SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934

For the quarterly period ended:   September 30, 1995               

OR 

[  ]  TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________
                                                  
Commission file Number 0-12709

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


                Oklahoma                           73-1218204  
    (State or other jurisdiction of            (I.R.S. Employer
      incorporation or organization)         Identification Number)   


                            100 North Broadway
                          Oklahoma City, OK 73102
                 (Address of principal executive offices)
                                (Zip Code)

                              (405) 231-6000
            (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

Yes    X      No             

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date.

            Class                     Outstanding as of November 13, 1995
            -----                     -----------------------------------
         Common Stock                              9,477,294  





                               FORM 10-Q                   
          For the The Quarterly Period Ended September 30, 1995 
                         CROSS-REFERENCE INDEX             

Reference Page(s)
                                                            Quarterly Report on
                                                                Form 10-Q

                        PART I    FINANCIAL INFORMATION 

ITEM 1   FINANCIAL STATEMENTS
ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

                        PART II   OTHER INFORMATION

ITEM 1   LEGAL PROCEEDINGS
ITEM 2   CHANGES IN SECURITIES
ITEM 3   DEFAULTS UPON SENIOR SECURITIES
ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
ITEM 5   OTHER INFORMATION
ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K




-------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS                                      Liberty Bancorp, Inc.
-------------------------------------------------------------------------------
September 30
(In thousands, except             Nine Months Ended    Three Months Ended  
  per share data)                 1995         1994         1995         1994 
-------------------------------------------------------------------------------
For the Third Quarter         
  Total revenues             $  179,160   $  145,411   $   59,819   $   49,064
  Net interest income            62,207       57,886       21,557       19,540
  Provision for loan losses         200            _          200            _
  Trust fees                     11,895       11,941        4,127        3,771
  Mortgage banking income         4,649        4,824        1,645        1,434
  Other noninterest income       31,848       26,102        9,534        7,902
  Noninterest expense            81,725       83,559       25,571       27,330
  Income before provision 
    for income taxes             28,674       17,194       11,092        5,317
  Provision for income taxes      9,159       (3,523)       3,581       (5,291)
  Net income                     19,515       20,717        7,511       10,608
  Per share data _ primary and
    fully-diluted           
      Net income                   1.98         2.11          .76         1.08
    Cash dividends declared         .60          .45          .20          .15
-------------------------------------------------------------------------------
At September 30          
  Loans                      $1,387,495   $1,118,414   $1,387,495   $1,118,414
  Earning assets              2,289,026    2,163,284    2,289,026    2,163,284
  Assets                      2,704,750    2,575,883    2,704,750    2,575,883
  Deposits                    2,151,779    2,110,046    2,151,779    2,110,046
  Total shareholders' 
    investment                  257,547      233,655      257,547      233,655
  Book value per common share     27.20        24.64        27.20        24.64
-------------------------------------------------------------------------------
Average Balances         
  Earning assets             $2,309,068   $2,180,306   $2,286,231   $2,150,545
  Assets                      2,710,699    2,567,099    2,680,517    2,528,330
  Deposits                    2,182,900    2,087,349    2,126,836    2,049,881
  Total shareholders' 
    investment                  248,280      227,379      255,359      227,960
-------------------------------------------------------------------------------
Ratios          
  Capital ratios          
    Leverage                       9.02%        8.68%        9.02%        8.68%
    Risk-based                    14.46        15.41        14.46        15.41
  Average shareholders' 
    investment as a % of          
    average total assets           9.16         8.86         9.53         9.02
  Average earning assets 
    as a % of average         
    total assets                  85.18        84.93        85.29        85.06
  Rate of return on          
      Average earning assets       1.13         1.27         1.30         1.96
      Average total assets          .96         1.08         1.11         1.66
      Average total shareholders'
        investment                10.51        12.18        11.67        18.46
  Dividend payout ratio           30.30        21.33        26.32        13.89
  Operating efficiency ratio      76.96        81.88        68.55        82.24




Liberty Bancorp, Inc. and its subsidiaries ("Liberty") provide a broad 
range of banking and financial services to meet the diverse needs of individual 
and corporate customers in the Oklahoma City and Tulsa metropolitan areas, 
Oklahoma and the Mid-America region.  Liberty Bank and Trust Company of 
Oklahoma City, N.A. ("Liberty Oklahoma City") and Liberty Bank and Trust 
Company of Tulsa, N.A. ("Liberty Tulsa")  are Liberty's principal subsidiaries. 
Liberty Mortgage Company, a subsidiary of Liberty Oklahoma City, engages in 
mortgage banking activities.

     Liberty has twenty nine full-service banking locations in Oklahoma from 
which it provides its financial services.  These locations are in Oklahoma 
City, Tulsa, Edmond, Norman, Choctaw, Jenks, Harrah and Midwest City.  In 
addition, it has three limited service detached drive-in facilities in Oklahoma 
City, Tulsa and Norman. Liberty Mortgage Company ("LMC") conducts residential 
mortgage operations from the main Liberty Oklahoma City location and two 
Liberty banking centers including one location in Oklahoma City and one in 
Tulsa.  Commercial mortgage operations are available at the main bank location 
of Liberty Oklahoma City and an LMC branch in Tulsa.

     The banking industry, both locally and nationally, is experiencing an 
expansion and consolidation trend which most likely will continue to present 
acquisition opportunities.  Liberty will systematically evaluate these 
possibilities for the acquisition of smaller institutions as well as potential 
combinations with larger institutions to determine whether they may offer the 
potential for further enhancing shareholder value and otherwise meeting 
Liberty's corporate objectives..

     This Financial Review should be read in conjunction with the consolidated 
financial statements, notes to the consolidated financial statements and the 
supplemental statistical and financial data presented elsewhere in this report.

Performance Summary:  First Nine Months of 1995 
Compared to First Nine Months of 1994

	For the first nine months of 1995, Liberty reported net income of $19.5 
million or $1.98 per common share.  This compares to net income of $20.7 
million or $2.11 per common share for the first nine months of 1994.  The 
decrease in net income for the first nine months of 1995 is primarily due to an 
increase in the effective income tax rate which increased the provision for 
income taxes by $12.7 million offset by net gains on the sale of securities 
totaling $6.0 million and a $4.3 million increase in noninterest income.  Net 
income before the provision for income taxes for the first nine months of 1995 
totaled $28.7 million compared to $17.2 million for the same period in 1994.  
Income tax provisions are discussed below under "Income Taxes."

Net Interest Income

     On a tax-equivalent basis, net interest income increased $4.5 million or 
7.5% in the first nine months of 1995 to $64.0 million compared to $59.5 
million for the first nine months of 1994.  The increase is primarily due to 
the continued increase in higher yielding loan levels as well as a decrease in 
lower-yielding taxable securities and interest collected on nonaccrual loan 
payoffs.  The net interest margin for the first nine months of 1995 increased 
to 3.71% from 3.65% in the first nine months of 1994.

     Tax-equivalent interest income increased $28.4 million to $132.6 million 
for the first nine months of 1995 compared to $104.2 million in the same period 
of 1994 due primarily to the increase in loan volumes and interest rates.  
Liberty's average loans increased $230 million and its yield on loans increased 
from 7.7% to 8.8%.  Funding for the increased loan levels was provided by 
investment securities sales and maturities not reinvested and by increased 
interest-bearing deposit levels.  Securities averaged $103 million below the 
first nine months of 1994 but the yield improved 98 basis points from 5.3% to 
6.3% as maturities not used to fund the increased loan demand were invested in 
higher yielding securities.  These yield and volume mix changes as well as a 
national increase in interest rates resulted in the yield on average earning 
assets increasing from 6.4% in 1994 to 7.7% in 1995.

     Total interest expense increased $23.9 million to $68.6 million for the 
first nine months of 1995 compared to $44.7 million for the same period in 
1994.  This increase was attributable to the higher interest rates on all fund 
sources, an increase of $135.9 million in average interest-bearing deposits,  
and $40.3 million lower average noninterest-bearing deposits.  The average 
deposit increases occurred primarily in the money market account deposits and 
also in large deposit liabilities especially, where some maturities have been 
extended.  As a result, Liberty's cost of funds increased from 3.5% in 1994 to 
4.9% in 1995.

Noninterest Income

     Noninterest income for the first nine months of 1995 increased $5.5 
million or 12.9% from the first nine months of 1994.  The largest factor of 
this increase was in net securities gains which increased $5.8 million due to 
sales of equity and available for sale securities in 1995.  Net securities 
gains for the first nine months of 1995 totaled $6.2 million compared to $360 
thousand for the same period of 1994.  Other changes from the first nine months 
of 1994 included service charges on deposits which increased $406 thousand, 
loan fees which decreased $336 thousand and mortgage banking income which 
decreased $175 thousand.  Other noninterest income totaled $8.7 million for the 
first nine months of both 1995 and 1994.  This included a gain of $948 thousand 
on the sale of property in 1995 and a $1.1 million gain on the sale of mortgage 
servicing recognized in 1994.

Noninterest Expense

     Noninterest expense (excluding net income from the operation of OREO, 
which is discussed separately below in "Reserve for Other Real Estate and 
Assets Owned") decreased $1.1 million or 1.3% to $83.9 million for the first 
nine months of 1995 compared to $85.0 million for the same period one year ago. 
The largest decrease was in salaries and employee benefits which decreased $1.9 
million or 4.8% in 1995, primarily due to employee count reductions in the 
latter half of 1994.

     The deposit insurance assessment declined $988 thousand due to a refund by 
the Federal Deposit Insurance Corporation of $1.2 million before income taxes.  
This refund is a result of a decrease in the deposit insurance rates of highly 
capitalized commercial banks from $.23 per hundred dollars of deposits to $.04 
per hundred dollars of deposits.  The reduced rates going forward at current 
deposit levels will result in approximately a $1.8 million improvement in the 
Company's annual net income.

     Professional and other service expenses decreased $671 thousand or 10.6%, 
largely as a result of reductions in the use of temporary employee services.  
Equipment expense increased $648 thousand or 9.5% due to increased depreciation 
on new data processing and other equipment.  Other noninterest expense 
increased $966 million or 11.8%.  Included in this increase were provisions for 
$1.8 million to cover expenses related to anticipated payments, settlements and 
costs of various matters, including legal proceedings which occurred in the 
ordinary course of business.  This provision is offset by decreases in expenses 
for software, telephone service and other items.

     Liberty's operating efficiency ratio for the first nine months of 1995 was 
77.0% compared to 81.9% in 1994.  The operating efficiency ratio is defined as 
noninterest expense as a percent of net interest income on a tax equivalent 
basis plus noninterest income less security gains or losses.

Income Taxes

     Liberty recorded $9.2 million in income tax expense (32% effective tax 
rate) for the first nine months of 1995.  During the third quarter of 1994 
Liberty recorded a tax benefit resulting from its determination that it would 
generate sufficient taxable income in future periods to use a significant 
portion of its net operating loss carryforwards which had been impaired in 
1993.  Prior to the third quarter of 1994, a valuation allowance had been 
provided equal to Liberty's net operating loss carryforwards.  Benefits 
associated with these net operating loss carryforwards, prior to third quarter 
1994, were recognized when realized.  In the third quarter of 1994, the 
valuation allowance was removed based on Liberty's estimate that it was more 
likely than not that sufficient taxable income would be generated to allow 
Liberty to utilize its remaining net operating loss carryforwards.  It is 
estimated that future effective income tax rates will approximate the statutory 
rate less the effects of permanent differences, primarily tax-exempt interest 
income.

Performance Summary:  Third Quarter of 1995 
Compared to Third Quarter 1994

     During the third quarter of 1995 the Company reported net income of $7.5 
million or $.76 per common share compared to net income of $10.6 million or 
$1.08 per share for the third quarter of 1994.  The primary changes between 
periods were in net interest income, the deposit insurance assessment, net OREO 
income  and the provision for income taxes.  Net income before the provision 
for income taxes was $11.1 million for the third quarter of 1995 and $5.3 
million for the third quarter of 1994.  The difference in the provisions for 
income taxes for the two quarters is explained previously under "Income Taxes."

Net Interest Income

     On a tax-equivalent basis, net interest income for the third quarter of 
1995 increased $2.2 million or 11.0% to $22.2 million from $20.0 million in the 
third quarter of 1994.  The tax-equivalent net interest margin was 3.85% for 
the third quarter of 1995 compared to 3.69% for the same period one year ago.  

     Tax-equivalent interest income increased $8.7 million to $45.1 million for 
the third quarter of 1995 compared to $36.4 million in the same period of 1994 
due primarily to increased interest rates and a $240.6 million increase in 
average loans.  The yield on average earning assets increased from 6.72% to 
7.83% primarily due to factors as mentioned in the year-to-date analysis.

     Total interest expense amounted to $23.0 million for the third quarter of 
1995 compared to $16.4 million in the same period of 1994, primarily reflecting 
higher interest rates and higher levels of interest-bearing liabilities as 
described in the year-to-date analysis.  The cost of funds increased to 4.97% 
in the third quarter of 1995 from 3.84% the previous year's third quarter.

Noninterest Income

     Noninterest income increased $2.2 million or 16.8% in the third quarter of 
1995 compared to the third quarter of 1994.  This increase is due to several 
factors including gains of $869 thousand on sales of property,  trust fees 
which increased $356 thousand, net securities gains which increased $322 
thousand and service charges on deposits which increased $291 thousand.

Noninterest Expense

     Noninterest expense, excluding net income from the operation of OREO, 
decreased $701 thousand during the third quarter 1995 as compared the same 
period in 1994.  This decrease is primarily due to the $1.2 million refund of 
the deposit insurance assessment from the Federal Deposit Insurance Corporation 
as discussed in the year-to-date analysis partially offset by increases in data 
processing and other expenses.

Credit Risk Management

     Nonperforming assets include nonperforming loans and other real estate and 
assets owned net of reserves. Total nonperforming assets have decreased $1.0 
million or 6.1% since year-end 1994.  The level of nonperforming assets at 
September 30, 1995 of $17.9 million is $460 thousand or 2.6% less than the 
$17.5 million level one year ago.  At September 30, 1995, total nonperforming 
assets were 1.4% of total loans and other real estate and assets owned and .7% 
of total assets.

     Nonperforming loans decreased by $3.8 million to $15.3 million or 32.8% 
since December 31, 1994 and decreased by $4.9 million or 47.3% from one year 
earlier.  Of the nonperforming loans at September 30, 1995, 30.9% were real es-
tate-related.  Nonperforming loans at September 30, 1995 represented 1.1% of 
total loans.

Reserve for Loan Losses

     The reserve for loan losses at September 30, 1995 was 107.37% of total 
nonperforming loans and 1.19% of total loans.  A $200 thousand provision was 
made in the third quarter of 1995.  As loans continue to increase, Liberty 
expects to continue to provide additional reserves for the foreseeable future.  
No provisions for loan losses were made during the first nine months of 1994.  
The following table summarizes the reserve for loan loss activity for the first 
nine months of 1995 and 1994:

-------------------------------------------------------------------------------
Reserve for Loan Losses   
-------------------------------------------------------------------------------
(In thousands)                                        1995              1994
-------------------------------------------------------------------------------
Balance at January 1                                 $19,081           $19,986
Additions   
  Recoveries                                           1,483             1,053
  Provisions                                             200                 _ 
Less _ Charge-offs                                    (4,292)           (1,422)
-------------------------------------------------------------------------------
Balance at September 30                              $16,472           $19,617
===============================================================================

     Charge-offs for the nine months ended September 30, 1995 increased $2.9 
million over the same period in 1994 primarily due to one commercial loan 
partially charged off in the amount of $2.1 million.  In addition, the higher 
level of charge-offs during 1995 reflects the increase in loan levels.

     Liberty adopted Statement of Financial Accounting Standards ("SFAS") No. 
114 "Accounting by Creditors for Impairment of a Loan" and SFAS No. 118 
"Accounting by Creditors for Impairment of a Loan _ Income Recognition and 
Disclosure" as of January 1, 1995.  SFAS No. 114 requires that certain impaired 
loans be measured based on the present value of expected future cash flows 
discounted at the loan's original effective interest rate.  As a practical 
expedient, impairment may be measured based on the loan's observable market 
price or the fair value of the collateral if the loan is collateral dependent.  
When the measure of the impaired loan is less than the recorded investment in 
the loan, the impairment is recorded through a valuation allowance.

     Liberty had previously measured the reserve for loan losses using methods 
similar to those prescribed in SFAS No. 114.  As a result of adopting these 
statements, no additional reserve for loan losses was required as of January 1, 
1995.

     At September 30, 1995, Liberty classified $13.7 million of loans as 
impaired with an associated valuation allowance of $1.9 million.  Interest 
income on impaired loans has been recorded by Liberty in a manner consistent 
with its income recognition policies for other loans.

Other Real Estate and Assets Owned

     Net OREO decreased $2.8 thousand or 51.8% since year-end 1994 and $4.5 
million or 63.5% from September 30, 1994. These reductions have primarily been 
the result of sales.  Net OREO at September 30, 1995 was $2.6 million.  Net 
income from the operation of OREO amounted to $2.1 million and $1.5 million for 
the first nine months of 1995 and 1994, respectively. The results of the 
operation of OREO include operating income generated and gains from the sale of 
OREO properties, reduced by expenses related to the operation of OREO. Included 
in income from the operation of OREO for the nine months ended September 30, 
1995 are $2.2 million in gains from the sale of OREO and $116 thousand of other 
gross income on OREO properties.  This compares with gains of $1.7 million and 
other gross income of $239 thousand for the first nine months of 1994.

     The following table illustrates the changes in the reserve for the first 
nine months of 1995 and 1994:

-------------------------------------------------------------------------------
Reserve for Losses on Other Real Estate and Assets Owned   
-------------------------------------------------------------------------------
(In thousands)                                           1995            1994
-------------------------------------------------------------------------------
Balance at January 1                                    $1,042          $2,521
Provisions for losses                                        _               _
Charge-offs                                               (119)         (1,014)
-------------------------------------------------------------------------------
Balance at September 30                                 $  923          $1,507
===============================================================================

Asset and Liability Management

     A senior management committee, the Investment/Asset/Liability Committee, 
has the responsibility for monitoring and coordinating the asset and liability 
positions, interest rate sensitivity, liquidity and other resource planning 
strategies of Liberty on an ongoing basis. This committee monitors the 
anticipated effects of interest rate changes on both earnings and market value 
of capital for interest rate moves from 50 to 400 basis points.  In addition, 
the committee has recommended policies which the Board of Directors has adopted 
setting limits within which the asset/liability risk positions are to be 
maintained.

     As a result of increased holdings of loans, Liberty was a net purchaser of 
federal funds and securities under repurchase agreements averaging $75.8 
million for the first nine months of 1995 compared to $84.3 million for the 
same period in 1994.

     Liquidity is the ability to meet financial obligations for the payment of 
funds.  Some of the sources of funds to provide liquidity include core 
deposits, large certificates of deposit, federal funds purchased from both 
upstream and downstream banks, sale of securities under agreements to 
repurchase, Treasury Tax and Loan accounts, investment securities held in the 
available-for sale account which can be sold or pledged for borrowing at the 
Federal Reserve discount window or the Federal Home Loan Bank and the 
availability of loans and investment securities held in the held-to-maturity 
account which can be pledged for borrowings at the Federal Reserve discount 
window or the Federal Home Loan Bank.

     Liberty's long-standing policy is to maintain as balanced a position in 
interest-sensitive assets and liabilities as possible with a goal to achieve 
consistent interest margins in all interest rate environments. Liberty is 
liability sensitive largely due to the short-term nature of its deposits, 
especially savings and money market accounts, and short-term borrowings. Be-
cause of this liability sensitivity, Liberty's net interest margin in the near 
term may be vulnerable to upward trends in interest rates, but not outside of 
policy ranges. 

     The net interest margin of Liberty has been impacted by an increase in 
interest rates, as experienced in the past year and through the second quarter 
of 1995.  Due to the increase in loan volume, restructuring of the available 
for sale portfolio into higher yields and more stable cost of funds in the 
third quarter, Liberty's net interest margin has improved significantly.  
Normally, because Liberty is liability sensitive, in the short-term its li-
abilities reprice at the higher rates sooner than its assets. As such, the net 
interest margin is narrowed as liabilities are repriced or mature. However, the 
increase in liability rates, particularly in a increasing rate environment, may 
not increase as much as asset rates depending on the timing of the decision to 
increase consumer deposit rates. Liberty monitors its interest-sensitivity 
position on a continuing basis to ensure that interest rate changes do not 
create a material adverse impact.  Liberty also adjusts its asset and liability 
structures, to the extent possible, to allow for projected rate changes.

Capital Funds

     Shareholders' investment as a percentage of total assets amounted to 9.5% 
at September 30, 1995 compared to 8.1% at December 31, 1994 and 9.1% at 
September 30, 1994.

     Capital adequacy is currently measured by banking regulators using various 
capital criteria and ratios.  Tier 1 capital for bank holding companies in-
cludes common equity and perpetual preferred stock (subject to certain 
limitations) minus intangible assets.  Tier 2 capital includes supplementary 
elements such as limited amounts of reserve for loan losses,   perpetual pre-
ferred stock (in excess of Tier 1 limits), subordinated debt and other items. 
The leverage ratio, defined as Tier 1 capital divided by average adjusted total 
assets, limits the amount of leverage a bank can undertake because of the 
ratio's emphasis on equity or core capital. Liberty's leverage ratio was 9.02% 
on Tier 1 capital of $240.2 million at September 30, 1995 compared to 8.67% on 
$226.4 million at December 31, 1994 and 8.68% on $218.0 million at September 
30, 1994.   All but the most highly-rated banks are required to carry a minimum 
leverage ratio of 3% plus a cushion of 1 to 2%.  

     The risk-based capital ratio, defined as total capital (Tier 1 plus Tier 
2) divided by risk-weighted assets, is the regulators' other primary de-
terminant of capital adequacy and was designed principally as a measure of 
credit risk.  Banking organizations have been given a risk-based capital   ra-
tio requirement of 8%.  Liberty had a risk-based capital ratio at September 30, 
1995 of 14.5%. This compares to 15.43% at December 31, 1994 and 15.41% at 
September 30, 1994. Liberty Oklahoma City and Liberty Tulsa had risk-based 
capital ratios at September 30, 1995 of 13.9% and 12.9%, respectively.  The 
Federal Deposit Insurance Corporation assesses insurance premiums based in part 
on the level of capital with banks which are "well capitalized" paying 
assessments at lower rates.  Liberty's and its subsidiary banks' capital ratios 
are significantly higher than the current guidelines and the subsidiary banks 
are "well capitalized" for deposit insurance assessment purposes.

Parent Company Funding Sources and Dividends

     At September 30, 1995, the parent company had cash and interest-bearing 
deposits of $4.8 million compared to $6.2 million at year-end 1994 and $4.2 
million at September 30, 1994. The primary change in the funding position of 
the parent company since year-end 1994 was the sale of equity securities in 
February 1995 totaling $5.2 million, offset by an advance to Liberty Real 
Estate in the amount of $750 thousand and the payments of estimated income 
taxes in June and September 1995 totaling $5.1 million.

     The parent company's ability to fund various operating expenses and 
dividends is generally dependent on parent-only earning power, cash reserves 
and funds derived from its subsidiaries, principally Liberty Oklahoma City and 
Liberty Tulsa.  These funds historically have been provided primarily by in-
tercompany dividends and management fees.  Management fees are generally 
limited to reimbursement of actual expenses.  It is anticipated that the parent 
company's recurring cash sources will continue to include management fees from 
subsidiaries, proceeds from the sale of other assets (principally other real 
estate and assets owned) and retained rights to any gains from the sales of 
mortgage servicing and other assets.  Dividends  are paid by the subsidiary 
banks from time to time to support the parent company's activities.  Liberty 
Oklahoma City and Liberty Tulsa are limited in their ability to pay dividends 
based on applicable provisions of the National Bank Act pertaining to earnings 
and undivided profits.  As of September 30, 1995 the ability of Liberty 
Oklahoma City and Liberty Tulsa to pay dividends without regulatory approval 
was limited to $39.5 million  and $15.9 million, respectively.

     Liberty paid cash dividends of $5.7 million or $.60 per share in the first 
nine months of 1995..  This compares to cash dividends in the first nine months 
of 1994 of $4.3 million or $.45 per share.  It is expected that such cash 
dividends will continue if justified by Liberty's earnings, capital adequacy 
and financial condition.

     In management's opinion, the parent company's current liquidity and cash 
sources are anticipated to be adequate to meet its obligations in the near 
term.


-------------------------------------------------------------------------------
SELECTED STATISTICAL INFORMATION                          Liberty Bancorp, Inc.
-------------------------------------------------------------------------------
Consolidated Summary of Quarterly Financial Information          
-------------------------------------------------------------------------------
(In thousands, except per share data)           
-------------------------------------------------------------------------------
For quarter ended              9/30/95   6/30/95   3/31/95   12/31/94  9/30/94
-------------------------------------------------------------------------------
Interest income                $44,513   $44,584   $41,671   $38,796   $35,957 
Interest income (tax 
  equivalent)                   45,143    45,165    42,250    39,353    36,412 
Interest expense                22,956    22,972    22,633    19,002    16,417 
Net interest income             21,557    21,612    19,038    19,794    19,540 
Provision for loan losses          200         _         _         _         _ 
Trust fees                       4,127     3,824     3,944     3,641     3,771 
Mortgage banking income          1,645     1,486     1,518     1,418     1,434 
Other noninterest income         9,534    10,114    12,200    11,135     7,902 
Noninterest expense             25,571    28,068    28,086    28,212    27,330 
Net income                       7,511     6,099     5,905     5,159    10,608 
Net income per share               .76       .62       .60       .53      1.08 
          
Common stock price range          
  High                           37.25     35.75     31.75     33.50     33.50 
  Low                            32.25     29.75     29.25     27.75     30.75 
  Close                          36.75     32.50     30.19     29.00     33.50 
          
At Quarter End          
  Shares of common stock, 
    net of treasury stock          
      Outstanding                9,468     9,482     9,467     9,474     9,484 
      Fully-diluted              9,871     9,866     9,816     9,803     9,836 


             


-------------------------------------------------------------------------------
Average Balances/Net Interest Margin/Rates (1)             
-------------------------------------------------------------------------------
Year-to-Date                     1995                            1994   
-------------------------------------------------------------------------------
                    Average             Average    Average              Average
(In thousands)      Balance    Interest   Rate     Balance     Interest   Rate 
-------------------------------------------------------------------------------
Assets             
Loans (2)         $1,249,526   $ 82,585   8.84%   $1,019,185   $ 58,321   7.65%
Investment 
  securities (3)               
    Taxable          934,298     43,334   6.20     1,050,005     40,738   5.19 
    Nontaxable        65,797      3,924   7.97        52,363      3,294   8.41 
Trading account 
  securities           3,532        191   7.23         3,770        171   6.06 
-------------------------------------------------------------------------------
Total securities   1,003,627     47,449   6.32     1,106,138     44,203   5.34 
Federal funds sold
  and securities             
  purchased under 
  agreements to             
  resell and other    55,915      2,524   6.04        54,983      1,679   4.08 
-------------------------------------------------------------------------------
Total earning 
  assets           2,309,068    132,558   7.68     2,180,306    104,203   6.39 
Cash and due from 
  banks-             
  noninterest-
  bearing            257,250                         254,023      
Reserve for loan 
  losses             (18,715)                        (19,924)     
Other assets         163,096                         152,694      
                  ----------                      ----------
    Total assets  $2,710,699                      $2,567,099      
                  ==========                      ==========
            
             
Liabilities and Shareholders'               
  Investment             
Interest-bearing
  deposits             
    Savings and
    money market             
    accounts      $  782,051   $ 21,663   3.70%   $  705,812   $ 13,778   2.61%
  Other time 
    deposits         821,692     36,142   5.88       762,074     24,266   4.26 
-------------------------------------------------------------------------------
  Total interest-
    bearing
    deposits       1,603,743     57,805   4.82     1,467,886     38,044   3.47 
Federal funds 
  purchased and             
  securities sold
  under agreements             
  to repurchase      130,985      5,567   5.68       137,091      3,903   3.81 
Other borrowings     119,588      5,189   5.80        90,203      2,711   4.02 
-------------------------------------------------------------------------------
  Total interest-
    bearing 
    liabilities    1,854,316     68,561   4.94     1,695,180     44,658   3.52 
Demand deposits      579,157                         619,463      
Other liabilities     28,946                          25,077      
Shareholders' 
  investment         248,280                         227,379      
                  ----------                      ----------
  Total liabil-
    ities and
    shareholders'              
    investment    $2,710,699                      $2,567,099      
                  ==========                      ==========
             
Interest income/ 
  earning assets               $132,558   7.68%                $104,203   6.39%
Interest expense/
  earning assets                 68,561   3.97                   44,658   2.74 
                               --------   ----                 --------   ----
Net interest margin            $ 63,997   3.71%                $ 59,545   3.65%
                               ========   ====                 ========   ====
             
(1) Income and rates shown on a tax-equivalent basis have been computed based 
on the statutory rate of 35%.             
(2) Includes nonaccrual loans.             
(3) Includes available for sale securities at amortized cost for all years 
presented.             



<TABLE>
-----------------------------------------------------------------------------------------------------------------------------------
Average Balances/Net Interest Margin/Rates (1)                   
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Three months ended                       September 30, 1995                  June 30, 1995                    March 31, 1995     
-----------------------------------------------------------------------------------------------------------------------------------
                                   Average              Average      Average              Average      Average              Average
(In thousands)                     Balance     Interest   Rate       Balance     Interest   Rate       Balance     Interest   Rate 
-----------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>           <C>        <C>      <C>           <C>        <C>      <C>           <C>        <C>
-------------------------------- ------------- ---------- -------- ------------- ---------- -------- ------------- ---------- -----
Assets                   
Loans (2)                        $1,334,004    $29,648    8.82%    $1,240,910    $28,154    9.10%    $1,171,883    $24,783    8.58%
Investment securities (3)                      
  Taxable                           821,480     13,174    6.36        956,804     14,875    6.24      1,026,867     15,285    6.04 
  Nontaxable                         71,262      1,418    7.89         62,384      1,241    7.98         63,663      1,265    8.06 
Trading account securities            3,661         64    6.94          3,766         70    7.46          3,163         57    7.31 
-------------------------------- ------------- ---------- -------- ------------- ---------- -------- ------------- ---------- -----
Total securities                    896,403     14,656    6.49      1,022,954     16,186    6.35      1,093,693     16,607    6.16 
Federal funds sold and securities                   
  purchased under agreements to                   
  resell and other                   55,824        839    5.96         54,071        825    6.12         57,871        860    6.03 
-------------------------------- ------------- ---------- -------- ------------- ---------- -------- ------------- ---------- -----
Total earning assets              2,286,231     45,143    7.83      2,317,935     45,165    7.82      2,323,447     42,250    7.37 
Cash and due from banks-                   
  noninterest-bearing               255,621                           252,626                           263,592      
Reserve for loan losses             (18,545)                          (18,625)                          (18,981)     
Other assets                        157,210                           166,376                           165,797      
                                 ----------                        ----------                        ----------
      Total assets               $2,680,517                        $2,718,312                        $2,733,855      
                                 ==========                        ==========                        ==========
                   
                   
Liabilities and Shareholders'                     
  Investment                   
Interest-bearing deposits                   
  Savings and money market                   
    accounts                     $  782,762    $ 7,303    3.70%    $  787,954    $ 7,318    3.73%    $  775,354    $ 7,042    3.68%
  Other time deposits               780,445     11,805    6.00        824,703     12,248    5.96        860,814     12,089    5.70 
-------------------------------- ------------- ---------- -------- ------------- ---------- -------- ------------- ---------- -----
  Total interest-bearing 
    deposits                      1,563,207     19,108    4.85      1,612,657     19,566    4.87      1,636,168     19,131    4.74 
Federal funds purchased and                    
  securities sold under 
  agreements to repurchase          121,319      1,705    5.58        129,446      1,859    5.76        142,421      2,003    5.70 
Other borrowings                    146,610      2,143    5.80        103,734      1,547    5.98        107,997      1,499    5.63 
-------------------------------- ------------- ---------- -------- ------------- ---------- -------- ------------- ---------- -----
      Total interest-bearing 
        liabilities               1,831,136     22,956    4.97      1,845,837     22,972    4.99      1,886,586     22,633    4.87 
Demand deposits                     563,629                           593,167                           580,864      
Other liabilities                    30,393                            29,583                            26,824      
Shareholders' investment            255,359                           249,725                           239,581      
                                 ----------                        ----------                        ----------
      Total liabilities and 
        shareholders'                     
        investment               $2,680,517                        $2,718,312                        $2,733,855      
                                 ==========                        ==========                        ==========
                   
Interest income/earning assets                 $45,143    7.83%                  $45,165    7.82%                  $42,250    7.37%
Interest expense/earning assets                 22,956    3.98                    22,972    3.98                    22,633    3.95 
                                               -------    ----                   -------    ----                   -------    ----
Net interest margin                            $22,187    3.85%                  $22,193    3.84%                  $19,617    3.42%
                                               =======    ====                   =======    ====                   =======    ====
<FN>
(1) Income and rates shown on a tax-equivalent basis have been computed based on the statutory rate of 35%.          
(2) Includes nonaccrual loans.                   
(3) Includes available for sale securities at amortized cost for all years presented.                   
</TABLE>



<TABLE>
------------------------------------------------------------------------------------------------
Average Balances/Net Interest Margin/Rates (1)             
------------------------------------------------------------------------------------------------
<CAPTION>
Three months ended                     December 31, 1994                 September 30, 1994     
                                   Average               Average     Average              Average 
(In thousands)                     Balance     Interest   Rate       Balance     Interest   Rate 
-------------------------------- ------------- ---------- -------- ------------- ---------- ----
<S>                              <C>           <C>        <C>      <C>           <C>        <C>
Assets             
Loans (2)                        $1,148,162    $23,984    8.29%    $1,093,446    $21,791    7.91%
Investment securities (3)               
  Taxable                           941,022     13,338    5.62        947,142     12,923    5.41 
  Nontaxable                         59,387      1,190    7.95         51,208        999    7.74 
Trading account securities            4,010         74    7.32          3,761         54    5.70 
-------------------------------- ------------- ---------- -------- ------------- ---------- ----
Total securities                  1,004,419     14,602    5.77      1,002,111     13,976    5.53 
Federal funds sold and 
  securities purchased under
  agreements to resell and 
  other                              56,929        767    5.35         54,988        645    4.65 
-------------------------------- ------------- ---------- -------- ------------- ---------- ----
Total earning assets              2,209,510     39,353    7.07      2,150,545     36,412    6.72 
Cash and due from banks-             
  noninterest-bearing               269,831                           247,218      
Reserve for loan losses             (19,549)                          (19,755)     
Other assets                        157,862                           150,322      
                                 ----------                        ----------
      Total assets               $2,617,654                        $2,528,330      
                                 ==========                        ==========
             
             
Liabilities and Shareholders'               
  Investment             
Interest-bearing deposits             
  Savings and money market             
    accounts                     $  729,798    $ 5,840    3.17%    $  712,532    $ 4,968    2.77%
  Other time deposits               803,382     10,357    5.11        757,631      8,885    4.65 
-------------------------------- ------------- ---------- -------- ------------- ---------- ----
  Total interest-bearing 
    deposits                      1,533,180     16,197    4.19      1,470,163     13,853    3.74 
Federal funds purchased and              
  securities sold under 
  agreements to repurchase          126,592      1,599    5.01        139,733      1,532    4.35 
Other borrowings                     88,975      1,206    5.38         86,290      1,032    4.74 
-------------------------------- ------------- ---------- -------- ------------- ---------- ----
      Total interest-bearing 
        liabilities               1,748,747     19,002    4.31      1,696,186     16,417    3.84 
Demand deposits                     607,912                           579,718      
Other liabilities                    25,621                            24,466      
Shareholders' investment            235,374                           227,960      
                                 ----------                        ----------
      Total liabilities and 
        shareholders'              
        investment               $2,617,654                        $2,528,330      
                                 ==========                        ==========
             
Interest income/earning assets                 $39,353    7.07%                  $36,412    6.72%
Interest expense/earning assets                 19,002    3.41                    16,417    3.03 
                                               -------    ----                   -------    ----
Net interest margin                            $20,351    3.66%                  $19,995    3.69%
                                               =======    ====                   =======    ====
             
<FN>
(1) Income and rates shown on a tax-equivalent basis have been computed based on the statutory rate of 35%.
(2) Includes nonaccrual loans.             
(3) Includes available for sale securities at amortized cost for all years presented. 
</TABLE>           



-------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEET                                Liberty Bancorp, Inc.
-------------------------------------------------------------------------------
                                           Sept. 30,    Dec. 31,     Sept. 30,
(In thousands, except share data)             1995         1994        1994
-------------------------------------------------------------------------------
Assets           
Cash and due from banks           
  Noninterest-bearing                       $  271,384  $  361,953  $  272,436 
  Interest-bearing                                 512       1,103       1,164 
Federal funds sold and securities 
  purchased under agreements to resell          43,323      52,900      57,590 
-------------------------------------------------------------------------------
    Total cash and cash equivalents            315,219     415,956     331,190 
-------------------------------------------------------------------------------
Trading securities                               9,272      21,207       1,061 
Investment securities           
  Available for sale                           398,250     656,135     546,820 
  Held to maturity                             431,930     416,084     418,513 
  Equity                                        18,244      18,455      19,722 
-------------------------------------------------------------------------------
    Total investment securities                848,424   1,090,674     985,055 
-------------------------------------------------------------------------------
Loans                                        1,387,495   1,179,779   1,118,414 
  Less:  Reserve for loan losses               (16,472)    (19,081)    (19,617)
-------------------------------------------------------------------------------
    Loans, net                               1,371,023   1,160,698   1,098,797 
-------------------------------------------------------------------------------
Property and equipment, net                     66,672      68,471      67,734 
Accounts receivable                             17,449      25,642      14,729 
Accrued income receivable                       27,619      25,354      24,271 
Deferred tax asset, net                         12,368      21,661      23,619 
Other real estate and assets owned, net          2,570       5,328       7,035 
Other assets                                    34,134      48,708      22,392 
-------------------------------------------------------------------------------
    Total assets                            $2,704,750  $2,883,699  $2,575,883 
===============================================================================
           
Liabilities and Shareholders' Investment            
Deposits            
  Noninterest-bearing                       $  572,615  $  728,240  $  639,513 
  Interest-bearing                           1,579,164   1,645,947   1,470,533 
-------------------------------------------------------------------------------
    Total deposits                           2,151,779   2,374,187   2,110,046 
-------------------------------------------------------------------------------
Other borrowings            
  Federal funds purchased and securities
    sold under agreements to repurchase        122,844     139,700      74,702 
  Other                                        136,517      90,452     130,718 
Accrued interest, expenses and taxes            21,458      17,606      16,372 
Accounts payable                                13,734      26,339       9,373 
Other liabilities                                  871       1,035       1,017 
-------------------------------------------------------------------------------
    Total liabilities                        2,447,203   2,649,319   2,342,228 
-------------------------------------------------------------------------------
Shareholders' Investment            
Common stock ($.01 par value; 50,000,000
  shares authorized)                                95          95          95 
--------------------------------------------
               Sept. 30,  Dec. 31, Sept. 30,      
                  1995      1994     1994       
--------------------------------------------
  Shares
   issued      9,488,428 9,488,428 9,483,593      
  Shares
   outstanding 9,468,093 9,474,413 9,483,593      
--------------------------------------------
Capital surplus                                211,041     211,733     211,752 
Retained earnings                               45,795      31,972      28,235 
Treasury stock, at cost _20,335 shares at 
  September 30, 1995 and 14,015 shares at
  December 31, 1994                               (724)       (435)          _ 
Unrealized security gains (losses), net of
  tax                                            3,101      (6,854)     (4,150)
Deferred compensation                           (1,761)     (2,131)     (2,277)
-------------------------------------------------------------------------------
    Total shareholders' investment             257,547     234,380     233,655 
-------------------------------------------------------------------------------
    Total liabilities and shareholders'
      investment                           $ 2,704,750  $2,883,699  $2,575,883 
===============================================================================
           
The accompanying notes are an integral part of these consolidated financial 
statements.           




-------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF INCOME                          Liberty Bancorp, Inc.
-------------------------------------------------------------------------------
September 30 (In thousands,             Nine Months Ended   Three Months Ended
except per share data)                   1995       1994      1995      1994
-------------------------------------------------------------------------------
Interest Income         
  Loans                                $ 82,182   $ 57,849   $29,520   $21,682 
  Investments         
    Taxable                              43,334     40,738    13,174    12,923 
    Nontaxable                            2,566      2,127       926       658 
  Trading                                   162        151        54        49 
  Federal funds sold and other            2,524      1,679       839       645 
-------------------------------------------------------------------------------
      Total interest income             130,768    102,544    44,513    35,957 
-------------------------------------------------------------------------------
Interest Expense         
  Deposits                               57,805     38,044    19,108    13,853 
  Other borrowings                       10,756      6,614     3,848     2,564 
-------------------------------------------------------------------------------
      Total interest expense             68,561     44,658    22,956    16,417 
-------------------------------------------------------------------------------
Net Interest Income                      62,207     57,886    21,557    19,540 
Provision for loan losses                   200          _       200         _ 
-------------------------------------------------------------------------------
Net Interest Income After Provision 
  for Loan Losses                        62,007     57,886    21,357    19,540 
-------------------------------------------------------------------------------
Noninterest Income         
  Trust fees                             11,895     11,941     4,127     3,771 
  Service charges on deposits            11,041     10,635     3,721     3,430 
  Mortgage banking income                 4,649      4,824     1,645     1,434 
  Trading account profits and 
    commissions                           2,840      3,180       918       902 
  Credit card fees                        1,800      1,533       613       545 
  Loan fees                               1,317      1,653       515       384 
  Net securities gains (losses)           6,196        360       193      (129)
  Other                                   8,654      8,741     3,574     2,770 
-------------------------------------------------------------------------------
    Total noninterest income             48,392     42,867    15,306    13,107 
-------------------------------------------------------------------------------
Noninterest Expense         
  Salaries                               31,807     33,003    10,794    10,663 
  Employee benefits                       6,776      7,519     2,254     2,397 
  Equipment                               7,439      6,791     2,476     2,324 
  Occupancy, net                          6,931      6,656     2,476     2,429 
  Professional and other services         5,636      6,307     2,089     2,081 
  Data processing                         5,299      4,891     1,864     1,586 
  Printing, postage and supplies          4,073      3,949     1,238     1,238 
  Deposit insurance assessments           2,283      3,271       (46)    1,116 
  Advertising and business development    2,687      2,608       796       827 
  Amortization of intangibles, including
    purchased mortgage servicing rights   1,805      1,850       623       566 
  Net income from operation of other 
    real estate and assets owned         (2,146)    (1,455)   (1,467)     (409)
  Other                                   9,135      8,169     2,474     2,512 
-------------------------------------------------------------------------------
      Total noninterest expense          81,725     83,559    25,571    27,330 
-------------------------------------------------------------------------------
Income Before Provision  for Income 
  Taxes                                  28,674     17,194    11,092     5,317 
Provision (benefit) for income taxes      9,159     (3,523)    3,581    (5,291)
-------------------------------------------------------------------------------
    Net Income                         $ 19,515   $ 20,717   $ 7,511   $10,608 
===============================================================================
Net Income Per Share - Primary
      and Fully-Diluted                   $1.98      $2.11      $.76     $1.08 
===============================================================================

The accompanying notes are an integral part of these consolidated financial 
statements.        



<TABLE>
-----------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF SHAREHOLDERS' INVESTMENT                                       Liberty Bancorp, Inc.
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                             Unrealized    
                                                                                               Security                   Total
                                                   Common    Capital     Retained   Treasury    Gains      Deferred    Shareholders'
(Dollars in thousands)                              Stock    Surplus     Earnings     Stock    (Losses)   Compensation  Investment
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>     <C>          <C>         <C>       <C>         <C>          <C>
Balance January 1, 1994                              $95     $211,708     $11,785     $  (1)    $ 6,184     $(2,526)     $227,245 
  Net income                                           _            _      20,717         _           _           _        20,717 
  Dividends paid ($.45 per share)                      _            _      (4,267)        _           _           _        (4,267)
  Amortization of deferred compensation                _            _           _         _           _         359           359 
  Change in unrealized gains (losses) on              
    available for sale securities, net of tax          _            _           _         _     (10,334)          _       (10,334)
  Purchase of treasury stock (24,261 shares)           _            _           _      (704)          _           _          (704)
  Common and treasury stock issued              
    (5,723 common and 24,312              
    treasury shares)                                   _           44           _       705           _        (110)          639 
---------------------------------------------------- ------- ------------ ---------- ---------- ----------- ------------ ----------
Balance September 30, 1994                           $95     $211,752     $28,235         _     $(4,150)    $(2,277)     $233,655 
==================================================== ======= ============ ========== ========== =========== ============ ==========

Balance January 1, 1995                              $95     $211,733     $31,972    $ (435)    $(6,854)    $(2,131)     $234,380 
  Net income                                           _            _      19,515         _           _           _        19,515 
  Dividends paid ($.60 per share)                      _            _      (5,692)        _           _           _        (5,692)
  Amortization of deferred compensation                _            _           _         _           _         370           370 
  Change in unrealized gains (losses) on              
    available for sale securities, net of tax          _            _           _         _       9,955           _         9,955 
  Purchase of treasury stock (70,697 shares)           _            _           _    (2,323)          _           _        (2,323)
  Treasury stock issued (64,377 shares)                _         (692)          _     2,034           _           _         1,342 
---------------------------------------------------- ------- ------------ ---------- ---------- ----------- ------------ ----------
Balance September 30, 1995                           $95     $211,041     $45,795    $ (724)    $ 3,101     $(1,761)     $257,547 
==================================================== ======= ============ ========== ========== =========== ============ ==========

<FN>
The accompanying notes are an integral part of these consolidated financial statements.              
</TABLE>


-------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS    Liberty Bancorp, Inc.
-------------------------------------------------------------------------------
First nine months (In thousands)                             1995       1994
-------------------------------------------------------------------------------
Cash provided (absorbed) by operating activities    
Net income                                                 $ 19,515   $ 20,717 
Adjustments to reconcile net income to net cash provided
 (absorbed) by operating activities:    
    Provisions for losses                                     1,990          _ 
    Provision for income taxes                                9,159     (3,523)
    Depreciation and amortization                             8,020      6,873 
    Net amortization of investment securities                 4,266     10,155 
    Gain on sale of assets                                  (11,247)    (6,295)
    Change in trading account securities                     16,184      4,491 
    Loans made for purposes of resale                       (68,434)  (110,983)
    Proceeds from sale of loans held for resale              44,341     64,565 
    Change in accrued interest, expenses and taxes, 
      accounts payable and other liabilities                 (5,517)    (3,250)
    Change in accrued income receivable, accounts 
      receivable and other assets                             5,636      2,535 
-------------------------------------------------------------------------------
      Net cash provided (absorbed) by operating activities   23,913    (14,715)
-------------------------------------------------------------------------------
    
Cash provided (absorbed) by investing activities    
  Proceeds from maturities and paydowns on    
    Available for sale securities                           135,219     98,397 
    Held to maturity securities                              61,851     54,875 
  Proceeds from sales of    
    Available for sale securities                           560,648    701,871 
    Equity securities                                        17,726        122 
  Purchases of    
    Available for sale securities                          (421,077)  (601,932)
    Held to maturity securities                             (81,535)   (14,428)
    Equity securities                                       (13,339)      (641)
  Change in net loans made by bank subsidiaries            (184,375)  (133,336)
  Principal payments received on loans made by parent    
    company and nonbank subsidiaries                          3,493      3,721 
  Loans made to customers by nonbank subsidiaries            (4,550)    (4,970)
  Expenditures for property and equipment                    (3,964)    (8,596)
  Proceeds from sale of property and equipment                   22         40 
  Sale proceeds and collections from other real estate and     
    assets acquired in settlement of loans                    5,272      5,543 
  Sales of mortgage servicing contracts                           _        287 
  Purchases of mortgage servicing contracts                    (169)      (205)
-------------------------------------------------------------------------------
     Net cash provided by investing activities               75,222    100,748 
-------------------------------------------------------------------------------
    
Cash provided (absorbed) by financing activities    
  Change in savings and demand deposits                    (162,556)   (70,176)
  Change in time deposits                                   (59,852)    55,078 
  Change in short-term borrowings                            29,209    (72,692)
  Proceeds from issuance of common and treasury stock         1,342        639 
  Purchase of treasury stock                                 (2,323)      (704)
  Dividends paid on common stock                             (5,692)    (4,267)
-------------------------------------------------------------------------------
     Net cash provided (absorbed) by financing activities  (199,872)   (92,122)
-------------------------------------------------------------------------------
   Net change in cash and cash equivalents                 (100,737)    (6,089)
   Cash and cash equivalents at beginning of year           415,956    337,279 
-------------------------------------------------------------------------------
   Cash and cash equivalents at September 30               $315,219   $331,190 
===============================================================================
Additional cash flow information    
  Interest paid                                             $69,324    $43,921 
  Income tax paid                                             5,059      2,067 
  Income tax refunded                                         1,508          _ 
  Noncash items included in investing activities    
    Net loans transferred to (from) other real estate
      and assets owned                                          154       (278)
    Loans made to finance the sale of other real estate
      and assets owned                                            _        980 
    
The accompanying notes are an integral part of these consolidated financial 
statements.    


Note 1  Accounting Policies

	The condensed financial statements included herein have been prepared by 
Liberty Bancorp, Inc. ("Liberty") without audit, and include all adjustments 
which, in the opinion of management, are of a normal recurring nature and are 
necessary to present fairly the results of the interim periods, pursuant to the 
rules and regulations of the Securities and Exchange Commission.  Certain 
information and footnote disclosures, normally included in financial statements 
prepared in accordance with generally accepted accounting principles, have been 
condensed or omitted pursuant to such rules and regulations.  Certain 
reclassifications have been made to provide consistent financial statement 
classifications in the periods presented herein.  Such reclassifications had no 
effect on net income or total  assets.

	It is suggested that these condensed financial statements be read in 
conjunction with the financial statements and the notes thereto included in 
Liberty's 1994 annual report on Form 10-K.


Note 2  Earnings Per Share

	Earnings per share are calculated using Liberty's weighted average common 
and common-equivalent shares (primarily stock options) outstanding during the 
periods.  The weighted average number of shares used to compute primary and 
fully-diluted earnings per share are presented below.

-------------------------------------------------------------------------------
September 30 (In thousands)          Nine Months Ended       Three Months Ended
                                       1995     1994           1995     1994
-------------------------------------------------------------------------------
Weighted average shares outstanding
  Primary                              9,844    9,806          9,876    9,825
  Fully-diluted                        9,872    9,831          9,887    9,835



Liberty Bancorp, Inc.
Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                      LIBERTY BANCORP, INC.


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

Dated: November 14, 1995