<PAGE>

As filed with the Securities and Exchange Commission on August 14, 2006
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

             MISSOURI                                    20-4447023
  (State or other jurisdiction of             (IRS Employer Identification No.)
  incorporation or organization)

                             16 WEST FRANKLIN STREET
                          LIBERTY, MISSOURI 64068-1637
                                 (816) 781-4822
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                              LIBERTY BANCORP, INC.
              2003 INCENTIVE EQUITY AND DEFERRED COMPENSATION PLAN,
                             AS AMENDED AND RESTATED
                            (Full Title of the Plan)
                      ------------------------------------
                                                   COPIES TO:
BRENT M. GILES
PRESIDENT AND CHIEF EXECUTIVE OFFICER              JOEL E. RAPPOPORT
LIBERTY BANCORP, INC.                              THOMAS P. HUTTON
16 WEST FRANKLIN STREET                            MULDOON MURPHY & AGUGGIA LLP
LIBERTY, MISSOURI  64068-1637                      5101 WISCONSIN AVENUE, N.W.
(816) 781-4822                                     WASHINGTON, D.C.  20016
(Name, address, including zip code, and telephone  (202) 362-0840
number, including area code, of agent for service)
<TABLE>
<CAPTION>
====================================================================================================================
    Title of each Class of            Amount          Proposed Maximum       Proposed Maximum         Amount of
       Securities to be               to be          Offering Price Per     Aggregate Offering    Registration Fee
          Registered              Registered(1)           Share(3)               Price(4)
--------------------------------------------------------------------------------------------------------------------
        <S>                     <C>                      <C>                    <C>                     <C>
         Common Stock
        $.01 par Value          234,957 Shares (2)       $  10.12               $2,377,765              $255
====================================================================================================================
</TABLE>
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares to be issued pursuant to the
     Liberty Bancorp, Inc. 2003 Incentive Equity and Deferred Compensation Plan,
     as amended and restated (the "Plan") as the result of a stock split, stock
     dividend or similar adjustment of the outstanding common stock of Liberty
     Bancorp, Inc., as permitted by Rule 416(a) under the Securities Act of
     1933, as amended (the "Securities Act").
(2)  Represents the shares which may be issued as stock awards or upon the
     exercise of options to purchase shares of Liberty Bancorp, Inc. common
     stock granted or to be granted under the Plan.
(3)  The average exercise price of $10.12 per share (as adjusted) at which
     options for 234,957 shares (as adjusted) have been granted under the Plan.
(4)  Estimated solely for the purpose of calculating the registration fee.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.


<PAGE>


LIBERTY BANCORP, INC.

PART I   INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents containing the information for the Liberty Bancorp,
Inc. 2003 Incentive Equity and Deferred Compensation Plan, as amended and
restated (the "Plan") required by Part I of the Registration Statement will be
sent or given to the participants in the Plan as specified by Rule 428(b)(1).
Such documents are not filed with the Securities and Exchange Commission (the
"SEC") either as a part of this Registration Statement or as a prospectus or
prospectus supplement pursuant to Rule 424 in reliance on Rule 428. Such
documents and the information incorporated by reference pursuant to Item 3 of
Part II of this Registration Statement constitute the prospectus for the
Registration Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed or to be filed with the SEC by Liberty Bancorp,
Inc. (the "Registrant") are incorporated by reference in this Registration
Statement:

         (a) The Prospectus filed with the SEC by the Registrant (File No.
333-133849), pursuant to 424(b)(3) on May 25, 2006 and supplemented on June 29,
2006, which includes the balance sheets of Liberty Savings Bank as of September
30, 2005 and 2004 and the related statements of earnings, comprehensive
earnings, stockholder's equity and cash flows for each of the years in the
period ended September 30, 2005, together with related notes and report of
Michael Trokey & Company, P.C., independent registered public accounting firm,
dated November 16, 2005 (except as to Note 17 which is dated December 21, 2005).

         (b) The Form 10-Q report filed by the Registrant for the fiscal quarter
ended June 30, 2006 (File No. 000-51992), filed with the SEC on August 11, 2006.

         (c) Current Reports on Form 8-K filed by the Registrant with the SEC on
June 29, July 7, July 21 and July 26, 2006 (in each case other than those
portions furnished under Item 2.02, 7.01 or 9.01 of Form 8-K).

         (d) The description of the Registrant's common stock contained in
Registrant's Form 8-A12G (File No. 000-51992), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
rule 12b-15 promulgated thereunder, on May 10, 2006.

         (e) All documents filed by the Registrant and the Plan, where
applicable, pursuant to Section 13(a) and (c), 14 or 15(d) of the Exchange Act
(other than Items 2.02, 7.01 and 9.01 filed under a Form 8-K) after the date
hereof and prior to the filing of a post-effective amendment which deregisters
all securities then remaining unsold.

         ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT
TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY
FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN, 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.


                                       2

<PAGE>


ITEM 4.  DESCRIPTION OF SECURITIES

The Common Stock to be offered pursuant to the Plan has been registered pursuant
to Section 12(b) of the Exchange Act. Accordingly, a description of the Common
Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

The validity of the Common Stock offered hereby has been passed upon for the
Registrant by the firm of Muldoon Murphy & Aguggia LLP, Washington, D.C.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

         Article IX of the Liberty Bancorp, Inc. (the "Corporation") Articles of
Incorporation provides:

         9.1      The Corporation shall and does hereby indemnify any person who
                  is or was a director or executive officer of the Corporation
                  or any subsidiary against any and all expenses (including
                  attorneys' fees), judgments, fines and amounts paid in
                  settlement and reasonably incurred by such person in
                  connection with any threatened, pending or completed civil,
                  criminal, administrative or investigative action, suit,
                  proceeding or claim (including any action by or in the right
                  of the Corporation or a subsidiary) by reason of the fact that
                  such person is or was serving in such capacity to the fullest
                  extent permitted by the General and Business Corporation Law
                  of Missouri.

         9.2      The Corporation may, to the extent that the board of directors
                  deems appropriate and as set forth in a Bylaw or authorizing
                  resolution, indemnify any person who is or was a non-executive
                  officer, or employee or agent of the Corporation or any
                  subsidiary or who is or was serving at the request of the
                  Corporation as a director, officer, employee or agent of
                  another corporation, partnership, joint venture, trust or
                  other enterprise (including an employee benefit plan) against
                  any and all expenses (including attorneys' fees), judgments,
                  fines and amounts paid in settlement and reasonably incurred
                  by such person in connection with any threatened, pending or
                  completed civil, criminal, administrative or investigative
                  action, suit, proceeding or claim (including an action by or
                  in the right of the Corporation or a subsidiary) by reason of
                  the fact that such person is or was serving in such capacity
                  to the fullest extent permitted by the General and Business
                  Corporation Law of Missouri.

         9.3      The Corporation may, to the extent that the board of directors
                  deems appropriate, make advances of expenses, including
                  attorneys' fees, incurred prior to the final disposition of a
                  civil, criminal, administrative or investigative action, suit,
                  proceeding or claim (including an action by or in the right of
                  the Corporation or a subsidiary) to any person to whom
                  indemnification is or may be available under this Article IX;
                  PROVIDED, HOWEVER, that prior to making any advances, the
                  Corporation shall receive a written undertaking by or on
                  behalf of such person to repay such amounts advanced in the
                  event that it shall be ultimately determined that such person
                  is not entitled to such indemnification.


                                       3

<PAGE>

         9.4      The indemnification and other rights provided by this Article
                  IX shall not be deemed exclusive of any other rights to which
                  a person to whom indemnification is or otherwise may be
                  available (under these Articles of Incorporation or the Bylaws
                  or any agreement or vote of shareholders or disinterested
                  directors or otherwise), may be entitled. The Corporation is
                  authorized to purchase and maintain insurance on behalf of the
                  Corporation or any person to whom indemnification is or may be
                  available against any liability asserted against such person
                  in, or arising out of, such person's status as director,
                  officer, employee or agent of the Corporation, any of its
                  subsidiaries or another corporation, partnership, joint
                  venture, trust or other enterprise (including an employee
                  benefit plan) which such person is serving at the request of
                  the Corporation.

         9.5      Each person to whom indemnification is granted under this
                  Article IX is entitled to rely upon the indemnification and
                  other rights granted hereby as a contract with the Corporation
                  and such person and such person's heirs, executors,
                  administrators and estate shall be entitled to enforce against
                  the Corporation all indemnification and other rights granted
                  to such person by Sections 9.1 and 9.3 and this Article IX.
                  The indemnification and other rights granted by Sections 9.1
                  and 9.3 and this Section 9.5 shall survive amendment,
                  modification or repeal of this Article IX, and no such
                  amendment, modification or repeal shall act to reduce,
                  terminate or otherwise adversely affect the rights to
                  indemnification granted hereby, with respect to any expenses,
                  judgments, fines and amounts paid in settlement incurred by a
                  person to whom indemnification is granted under this Article
                  IX with respect to an action, suit, proceeding or claim that
                  arises out of acts or omissions of such person that occurred
                  prior to the effective date of such amendment, modification or
                  repeal.

                  Any indemnification granted by the board of directors pursuant
                  this Article IX shall inure to the person to whom the
                  indemnification is granted and such person's heirs, executors,
                  administrators and estate; provided, however, that such
                  indemnification may be changed, modified or repealed, at any
                  time or from time to time, at the discretion of the board of
                  directors, and the survival of such indemnification shall be
                  in accordance with terms determined by the board of directors.

         9.6      For the purposes of this Article IX, "subsidiary" shall mean
                  any corporation, partnership, joint venture, trust or other
                  enterprise of which a majority of the voting power, equity or
                  ownership interest is directly or indirectly owned by the
                  Corporation.

         In addition, Article XIII of the Registrant's Articles of Incorporation
provides:

                  A director of the Corporation shall not be personally liable
                  to the Corporation or its shareholders for monetary damages
                  for breach of fiduciary duty as a director, except: (i) for
                  any breach of the director's duty of loyalty to the
                  Corporation or its shareholders, (ii) for acts or omissions
                  not in subjective good faith or which involve intentional
                  misconduct or a knowing violation of law, (iii) under Section
                  351.245 of the General and Business Corporation Law of

                                       4

<PAGE>

                  Missouri, or (iv) for any transaction from which a director
                  derived an improper personal benefit. If the General and
                  Business Corporation Law of Missouri is amended after the date
                  of filing of these Articles of Incorporation to further
                  eliminate or limit the personal liability of directors, then
                  the liability of a director of the Corporation shall be
                  eliminated or limited to the fullest extent permitted by the
                  General and Business Corporation Law of Missouri, as so
                  amended. Any repeal or modification of the foregoing paragraph
                  by the shareholders of the Corporation shall not adversely
                  affect any right or protection of a director of the
                  Corporation existing at the time of such repeal or
                  modification.


                  In accordance with Section 351.355 of the Missouri General and
         Business Corporation Law, a Missouri corporation may indemnify any
         person who was or is a party or is threatened to be made a party to any
         threatened, pending or completed action, suit or proceeding, whether
         civil, criminal, administrative or investigative, other than an action
         by or in the right of the corporation, by reason of the fact that he or
         she is or was a director, officer, employee or agent of the
         corporation, or is or was serving as a director, officer, employee or
         agent of another corporation, partnership, joint venture, trust or
         other enterprise, against expenses, including attorneys' fees,
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by him or her in connection with such action, suit or
         proceeding if he or she acted in good faith and in a manner he or she
         reasonably believed to be in, or not opposed to, the best interests of
         the corporation, and, with respect to any criminal action or
         proceeding, had no reasonable cause to believe his or her conduct was
         unlawful. Additionally, a Missouri corporation may similarly indemnify
         any person who was or is a party or is threatened to be made a party to
         any threatened, pending or completed action or suit by or in the right
         of the corporation to procure a judgment in its favor by reason of the
         fact that he or she is or was a director, officer, employee or agent of
         the corporation, or is or was serving as a director, officer, employee
         or agent of another corporation, partnership, joint venture, trust or
         other enterprise, if he or she acted in good faith and in a manner he
         or she reasonably believed to be in, or not opposed to, the best
         interests of the corporation; except that no indemnification shall be
         made in respect of any claim, issue or matter as to which such person
         shall have been adjudged to be liable for negligence or misconduct in
         the performance of his or her duty to the corporation unless and only
         to the extent that the court in which the action or suit was brought
         determines upon application that, despite the adjudication of liability
         and in view of all the circumstances of the case, the person is fairly
         and reasonably entitled to indemnity for such expenses which the court
         shall deem proper.

         In accordance with Office of Thrift Supervision ("OTS") regulations,
directors, officers and employees of BankLiberty (formerly known as Liberty
Savings Bank) (the "Bank") generally shall be indemnified for: (i) any amount
for which that person becomes liable under a judgment in any action brought or
threatened because that person is or was a director, officer or employee of the
Bank and (ii) reasonable costs and expenses, including attorneys' fees, paid or
incurred in defending or settling such action or in enforcing his or her rights
to indemnification. Such indemnification shall be made where final judgment on
the merits is in the person's favor, or, in case of settlement, final judgment
against the director, officer or employee or final judgment in his or her favor
other than on the merits, if a majority of the disinterested directors of the
Bank determines that he or she was acting in good faith within the scope of his
or her employment or authority as he or she could reasonably have perceived it
under the circumstances and for a purpose he or she could reasonably have
believed under the circumstances was in the best interests of the Bank. Such
indemnification may not be made if objected to by the OTS.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

                                       5

<PAGE>

ITEM 8.  EXHIBITS.

The following exhibits are filed with or incorporated by reference into this
registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

         (a)      List of Exhibits (filed herewith unless otherwise noted)

                  5        Opinion of Muldoon Murphy & Aguggia LLP
                  10.1     Liberty Bancorp, Inc. 2003 Incentive Equity and
                           Deferred Compensation Plan, as amended and restated
                  23.0     Consent of Muldoon Murphy & Aguggia LLP
                           (included in Exhibit 5)
                  23.1     Consent of Michael Trokey & Company, P.C.
                  24       Powers of Attorney (contained on the signature pages)

ITEM 9.  UNDERTAKINGS

The undersigned Registrant hereby undertakes:

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

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

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

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

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

                                       6

<PAGE>

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

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities that remain unsold at the
                  end of the Offering.

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

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.


                                       7


<PAGE>


                                   SIGNATURES

THE REGISTRANT.

Pursuant to the requirements of the Securities Act of 1933, Liberty Bancorp,
Inc. 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 Liberty, Missouri on August 14, 2006.

                             LIBERTY BANCORP, INC.


                             By: /s/ Brent M. Giles
                                 -----------------------------------------------
                                 Brent M. Giles
                                 President, Chief Executive Officer and Director


KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints Brent M. Giles and Daniel G. O'Dell as the true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments to the Form S-8 registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
respectively, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
      Name                                        Title                                  Date
      ----                                        -----                                  ----
<S>                                         <C>                                       <C>
/s/ Brent M. Giles                          President,                                August 14, 2006
---------------------------                 Chief Executive Officer and
Brent M. Giles                              Director
                                            (principal executive officer)


/s/ Marc J. Weishaar                        Senior Vice President and                 August 14, 2006
---------------------------                 Chief Financial Officer
Marc J. Weishaar                            (principal financial and
                                            accounting officer)


/s/ Daniel G. O'Dell                        Chairman of the Board                     August 14, 2006
---------------------------
Daniel G. O'Dell

                                       8

<PAGE>


/s/ Ralph W. Brant, Jr.                     Director                                  August 14, 2006
---------------------------
Ralph W. Brant, Jr.


/s/ Steven K. Havens                        Director                                  August 14, 2006
---------------------------
Steven K. Havens


/s/ Robert T. Sevier                        Director                                  August 14, 2006
---------------------------
Robert T. Sevier


/s/ Marvin J. Weishaar                      Director                                  August 14, 2006
---------------------------
Marvin J. Weishaar
</TABLE>



                                               9
<PAGE>
<TABLE>
<CAPTION>

                                                 EXHIBIT INDEX
                                                 -------------

                                                                                                                  Sequentially
                                                                                                                    Numbered
                                                                                                                      Page
   Exhibit No.       Description                      Method of Filing                                              Location
---------------      ----------------------------     ----------------------------------------------            ---------------

      <S>            <C>                              <C>
       5             Opinion of Muldoon Murphy &      Filed herewith.
                     Aguggia LLP

      10.1           Liberty Bancorp, Inc.            Filed herewith.
                     2003 Incentive Equity and
                     Deferred Compensation Plan, as
                     amended and restated

      23.1           Consent of Michael Trokey &      Filed herewith.
                     Company, P.C.

      24             Power of Attorney                Located on the signature page.


</TABLE>



                                            10
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{"company-data": {"conformed-name": "LIBERTY BANCORP INC", "cik": "0001353268", "assigned-sic": "6035", "irs-number": "000000000", "state-of-incorporation": "MO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-136607", "film-number": "061030402"}, "business-address": {"street1": "16 WEST FRANKLIN STREET", "city": "LIBERTY", "state": "MO", "zip": "64068", "phone": "(816) 781-4822"}, "mail-address": {"street1": "16 WEST FRANKLIN STREET", "city": "LIBERTY", "state": "MO", "zip": "64068"}}
As filed with the Securities and Exchange Commission on August 14, 2006
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

             MISSOURI                                    20-4447023
  (State or other jurisdiction of             (IRS Employer Identification No.)
  incorporation or organization)

                             16 WEST FRANKLIN STREET
                          LIBERTY, MISSOURI 64068-1637
                                 (816) 781-4822
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                              LIBERTY BANCORP, INC.
              2003 INCENTIVE EQUITY AND DEFERRED COMPENSATION PLAN,
                             AS AMENDED AND RESTATED
                            (Full Title of the Plan)
                      ------------------------------------
                                                   COPIES TO:
BRENT M. GILES
PRESIDENT AND CHIEF EXECUTIVE OFFICER              JOEL E. RAPPOPORT
LIBERTY BANCORP, INC.                              THOMAS P. HUTTON
16 WEST FRANKLIN STREET                            MULDOON MURPHY & AGUGGIA LLP
LIBERTY, MISSOURI  64068-1637                      5101 WISCONSIN AVENUE, N.W.
(816) 781-4822                                     WASHINGTON, D.C.  20016
(Name, address, including zip code, and telephone  (202) 362-0840
number, including area code, of agent for service)
====================================================================================================================
    Title of each Class of            Amount          Proposed Maximum       Proposed Maximum         Amount of
       Securities to be               to be          Offering Price Per     Aggregate Offering    Registration Fee
          Registered              Registered(1)           Share(3)               Price(4)
--------------------------------------------------------------------------------------------------------------------
Common Stock
        $.01 par Value          234,957 Shares (2)       $  10.12               $2,377,765              $255
====================================================================================================================
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares to be issued pursuant to the
     Liberty Bancorp, Inc. 2003 Incentive Equity and Deferred Compensation Plan,
     as amended and restated (the "Plan") as the result of a stock split, stock
     dividend or similar adjustment of the outstanding common stock of Liberty
     Bancorp, Inc., as permitted by Rule 416(a) under the Securities Act of
     1933, as amended (the "Securities Act").
(2)  Represents the shares which may be issued as stock awards or upon the
     exercise of options to purchase shares of Liberty Bancorp, Inc. common
     stock granted or to be granted under the Plan.
(3)  The average exercise price of $10.12 per share (as adjusted) at which
     options for 234,957 shares (as adjusted) have been granted under the Plan.
(4)  Estimated solely for the purpose of calculating the registration fee.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.
LIBERTY BANCORP, INC.

PART I   INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents containing the information for the Liberty Bancorp,
Inc. 2003 Incentive Equity and Deferred Compensation Plan, as amended and
restated (the "Plan") required by Part I of the Registration Statement will be
sent or given to the participants in the Plan as specified by Rule 428(b)(1).
Such documents are not filed with the Securities and Exchange Commission (the
"SEC") either as a part of this Registration Statement or as a prospectus or
prospectus supplement pursuant to Rule 424 in reliance on Rule 428. Such
documents and the information incorporated by reference pursuant to Item 3 of
Part II of this Registration Statement constitute the prospectus for the
Registration Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed or to be filed with the SEC by Liberty Bancorp,
Inc. (the "Registrant") are incorporated by reference in this Registration
Statement:

         (a) The Prospectus filed with the SEC by the Registrant (File No.
333-133849), pursuant to 424(b)(3) on May 25, 2006 and supplemented on June 29,
2006, which includes the balance sheets of Liberty Savings Bank as of September
30, 2005 and 2004 and the related statements of earnings, comprehensive
earnings, stockholder's equity and cash flows for each of the years in the
period ended September 30, 2005, together with related notes and report of
Michael Trokey & Company, P.C., independent registered public accounting firm,
dated November 16, 2005 (except as to Note 17 which is dated December 21, 2005).

         (b) The Form 10-Q report filed by the Registrant for the fiscal quarter
ended June 30, 2006 (File No. 000-51992), filed with the SEC on August 11, 2006.

         (c) Current Reports on Form 8-K filed by the Registrant with the SEC on
June 29, July 7, July 21 and July 26, 2006 (in each case other than those
portions furnished under Item 2.02, 7.01 or 9.01 of Form 8-K).

         (d) The description of the Registrant's common stock contained in
Registrant's Form 8-A12G (File No. 000-51992), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
rule 12b-15 promulgated thereunder, on May 10, 2006.

         (e) All documents filed by the Registrant and the Plan, where
applicable, pursuant to Section 13(a) and (c), 14 or 15(d) of the Exchange Act
(other than Items 2.02, 7.01 and 9.01 filed under a Form 8-K) after the date
hereof and prior to the filing of a post-effective amendment which deregisters
all securities then remaining unsold.

         ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT
TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY
FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN, 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.

                                       2
ITEM 4.  DESCRIPTION OF SECURITIES

The Common Stock to be offered pursuant to the Plan has been registered pursuant
to Section 12(b) of the Exchange Act. Accordingly, a description of the Common
Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

The validity of the Common Stock offered hereby has been passed upon for the
Registrant by the firm of Muldoon Murphy & Aguggia LLP, Washington, D.C.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

         Article IX of the Liberty Bancorp, Inc. (the "Corporation") Articles of
Incorporation provides:

         9.1      The Corporation shall and does hereby indemnify any person who
                  is or was a director or executive officer of the Corporation
                  or any subsidiary against any and all expenses (including
                  attorneys' fees), judgments, fines and amounts paid in
                  settlement and reasonably incurred by such person in
                  connection with any threatened, pending or completed civil,
                  criminal, administrative or investigative action, suit,
                  proceeding or claim (including any action by or in the right
                  of the Corporation or a subsidiary) by reason of the fact that
                  such person is or was serving in such capacity to the fullest
                  extent permitted by the General and Business Corporation Law
                  of Missouri.

         9.2      The Corporation may, to the extent that the board of directors
                  deems appropriate and as set forth in a Bylaw or authorizing
                  resolution, indemnify any person who is or was a non-executive
                  officer, or employee or agent of the Corporation or any
                  subsidiary or who is or was serving at the request of the
                  Corporation as a director, officer, employee or agent of
                  another corporation, partnership, joint venture, trust or
                  other enterprise (including an employee benefit plan) against
                  any and all expenses (including attorneys' fees), judgments,
                  fines and amounts paid in settlement and reasonably incurred
                  by such person in connection with any threatened, pending or
                  completed civil, criminal, administrative or investigative
                  action, suit, proceeding or claim (including an action by or
                  in the right of the Corporation or a subsidiary) by reason of
                  the fact that such person is or was serving in such capacity
                  to the fullest extent permitted by the General and Business
                  Corporation Law of Missouri.

         9.3      The Corporation may, to the extent that the board of directors
                  deems appropriate, make advances of expenses, including
                  attorneys' fees, incurred prior to the final disposition of a
                  civil, criminal, administrative or investigative action, suit,
                  proceeding or claim (including an action by or in the right of
                  the Corporation or a subsidiary) to any person to whom
                  indemnification is or may be available under this Article IX;
                  PROVIDED, HOWEVER, that prior to making any advances, the
                  Corporation shall receive a written undertaking by or on
                  behalf of such person to repay such amounts advanced in the
                  event that it shall be ultimately determined that such person
                  is not entitled to such indemnification.

                                       3
9.4      The indemnification and other rights provided by this Article
                  IX shall not be deemed exclusive of any other rights to which
                  a person to whom indemnification is or otherwise may be
                  available (under these Articles of Incorporation or the Bylaws
                  or any agreement or vote of shareholders or disinterested
                  directors or otherwise), may be entitled. The Corporation is
                  authorized to purchase and maintain insurance on behalf of the
                  Corporation or any person to whom indemnification is or may be
                  available against any liability asserted against such person
                  in, or arising out of, such person's status as director,
                  officer, employee or agent of the Corporation, any of its
                  subsidiaries or another corporation, partnership, joint
                  venture, trust or other enterprise (including an employee
                  benefit plan) which such person is serving at the request of
                  the Corporation.

         9.5      Each person to whom indemnification is granted under this
                  Article IX is entitled to rely upon the indemnification and
                  other rights granted hereby as a contract with the Corporation
                  and such person and such person's heirs, executors,
                  administrators and estate shall be entitled to enforce against
                  the Corporation all indemnification and other rights granted
                  to such person by Sections 9.1 and 9.3 and this Article IX.
                  The indemnification and other rights granted by Sections 9.1
                  and 9.3 and this Section 9.5 shall survive amendment,
                  modification or repeal of this Article IX, and no such
                  amendment, modification or repeal shall act to reduce,
                  terminate or otherwise adversely affect the rights to
                  indemnification granted hereby, with respect to any expenses,
                  judgments, fines and amounts paid in settlement incurred by a
                  person to whom indemnification is granted under this Article
                  IX with respect to an action, suit, proceeding or claim that
                  arises out of acts or omissions of such person that occurred
                  prior to the effective date of such amendment, modification or
                  repeal.

                  Any indemnification granted by the board of directors pursuant
                  this Article IX shall inure to the person to whom the
                  indemnification is granted and such person's heirs, executors,
                  administrators and estate; provided, however, that such
                  indemnification may be changed, modified or repealed, at any
                  time or from time to time, at the discretion of the board of
                  directors, and the survival of such indemnification shall be
                  in accordance with terms determined by the board of directors.

         9.6      For the purposes of this Article IX, "subsidiary" shall mean
                  any corporation, partnership, joint venture, trust or other
                  enterprise of which a majority of the voting power, equity or
                  ownership interest is directly or indirectly owned by the
                  Corporation.

         In addition, Article XIII of the Registrant's Articles of Incorporation
provides:

                  A director of the Corporation shall not be personally liable
                  to the Corporation or its shareholders for monetary damages
                  for breach of fiduciary duty as a director, except: (i) for
                  any breach of the director's duty of loyalty to the
                  Corporation or its shareholders, (ii) for acts or omissions
                  not in subjective good faith or which involve intentional
                  misconduct or a knowing violation of law, (iii) under Section
                  351.245 of the General and Business Corporation Law of

                                       4
Missouri, or (iv) for any transaction from which a director
                  derived an improper personal benefit. If the General and
                  Business Corporation Law of Missouri is amended after the date
                  of filing of these Articles of Incorporation to further
                  eliminate or limit the personal liability of directors, then
                  the liability of a director of the Corporation shall be
                  eliminated or limited to the fullest extent permitted by the
                  General and Business Corporation Law of Missouri, as so
                  amended. Any repeal or modification of the foregoing paragraph
                  by the shareholders of the Corporation shall not adversely
                  affect any right or protection of a director of the
                  Corporation existing at the time of such repeal or
                  modification.

                  In accordance with Section 351.355 of the Missouri General and
         Business Corporation Law, a Missouri corporation may indemnify any
         person who was or is a party or is threatened to be made a party to any
         threatened, pending or completed action, suit or proceeding, whether
         civil, criminal, administrative or investigative, other than an action
         by or in the right of the corporation, by reason of the fact that he or
         she is or was a director, officer, employee or agent of the
         corporation, or is or was serving as a director, officer, employee or
         agent of another corporation, partnership, joint venture, trust or
         other enterprise, against expenses, including attorneys' fees,
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by him or her in connection with such action, suit or
         proceeding if he or she acted in good faith and in a manner he or she
         reasonably believed to be in, or not opposed to, the best interests of
         the corporation, and, with respect to any criminal action or
         proceeding, had no reasonable cause to believe his or her conduct was
         unlawful. Additionally, a Missouri corporation may similarly indemnify
         any person who was or is a party or is threatened to be made a party to
         any threatened, pending or completed action or suit by or in the right
         of the corporation to procure a judgment in its favor by reason of the
         fact that he or she is or was a director, officer, employee or agent of
         the corporation, or is or was serving as a director, officer, employee
         or agent of another corporation, partnership, joint venture, trust or
         other enterprise, if he or she acted in good faith and in a manner he
         or she reasonably believed to be in, or not opposed to, the best
         interests of the corporation; except that no indemnification shall be
         made in respect of any claim, issue or matter as to which such person
         shall have been adjudged to be liable for negligence or misconduct in
         the performance of his or her duty to the corporation unless and only
         to the extent that the court in which the action or suit was brought
         determines upon application that, despite the adjudication of liability
         and in view of all the circumstances of the case, the person is fairly
         and reasonably entitled to indemnity for such expenses which the court
         shall deem proper.

         In accordance with Office of Thrift Supervision ("OTS") regulations,
directors, officers and employees of BankLiberty (formerly known as Liberty
Savings Bank) (the "Bank") generally shall be indemnified for: (i) any amount
for which that person becomes liable under a judgment in any action brought or
threatened because that person is or was a director, officer or employee of the
Bank and (ii) reasonable costs and expenses, including attorneys' fees, paid or
incurred in defending or settling such action or in enforcing his or her rights
to indemnification. Such indemnification shall be made where final judgment on
the merits is in the person's favor, or, in case of settlement, final judgment
against the director, officer or employee or final judgment in his or her favor
other than on the merits, if a majority of the disinterested directors of the
Bank determines that he or she was acting in good faith within the scope of his
or her employment or authority as he or she could reasonably have perceived it
under the circumstances and for a purpose he or she could reasonably have
believed under the circumstances was in the best interests of the Bank. Such
indemnification may not be made if objected to by the OTS.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

                                       5
ITEM 8.  EXHIBITS.

The following exhibits are filed with or incorporated by reference into this
registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

         (a)      List of Exhibits (filed herewith unless otherwise noted)

                  5        Opinion of Muldoon Murphy & Aguggia LLP
                  10.1     Liberty Bancorp, Inc. 2003 Incentive Equity and
                           Deferred Compensation Plan, as amended and restated
                  23.0     Consent of Muldoon Murphy & Aguggia LLP
                           (included in Exhibit 5)
                  23.1     Consent of Michael Trokey & Company, P.C.
                  24       Powers of Attorney (contained on the signature pages)

ITEM 9.  UNDERTAKINGS

The undersigned Registrant hereby undertakes:

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

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

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

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

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

                                       6
(2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each post-effective amendment shall be
                  deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities that remain unsold at the
                  end of the Offering.

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

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.

                                       7
SIGNATURES

THE REGISTRANT.

Pursuant to the requirements of the Securities Act of 1933, Liberty Bancorp,
Inc. 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 Liberty, Missouri on August 14, 2006.

                             LIBERTY BANCORP, INC.

                             By: /s/ Brent M. Giles
                                 -----------------------------------------------
                                 Brent M. Giles
                                 President, Chief Executive Officer and Director

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints Brent M. Giles and Daniel G. O'Dell as the true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments to the Form S-8 registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
respectively, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Name                                        Title                                  Date
      ----                                        -----                                  ----
/s/ Brent M. Giles                          President,                                August 14, 2006
---------------------------                 Chief Executive Officer and
Brent M. Giles                              Director
                                            (principal executive officer)

/s/ Marc J. Weishaar                        Senior Vice President and                 August 14, 2006
---------------------------                 Chief Financial Officer
Marc J. Weishaar                            (principal financial and
                                            accounting officer)

/s/ Daniel G. O'Dell                        Chairman of the Board                     August 14, 2006
---------------------------
Daniel G. O'Dell

                                       8
/s/ Ralph W. Brant, Jr.                     Director                                  August 14, 2006
---------------------------
Ralph W. Brant, Jr.

/s/ Steven K. Havens                        Director                                  August 14, 2006
---------------------------
Steven K. Havens

/s/ Robert T. Sevier                        Director                                  August 14, 2006
---------------------------
Robert T. Sevier

/s/ Marvin J. Weishaar                      Director                                  August 14, 2006
---------------------------
Marvin J. Weishaar
9
EXHIBIT INDEX
                                                 -------------

                                                                                                                  Sequentially
                                                                                                                    Numbered
                                                                                                                      Page
   Exhibit No.       Description                      Method of Filing                                              Location
---------------      ----------------------------     ----------------------------------------------            ---------------
5             Opinion of Muldoon Murphy &      Filed herewith.
                     Aguggia LLP

      10.1           Liberty Bancorp, Inc.            Filed herewith.
                     2003 Incentive Equity and
                     Deferred Compensation Plan, as
                     amended and restated

      23.1           Consent of Michael Trokey &      Filed herewith.
                     Company, P.C.

      24             Power of Attorney                Located on the signature page.
10