be appointed or
approved by, and will serve at the pleasure of, the Board of the Bank.  The Bank
Board  may in its  discretion  from time to time  remove  members  from,  or add
members to, the Committee. The Board of the Company shall have all of the powers
allocated  to it in the Plan,  may take any action  under or with respect to the
Plan that the Committee is  authorized to take,  and may reverse or override any
action  taken or decision  made by the  Committee  under or with  respect to the
Plan, provided,  however, that except as provided in Section 6(b), the Board may
not revoke any Award except in the event of revocation for Cause or with respect
to unearned Awards in the event the Recipient of an Award voluntarily terminates
employment with the Bank prior to Normal Retirement.

     (c) Plan Administration  Restrictions.  All transactions involving a grant,
award or other acquisitions from the Company shall:

               (i)  be approved by the Company's full Board or by the Committee;

               (ii) be approved,  or ratified,  in compliance with Section 14 of
                    the Exchange  Act, by either:  the  affirmative  vote of the
                    holders of a majority of the shares present,  or represented
                    and  entitled to vote at a meeting  duly held in  accordance
                    with the laws under  which the Company is  incorporated;  or
                    the  written  consent of the  holders  of a majority  of the
                    securities of the issuer entitled to vote provided that such
                    ratification  occurs  no  later  than  the  date of the next
                    annual meeting of shareholders; or

               (iii)result in the  acquisition  of Common  Stock that is held by
                    the Recipient for a period of six months  following the date
                    of such acquisition.

     (d) Limitation on Liability.  No member of the Board or the Committee shall
be liable for any  determination  made in good faith with respect to the Plan or
any  Awards  granted  under it. If a member of the Board or the  Committee  is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or

                                        3
proceeding, whether civil, criminal,  administrative or investigative, by reason
of anything  done or not done by him in such  capacity  under or with respect to
the Plan, the Bank or the Company shall  indemnify  such member against  expense
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in the best  interests of the Bank and the Company  and,  with respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.

5.       Eligibility; Awards

     (a)  Eligibility.  Key  Employees  and Outside  Directors  are  eligible to
receive Awards.

     (b) Awards to Key  Employees  and  Outside  Directors.  The  Committee  may
determine which of the Key Employees and Outside Directors referenced in Section
5(a) will be  granted  Awards and the  number of shares  covered by each  Award;
provided,  however,  that in no event shall any Awards be made that will violate
the Company's or the Bank's  Charter and Bylaws,  or any  applicable  federal or
state law or  regulation.  Shares of  Restricted  Stock that are  awarded by the
Committee  shall,  on the date of the Award,  be  registered  in the name of the
Recipient and  transferred  to the Recipient,  in accordance  with the terms and
conditions established under the Plan. The aggregate number of shares that shall
be issued under the Plan is 73,345,  subject to adjustment  in  accordance  with
Section 7 of the Plan.

     In the event Restricted  Stock is forfeited for any reason,  the Committee,
from  time to  time,  may  determine  which  of the Key  Employees  and  Outside
Directors  will be  granted  additional  Awards  to be  awarded  from  forfeited
Restricted Stock.

     In selecting those Key Employees and Outside  Directors to whom Awards will
be granted  and the amount of  Restricted  Stock  covered  by such  Awards,  the
Committee  shall consider such factors as it deems  relevant,  which factors may
include,  among others, the position and  responsibilities  of the Key Employees
and Outside  Directors,  the length and value of their  services to the Bank and
its Affiliates,  the compensation  paid to the Key Employees or fees paid to the
Outside Directors,  and the Committee may request the written  recommendation of
the Chief Executive Officer and other senior executive officers of the Bank, the
Company  and  its  Affiliates  or the  recommendation  of the  full  Board.  All
allocations  by the  Committee  shall be  subject  to review,  and  approval  or
rejection, by the Board.

     No  Restricted  Stock  shall  be  earned  unless  the  Recipient  maintains
Continuous Service with the Bank or an Affiliate until the restrictions lapse.

     (c) Manner of Award. As promptly as practicable  after a  determination  is
made pursuant to Section 5(b) to grant an Award,  the Committee shall notify the
Recipient  in  writing  of the  grant of the  Award,  the  number  of  shares of
Restricted  Stock covered by the Award,  and the terms upon which the Restricted
Stock  subject  to the Award may be  earned.  Upon  notification  of an Award of
Restricted  Stock,  the  Recipient  shall  execute  and return to the  Company a
restricted stock agreement (the "Restricted Stock Agreement")  setting forth the
terms and conditions under which the Recipient shall earn the Restricted  Stock,
together with a stock power or stock powers endorsed in blank.  Thereafter,  the
Recipient's  Restricted  Stock and stock power shall be deposited with an escrow
agent specified by the Company  ("Escrow  Agent") who shall hold such Restricted
Stock  under  the  terms  and  conditions  set  forth  in the  Restricted  Stock
Agreement.  Each  certificate  in respect of shares of Restricted  Stock Awarded
under the Plan shall be registered in the name of the Recipient.

     (d) Treatment of Forfeited  Shares. In the event shares of Restricted Stock
are  forfeited by a Recipient,  such shares shall be returned to the Company and
shall be held and  accounted  for  pursuant  to the terms of the Plan until such
time as the Restricted Stock is re-awarded to another  Recipient,  in accordance
with the terms of the Plan and the applicable  state and federal laws, rules and
regulations.

6.       Terms and Conditions of Restricted Stock

     The  Committee  shall  have full and  complete  authority,  subject  to the
limitations  of the Plan, to grant awards of  Restricted  Stock to Key Employees
and Outside Directors and, in addition to the terms and conditions  contained in
Sections 6(a) through 6(h),  to provide such other terms and  conditions  (which
need not be  identical  among  Recipients)  in respect of such  Awards,  and the
vesting thereof, as the Committee shall determine.

                                        4
(a) General Rules.  Unless the Committee  shall  specifically  state to the
contrary at the time an Award is granted,  Restricted Stock shall be earned by a
Recipient at the rate of 20% of the initially awarded amount per year commencing
with the first  installment being earned on the first anniversary of the Date of
Grant and succeeding  installments being earned on the following  anniversaries,
provided that such Recipient maintains  Continuous Service.  Subject to any such
other terms and  conditions  as the  Committee  shall  provide  with  respect to
Awards,  shares  of  Restricted  Stock  may not be sold,  assigned,  transferred
(within the meaning of Code Section 83), pledged or otherwise  encumbered by the
Recipient,  except as hereinafter  provided,  during the Restricted  Period. The
Committee shall have the authority, in its discretion, to accelerate the time at
which any or all of the  restrictions  shall lapse with  respect to a Restricted
Stock Award, or to remove any or all of such restrictions.

     (b) Continuous Service; Forfeiture.  Except as provided in Section 6(c), if
a Recipient  ceases to maintain  Continuous  Service for any reason  (other than
death or Disability), unless the Committee shall otherwise determine, all shares
of Restricted Stock theretofore  awarded to such Recipient and which at the time
of such  termination  of  Continuous  Service  are  subject to the  restrictions
imposed by Section 6(a) shall upon such  termination  of  Continuous  Service be
forfeited.   Any  stock   dividends  or  declared  but  unpaid  cash   dividends
attributable to such shares of Restricted Stock shall also be forfeited.

     (c) Exception for Termination  Due to Death or Disability.  Notwithstanding
the general  rule  contained  in Section  6(a),  Restricted  Stock  awarded to a
Recipient whose employment with the Bank or an Affiliate or service on the Board
terminates  due  to  death  or  Disability  shall  be  deemed  earned  as of the
Recipient's last day of employment with the Bank or an Affiliate, or last day of
service on the Board of the Company or an Affiliate;  provided  that  Restricted
Stock awarded to a Key Employee who at any time also serves as a Director, shall
not be deemed earned until both  employment  and service as a Director have been
terminated.

     (d)  Revocation  for Cause.  Notwithstanding  anything  hereinafter  to the
contrary,  the Board may by resolution immediately revoke, rescind and terminate
any Award, or portion thereof,  previously awarded under the Plan, to the extent
Restricted  Stock has not been redelivered by the Escrow Agent to the Recipient,
whether or not yet earned,  in the case of a Key Employee  whose  employment  is
terminated by the Bank or an Affiliate or an Outside  Director  whose service is
terminated  by the Bank or an  Affiliate  for Cause or who is  discovered  after
termination  of  employment  or service on the Board to have  engaged in conduct
that would have justified termination for Cause.

     (e)  Restricted  Stock  Legend.  Each  certificate  in respect of shares of
Restricted  Stock  awarded under the Plan shall be registered in the name of the
Recipient and deposited by the  Recipient,  together with a stock power endorsed
in blank,  with the  Escrow  Agent and shall bear the  following  (or a similar)
legend:

          "The  transferability  of this  certificate  and the  shares  of stock
          represented hereby are subject to the terms and conditions  (including
          forfeiture)  contained  in  the  Liberty  Bank  1999  Recognition  and
          Retention Plan.  Copies of such Plan are on file in the offices of the
          Secretary of Liberty Bank, 1410 St. George Avenue,  Avenel, New Jersey
          07001."

     (f) Payment of  Dividends  and Return of  Capital.  After an Award has been
granted but before such Award has been earned,  the Recipient  shall receive any
cash dividends paid with respect to such shares,  or shall share in any pro-rata
return of capital to all  shareholders  with respect to the Common Stock.  Stock
dividends  declared  by the  Company  and paid on Awards  that have not yet been
earned shall be subject to the same restrictions as the Restricted Stock and the
certificate(s) or other instruments representing or evidencing such shares shall
be legended in the manner provided in Section 6(e) and shall be delivered to the
Escrow Agent for  distribution  to the Recipient when the Restricted  Stock upon
which such  dividends  were paid are earned.  Unless the  Recipient  has made an
election  under  Section 83(b) of the Code,  cash  dividends or other amounts so
paid on shares that have not yet been earned by the  Recipient  shall be treated
as  compensation  income to the Recipient  when paid. If dividends are paid with
respect to shares of  Restricted  Stock under the Plan that have been  forfeited
and  returned  to the  Company  or to a trust  established  to hold  issued  and
unawarded  or  forfeited  shares,  the  Committee  can  determine  to award such
dividends to any Recipient or Recipients  under the Plan, to any other  employee
or  director of the Company or the Bank,  or can return  such  dividends  to the
Company.

                                        5
(g)  Voting of  Restricted  Shares.  After an Award has been  granted,  the
Recipient as conditional  owner of the Restricted  Stock shall have the right to
vote such shares.

     (h)  Delivery  of Earned  Shares.  At the  expiration  of the  restrictions
imposed by Section 6(a),  the Escrow Agent shall  redeliver to the Recipient (or
where the  relevant  provision of Section 6(b) applies in the case of a deceased
Recipient,  to his Beneficiary) the certificate(s) and any remaining stock power
deposited  with it pursuant to Section 5(c) and the shares  represented  by such
certificate(s) shall be free of the restrictions referred to Section 6(a).

7.       Adjustments upon Changes in Capitalization

     In the event of any  change in the  outstanding  shares  subsequent  to the
Effective Date by reason of any reorganization,  recapitalization,  stock split,
stock dividend,  combination or exchange of shares, or any merger, consolidation
or any  change in the  corporate  structure  or shares of the  Company,  without
receipt or payment of consideration by the Company, the maximum aggregate number
and class of shares as to which  Awards may be  granted  under the Plan shall be
appropriately   adjusted  by  the  Committee,   whose   determination  shall  be
conclusive. Any shares of stock or other securities received, as a result of any
of the  foregoing,  by a Recipient  with  respect to  Restricted  Stock shall be
subject to the same  restrictions and the  certificate(s)  or other  instruments
representing  or  evidencing  such shares or  securities  shall be legended  and
deposited with the Escrow Agent in the manner provided in Section 6(e).

8.       Assignments and Transfers

     No Award nor any right or  interest  of a  Recipient  under the Plan in any
instrument  evidencing  any Award under the Plan may be assigned,  encumbered or
transferred  (within the meaning of Code Section 83) except, in the event of the
death of a Recipient, by will or the laws of descent and distribution until such
Award is earned.

9.       Key Employee Rights under the Plan

     No Key  Employee  shall have a right to be  selected  as a  Recipient  nor,
having been so selected, to be selected again as a Recipient and no Key Employee
or other  person  shall have any claim or right to be granted an Award under the
Plan or under any other  incentive or similar plan of the Bank or any Affiliate.
Neither the Plan nor any action  taken  thereunder  shall be construed as giving
any Key  Employee  any  right to be  retained  in the  employ of the Bank or any
Affiliate.

10.      Outside Director Rights under the Plan

     Neither the Plan nor any action  taken  thereunder  shall be  construed  as
giving any Outside  Director any right to be retained in the service of the Bank
or any Affiliate.

11.      Withholding Tax

     Upon the termination of the Restricted Period with respect to any shares of
Restricted  Stock (or at any such  earlier  time that an election is made by the
Recipient under Section 83(b) of the Code, or any successor  provision  thereto,
to include the value of such shares in taxable income),  the Bank or the Company
shall have the right to require the  Recipient  or other person  receiving  such
shares to pay the Bank or the Company the minimum amount of any federal or state
taxes,  including payroll taxes, that are applicable to such supplemental income
and that the Bank or the Company is required  to withhold  with  respect to such
shares,  or, in lieu  thereof,  to retain or sell without  notice,  a sufficient
number of shares  held by it to cover the amount  required to be  withheld.  The
Bank or the Company shall have the right to deduct from all dividends  paid with
respect to shares of Restricted  Stock the amount of any taxes which the Bank or
the Company is required to withhold with respect to such dividend payments.

12.      Amendment or Termination

     The  Board of the Bank may  amend,  suspend  or  terminate  the Plan or any
portion  thereof at any time subject to OTS  regulations  and policy,  provided,
however,  that no such  amendment,  suspension or  termination  shall impair the
rights of any  Recipient,  without his consent,  in any Award  theretofore  made
pursuant  to  the  Plan.  Any  amendment  or  modification  of  the  Plan  or an
outstanding Award under the Plan,  including but not limited to the acceleration
of vesting

                                        6
of an  outstanding  Award for  reasons  other  than  death,  Disability,  Normal
Retirement or  termination  following a Change in Control,  shall be approved by
the Committee, or the full Board of the Company.

13.      Governing Law

     The Plan shall be governed by the laws of the State of New Jersey.

14.      Term of Plan

     The Plan initially became effective on February 3, 1999, which was the date
of approval of the Plan by the  Company's  stockholders.  This  amendment to the
Plan shall be effective on the date set forth below.  The Plan shall continue in
effect until the earlier of (i) ten years from the Effective  Date unless sooner
terminated  under  Section  12  hereof,  or (ii) the date on which all shares of
Common Stock  available for award  hereunder,  have vested in the  Recipients of
such Awards.

         IN WITNESS WHEREOF, the Bank has caused the amended Plan to be executed
by its duly  authorized  officers and the corporate  seal to be affixed and duly
attested, as of the ____ day of ______________, _________.

Date Approved by Shareholders:      __________

Initial Effective Date:             __________

Effective Date of Amendment         __________

ATTEST:                                         LIBERTY BANK

                                                By:  ___________________________
Secretary

                                        7
EXHIBIT 23.2

                          CONSENT OF RADICS & CO., LLC
INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

The Board of Directors
Liberty Bancorp, Inc.

We consent to incorporation  by reference in the registration  statement on Form
S-8 of Liberty  Bancorp,  Inc. of our report dated February 12, 1999 relating to
the consolidated  statements of financial condition of Liberty Bancorp, Inc. and
Subsidiaries  as of  December  31, 1998 and 1997,  and the related  consolidated
statements of income,  comprehensive income, changes in stockholders' equity and
cash flows for each of the years in the two-year period ended December 31, 1998,
together will related notes.

                                       /s/ Radics & Co., LLC

Radics & Co., LLC
Pine Brook, New Jersey
January 31, 2000