UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

                          FORM 10-K/A
                       Amendment No. 1

      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE 
             SECURITIES EXCHANGE ACT OF 1934
         For the fiscal year ended December 31, 1996

               Commission File Number 0-12709

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

         Oklahoma                             73-1218204
  (State of incorporation)                 (I.R.S. employer      
                                        identification number)

                     100 North Broadway
                   Oklahoma City, OK 73102
     (Address of principal executive offices and zip code)

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:   
Common Stock, $.01 par value
      (Title of Class)

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

Indicate by check mark if disclosure of delinquent filers 
pursuant to Item 405 or Regulation S-K is not contained herein, 
and will not be contained, to the best of registrant's knowledge, 
in definitive proxy or information statements incorporated by 
reference in Part III of this Form 10-K or any amendment to this 
Form 10-K [   ].

As of March 1, 1997, Registrant had 9,578,440 shares of Common 
Stock outstanding.

As of March 1, 1997, the aggregate market value of the 
Registrant's Common Stock held by nonaffiliates, was 
approximately $259.3 million.

	This Amendment is being filed to provide the information required 
by Part III.

                         PART III

ITEM 10.     Directors and Executive Officers of the Registrant

Directors

     Certain information concerning the Board of Directors of the 
Company is set forth below based on information supplied by the 
directors:

<TABLE>
<CAPTION>                                                                                        
                                                                                      Term
                                Principal Occupation,                   First Year    Expires
                                Directorships of Other                  Became a      as a
Name                            Public Companies and Age                Director      Director
<S>                             <C>                                     <C>           <C>
Donald L. Brawner, M.D.         Retired Surgeon, Tulsa, OK; age 72        1984         1998


Thomas G. Donnell               President and Chief Executive Officer,    1990         1999
                                Cain's Coffee Company (manufacturer 
                                and distributor of coffee, spices and 
                                related products), Oklahoma City, OK;
                                age 63

Robert S. Ellis, M.D.           Physician, Oklahoma Allergy Clinic,       1990         1997
                                Oklahoma City, OK;  age 70                    

Charles W. Flint, III           Chairman & President, Flint               1995         1998
                                Resources Company; Chairman,
                                Flint Industries, Inc. (commercial
                                construction), Tulsa, OK; age 46

William F. Fisher, Jr.          Chairman, President and Chief             1990         1999
                                Executive Officer, FISHERCORP, 
                                Inc., which owns Miss Jackson's               
                                (department store), Tulsa, OK; age 57

James L. Hall, Jr.              Member, Crowe & Dunlevy, A                1990         1998
                                Professional Corporation
                                (attorneys), Oklahoma City, OK; age 60

Raymond H. Hefner, Jr.          President, Bonray, Inc.;                  1986         1998
                                (oil and gas investments)
                                President, HBH Holding Corporation
                                (investments); age 69

Walter H. Helmerich, III        Chairman, Helmerich & Payne, Inc.         1984         1999
                                (petroleum exploration and production,
                                contract drilling, chemical manufactur-
                                ing, real estate development and
                                management); Director, Rikwell Company
                                and Atwood Oceanics, Inc., Tulsa, OK;
                                age 74

Joseph S. Jankowsky             Private Investor, Tulsa, OK; age 62       1990         1999

Edward F. Keller                Senior Vice President of the Company      1996         1997
                                and Vice Chairman of Liberty Tulsa,
                                Tulsa, OK; age 56

John E. Kirkpatrick             Private Investor; Chairman Emeritus of    1984         1999
                                the Company, Oklahoma City, OK; age 88

Judy Z. Kishner                 Senior Vice President, Sooner Pipe        1994         1997
                                & Supply Corporation (oilfield pipe
                                and supply), Tulsa, OK; age 49

David L. Kyle                   President and Director, Oklahoma Natural  1994         1997
                                Gas Company (natural gas distribution
                                public utility), Tulsa, OK; page 44

Edward C. Lawson, Jr.           President, Lawson Petroleum Company       1990         1997
                                (oil and gas drilling, exploration and
                                production), Tulsa, OK; age 63

Herb Mee, Jr.                   President and Director, The Beard         1990         1998
                                Company (dry ice manufacturing, real
                                estate and environmental services), 
                                Oklahoma City, OK; age 68

Charles E. Nelson               Chairman and Chief Executive Officer      1990         1997
                                of the Company and Chairman,
                                President and Chief Executive Officer
                                of Liberty Oklahoma City,
                                Oklahoma City, OK; age 54

William G. Paul                 Member, Crowe & Dunlevy, A                1984         1997
                                Professional Corporation                                         
                                (attorneys), Oklahoma City, OK;                                  
                                age 66

V. Lee Powell                   President and Director, Fremont           1990         1998
                                Exploration, Inc. and Powell
                                Resources, Inc. (oil and gas
                                exploration), Oklahoma City, OK;
                                age 63

Jon R. Stuart                   President and Chief Executive             1988         1998
                                Officer, First Stuart Corporation
                                (radio broadcasting and investments
                                in commercial real estate and oil and
                                gas properties), Tulsa, OK; age 48

Clifton L. Taulbert             President and Owner, The Freemount        1995         1998
                                Corp. (a marketing and consulting
                                company), Tulsa, OK; age 52

W. H. Thompson, Jr.             President of the Company and Chairman     1996         1997
                                and Chief Executive Officer of
                                Liberty Tulsa, Tulsa, OK; age 62

Robert E. Torray                Birmingham Capital Management Company,    1988         1999      
                                Inc.; and Chairman, Energy Recovery
                                Management, Inc., Bethesda, Maryland;
                                age 59

J. Otis Winters                 Chairman, Pate, Winters & Stone, Inc.     1995         1998
                                (a consulting firm), Dallas, TX; age 64

John S. Zink                    President, Zeeco, Inc.                    1990         1999
                                (manufacturer of industrial,
                                combustion equipment), 
                                Tulsa, OK; age 68
</TABLE>
___________________
Each director of the Company also serves as a director of the 
Company's two principal bank subsidiaries ("Subsidiary Banks"), 
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").

     The principal occupations or business activities of all 
nominees and directors listed above during the past five years 
have been substantially the same as those listed above, except as 
set forth below.  Prior to February 15, 1996, Mr. Edward F. 
Keller served as Chairman of Bank IV Oklahoma, N.A. from 1992 
until January 31, 1996.  Prior to his service with Bank IV 
Oklahoma, N.A., he served as Chairman of Fourth National Bank of 
Tulsa from 1982 until 1992.  Prior to June, 1995, Mr. John E. 
Kirkpatrick, a private investor, was a partner of Kirkpatrick Oil 
Company.  Mr. Kirkpatrick sold his interest to a family member in 
June, 1995.  Mr. Charles W. Flint, III, held several senior 
executive positions with various subsidiaries of Flint Resources 
Company prior to becoming President and Chairman in June, 1992.  
In addition to the positions listed for Mr. Raymond H. Hefner, 
Jr., he was a general partner of Hefner Enterprises from November 
1986 to December 1996.  Prior to becoming President in September, 
1994,  Mr. David L. Kyle occupied other senior executive 
positions with Oklahoma Natural Gas Company.  Mr. William G. 
Paul, attorney and member of Crowe & Dunlevy, served as Senior 
Vice President and General Counsel for Phillips Petroleum Company 
until December, 1995.

     The following family relationships exist between executive 
officers and directors of the Company:  Mr. Walter H. Helmerich, 
III, a director of the Company, is the brother in-law of Mr. J. 
Otis Winters who is a director of the Company.  Mr. Walter H. 
Helmerich, III, a director of the Company, is the father of Mr. 
W. H. (Rik) Helmerich, IV, an advisory director of the Company.  
Mr. Charles W. Flint, III, a director of the Company, is the son 
of Mr. C. W. Flint, Jr., a director emeritus.  Mrs. Judy Z. 
Kishner, a director of the Company, is the daughter of Mr. Henry 
Zarrow, a director emeritus.

Advisory Directors

     The Board of Directors, by resolution, has established a 
group of Advisory Directors of the Company and has appointed the 
persons described below to serve in such capacity.  Advisory 
Directors of the Company serve in an advisory capacity to the 
Board of Directors of the Company and are designated annually, 
but are not elected by the shareholders and are not entitled to 
vote.  Persons serving as Advisory Directors of the Company will 
also serve as Advisory Directors of each of the Subsidiary Banks.

     W. H. (Rik) Helmerich, IV, age 44, is President of Pepper's 
Inc. restaurant located in Tulsa, Oklahoma.

      William N. Pirtle, age 64, is retired, having formerly 
served as Senior Vice President of Oklahoma Natural Gas Company 
in Oklahoma City, Oklahoma.

Executive Officers

     Certain information concerning the executive officers of the 
Company is set forth below:

     In addition to Charles E. Nelson, the Company's Chairman and 
Chief Executive Officer, the following officers of the Company or 
its subsidiaries serve on the Company's Managing Committee, which 
is the senior management committee responsible for the 
development and implementation of Company policies, subject to 
approval of the Board of Directors, when appropriate.  Mr. Nelson 
has been with the Company for 8 years.

     William M. Bell, age 61, is Senior Vice President of the 
Company and Vice Chairman of Liberty Oklahoma City and is 
responsible for the Company's trust services and operations.  Mr. 
Bell has been with the Company for 31 years and has served as a 
director of Liberty Oklahoma City for 24 years.

     Kenneth R. Brown, age 60, is Senior Vice President and 
Secretary of the Company and is responsible for the investments 
and the capital markets activities of the Company.  He also 
serves as Executive Vice President, Secretary and Cashier of 
Liberty Oklahoma City.  Mr. Brown has been with the Company for 
39 years.

     Mischa Gorkuscha, age 50, is Senior Vice President and Chief 
Financial Officer of the Company, Chairman of Liberty Mortgage 
Company and Executive Vice President and Chief Administrative 
Officer of Liberty Oklahoma City.  Mr. Gorkuscha has been with 
the Company for 20 years.

    Edward F. Keller, age 56, is Senior Vice President of the 
Company and Vice Chairman of Liberty Tulsa.  Prior to his 
employment with the Company, Mr. Keller served as Chairman of 
Fourth National Bank, Tulsa, Oklahoma from 1982-1992 and as 
Chairman of Bank IV Oklahoma, N.A. from 1992 until January 31, 
1996.

     W. Jeffrey Pickryl, age 45, is Senior Vice President and 
Chief Credit Officer of the Company and was elected President of 
Liberty Tulsa in November, 1993.  Mr. Pickryl has been with the 
Company for 13 years.

     Stephen D. Plunk, age 46, is Senior Vice President of the 
Company and Executive Vice President of Liberty Oklahoma City.  
Mr. Plunk served as President of Liberty Tulsa from March, 1990, 
to November, 1993.  Mr. Plunk has oversight responsibility for 
the Company's operations and data processing activities as well 
as its special assets operations.  Mr. Plunk has been with the 
Company for 12 years.

     Douglas L. Ruhl, age 48, is Senior Vice President of the 
Company and is responsible for its retail banking.  He is also 
Executive Vice President of Liberty Oklahoma City.  Mr. Ruhl has 
been with the Company for 9 years.

     W. H. Thompson, Jr., age 62, is President of the Company and 
Chairman and Chief Executive Officer of Liberty Tulsa.  Mr. 
Thompson has been a director of Liberty Tulsa since 1978, and is 
responsible for the Company's human resources functions and its 
commercial banking and credit administration activities.  Mr. 
Thompson has been with the Company 7 years.

     All executive officers and senior officers serve at the 
pleasure of the Board of Directors.

Compliance with SEC Reporting Requirements

     Section 16 of the Securities Exchange Act of 1934 requires 
directors and certain officers of the Company to file reports 
with the Securities and Exchange Commission reflecting 
transactions by such persons in the Company's Common Stock.  
During 1996, to the knowledge of the Company, or based on 
information provided by such persons to the Company, all officers 
and directors of the Company subject to such filing requirements 
fully complied with such requirements.

ITEM 11.     Executive Compensation

Summary of Cash and Certain Other Compensation

     The following table provides certain summary information 
concerning compensation paid or accrued by the Company and its 
subsidiaries, to or on behalf of the Company's Chief Executive 
Officer and each of the four other most highly compensated 
executive officers of the Company (determined as of the end of 
the last fiscal year) (hereafter referred to as the named 
executive officers) for the fiscal years ended December 31, 1994, 
1995 and 1996:


<TABLE>
<CAPTION>
                                        SUMMARY COMPENSATION TABLE

                                                        Annual                Long Term
                                                    Compensation(1)         Compensation
                                                                        Restricted               All
                                                                        Stock                    Other
Name and Principal Position                  Year  Salary     Bonus     Awards(2)  Options(#) Compensation(3)
<S>                                          <C>   <C>       <C>         <C>       <C>         <C>
Charles E. Nelson                            1996  $400,002  $143,734    $     0      -0-      $373,340
  Chairman, Chief Executive Officer          1995  $369,000  $138,320    $ 5,414   60,000      $322,604
  and Director of the Company and Chairman,  1994  $369,000  $ 95,250    $ 5,715      -0-      $ 30,031
  President and Chief Executive Officer of  
  Liberty Oklahoma City
W. H. Thompson, Jr.                          1996  $243,000  $ 90,611    $     0      -0-      $263,067
  President and Director of the Company and  1995  $243,000  $ 88,525    $ 2,750   36,000      $257,028
  Chairman and Chief Executive Officer of    1994  $243,000  $ 63,775    $ 2,551      -0-      $ 64,336
  Liberty Tulsa 
William M. Bell                              1996  $190,728  $ 61,821    $     0      -0-      $128,453
  Senior Vice President-Trust of the         1995  $190,728  $ 61,646    $   422   17,000      $111,151
  Company and Vice Chairman of Liberty       1994  $190,728  $ 44,033    $   880      -0-      $ 24,902
  Oklahoma City
Kenneth R. Brown                             1996  $172,902  $ 61,575    $     0      -0-      $ 95,653
  Senior Vice President-Investments and      1995  $155,796  $ 61,646    $ 1,408   17,000      $ 55,051
  Secretary of the Company and Executive     1994  $155,796  $ 44,033    $   175      -0-      $ 22,456
  Vice President, Secretary and Cashier
  of Liberty Oklahoma City
Mischa Gorkuscha                             1996  $173,130  $ 62,139    $     0      -0-      $ 27,719
  Senior Vice President and Chief Financial  1995  $151,260  $ 61,646    $ 2,342   17,000      $ 25,474
  Officer of the Company, Chairman of        1994  $151,260  $ 44,033    $   968      -0-      $ 21,933
  Liberty Mortgage Company and Executive 
  Vice President and Chief Administrative
  Officer of Liberty Oklahoma City
</TABLE>
_____________________________________________


(1)  Personal benefits provided to each of the named executive 
officers under various Company programs do not exceed 10% of 
total annual salary and bonus reported for the named executive 
officer and are not included in this total.

(2)  Amounts represent awards made pursuant to the Company's 
Management Incentive Bonus Plan.  Restricted stock awards in 1992 
vest over five years at the rate of 20% per year.  Awards for 
1993 vested on December 15, 1994.  Awards for 1994 were made on 
January 18, 1995, and vested on January 18, 1996.  Awards for 
1995 were made on December 20, 1995 and vest on December 20, 
1996.  The number of shares included in the awards for 1995, 
1994, and 1993 for each officer are as follows:  Mr. Nelson --
145, 192, and 918; Mr. Thompson -- 74, 85, and 665; Mr. Bell -- 
11, 29, and 499; Mr. Brown -- 37, 5, and 463; and Mr. Gorkuscha -
- 63, 32, and 469.  The value of the restricted stock awarded to 
each of the named executive officers is based on the closing sale 
price per share of the Company's Common Stock reported in the 
NASDAQ National Market System for the thirty-day period 
immediately preceding the date of grant of the award as provided 
under the Management Incentive Bonus Plan.  Dividends are paid on 
shares of restricted stock.  As of December 31, 1996, the number 
and market value of shares of restricted stock holdings of each 
named executive officer (which excludes shares previously awarded 
but are no longer restricted) was as follows:  Mr. Nelson -- 335 
shares, $16,666; Mr. Thompson -- 241 shares, $11,990; Mr. Bell -- 
119 shares, $5,920; Mr. Brown -- 140 shares, $6,965; and Mr. 
Gorkuscha -- 148 shares, $7,363.

(3)  Amounts represent Company contributions pursuant to the 
Company's Profit Sharing, Salary Deferral and Employee Stock 
Ownership Plan and Supplemental Executive Retirement Plan. 

Option Grants, Exercises and Holdings

    There were no stock options granted during the year ended 
December 31, 1996 under the Company's 1990 Stock Option Plan, as 
amended, to the named executive officers:

     The following table provides information, with respect to 
the named executive officers, concerning the exercise of options 
during the Company's last fiscal year and unexercised options 
held as of the end of the last
fiscal year:

<TABLE>
<CAPTION>
OPTION EXERCISES AND YEAR-END VALUE TABLE

                         Shares                       Number of Unexercised      Value of Unexercised In-the-
                        Acquired                      Options at FY-End (#)        Money Options at FY-End
Name                 on Exercise(#)  Realized($)   Exercisable   Unexercisable  Exercisable(1)  Unexercisable(1)
<S>                     <C>            <C>          <C>              <C>          <C>             <C>      
Charles E. Nelson       15,040         $561,744     104,179          64,000       $3,319,361      $1,138,750
W. H. Thompson, Jr.      2,200         $ 60,995      66,300          38,600       $2,137,515      $  695,900
William M. Bell          1,409         $ 52,626      47,238          20,400       $1,557,054      $  379,850
Kenneth R. Brown         8,950         $222,583      37,100          20,400       $  954,300      $  379,850
Mischa Gorkuscha         1,000         $ 24,475      42,605          20,400       $1,384,012      $  379,850
<FN>
____________

(1)  Market value of underlying shares of Common Stock at year-end ($49.75 
per share), minus the exercise price.
</TABLE>


Supplemental Executive Retirement Plan

     The Company has a Supplemental Executive Retirement Plan 
("SERP") for the benefit of certain executive officers of the 
Company to supplement the benefits otherwise available to such 
officers under the Company's Profit Sharing, Salary Deferral and 
Employee Stock Ownership Plan ("Retirement Plan").  The SERP has 
been developed to provide additional retirement benefits to 
senior executives due to limitations on the amount which the 
Company may contribute to the Retirement Plan and because 
benefits under the Retirement Plan are dependent upon market 
fluctuations of the investments in the Retirement Plan, which 
consist largely of Common Stock of the Company.  The SERP is 
designed to provide benefits not dependent on the Company's 
Common Stock value and with a guaranteed minimum benefit if the 
Retirement Plan benefit does not reach such minimum benefit 
level.

     The benefit under the SERP is equal to the vested percentage 
of the accumulated contributions made by the Company to the trust 
established under the Plan (adjusted for any investment income, 
gains or losses) with a guaranteed minimum benefit.  The minimum 
benefit under the SERP is equal to the actuarial equivalence of a 
lifetime annual payment equal to a specified percentage of the 
executive's final earnings, at normal retirement, defined as the 
higher of (i) total cash compensation for the last year or (ii) 
average total cash compensation for the last three years.  The 
minimum benefit is reduced to the extent the executive's service 
is terminated prior to normal retirement, pro rata based on the 
length of service of the executive from inception of employment 
to the termination of service date.  The specified minimum 
percentage benefit is generally 60% and the normal retirement age 
is 65 (except for Mr. Nelson whose normal retirement age for 
purposes of the SERP is 62).

     The Company makes annual contributions to a trust 
established under the SERP at a rate of 7% of each participating 
executive's salary (less the amount of any discretionary profit 
sharing contributions under the Retirement Plan) or, if greater, 
an amount equal to the amount necessary to fund the minimum 
benefit at the executive's normal retirement date.  Amounts 
contributed by the Company are held by Liberty Oklahoma City, as 
trustee, and will be invested by the trustee in such investments 
as the trustee determines, with any income or appreciation earned 
thereon inuring ultimately to the benefit of a participating 
executive.  Benefits under the SERP vest at the rate of 20% a 
year over five years commencing on January 1, 1993, or in the 
event of a change in control.  The benefit is payable in a lump 
sum immediately following termination of service, or in annual 
installments up to 10 years if the participant has properly 
elected installments, and in the case of the minimum benefit, the 
amount payable is offset by the amount payable to the executive 
under the Retirement Plan.

     The precise amount payable under the SERP to participating 
executive officers is not determinable because it is dependent 
upon the amounts contributed to the trust under the SERP as well 
as the value of the executive's benefits under the Retirement 
Plan at the time of termination of service.

Compensation of Directors

During 1995, all employee directors of the Company received $750 
for each Board meeting attended.  Each director who served as a 
member of a committee received $150 for each committee meeting 
attended and the chairman of each committee received an 
additional $100 for each meeting chaired.

Shareholder Return Performance

     Set forth below is a line graph comparing the yearly 
percentage change in the cumulative total shareholder returns on 
the Company's Common Stock against the cumulative total return of 
the NASDAQ Stock Market U.S. Companies Index and the NASDAQ Bank 
Stocks Index compiled by Media General Financial Services for the 
period of five fiscal years commencing December 31, 1991, and 
ended December 31, 1996.  The line graph assumes that the value 
of the investment in the Company's Common Stock and each index 
was $100 on December 31, 1991, and that any dividends were 
reinvested.

                                       Cumulative Total Return
                              --------------------------------------------
                                               December 31

                              1991    1992    1993    1994    1995    1996
                              ----    ----    ----    ----    ----    ----
LIBERTY BANCORP, INC.         100    224.07  209.41  221.25  291.25  399.70

NASDAQ BANKING INDEX          100    145.55  165.99  165.39  246.33  325.66

NASDAQ MARKET INDEX           100    116.38  133.60  130.59  184.68  227.15


Compensation Committee Interlocks and Insider Participation

     The Human Resources and Compensation Committee of the Board 
of Directors is currently composed of William G. Paul (Chairman), 
Charles W. Flint, III, James L. Hall, Jr., David L. Kyle, V. Lee 
Powell and Robert E. Torray.  The members of the Human Resources 
and Compensation Committee are not, and have never been, officers 
or employees of the Company or its subsidiaries.

     James L. Hall, Jr. and William G. Paul, directors of the 
Company and members of the Human Resources and Compensation 
Committee, are members of the law firm of Crowe & Dunlevy, A 
Professional Corporation, which provides legal services to the 
Company and its subsidiaries.

Human Resources and Compensation Committee Report on Executive 
Compensation

     The Human Resources and Compensation Committee of the Board 
of Directors (the "Committee") is primarily responsible for the 
development and implementation of the Company's executive 
compensation programs consistent with the compensation philosophy 
approved by the Board of Directors in 1992, as a part of a 
comprehensive review of the Company's executive compensation 
program.  The Committee makes recommendations to the Board of 
Directors of the Company with respect to the various executive 
compensation plans which have been adopted by the Company as well 
as the specific compensation levels of executive officers.  The 
Committee periodically reviews the Company's strategic plan to 
assure that the executive officer compensation programs support 
the objectives of the plan.  The Board of Directors oversees the 
Committee by ratification and approval of Committee actions or 
recommendations.

Base Salaries

     Base salary levels for the Company's executive officers are 
set relative to comparably sized and situated companies in the 
banking industry.  It is the objective of the Company to maintain 
base salaries that are market-centered or, on the average, 
competitive with amounts paid to senior executives with 
comparable qualifications, experience and responsibilities at 
other companies engaged in the same or similar business as the 
Company.

Annual Incentive Compensation

     Annual incentive compensation was accrued in 1996, under the 
Company's Management Incentive Bonus Plan (the "Bonus Plan") 
adopted in 1992.  The purpose of the Bonus Plan is to attract, 
retain and motivate key executives by providing a direct 
financial incentive in the form of an annual cash bonus and 
restricted stock compensation in such proportion as the Committee 
determines upon the achievement of predetermined performance 
goals.  The Bonus Plan provides for incentive compensation up to 
a maximum percentage of an executive's salary (as defined in the 
Bonus Plan).  In 1996, the Committee recommended, and the Board 
approved, Company performance objectives based on asset quality 
and return on assets and reviewed the individual performance 
objectives of each executive officer permitting bonuses of up to 
45% of salary, the same as the maximum bonus percentage in 1995. 
 At the end of the year, the Committee reviewed the performance 
grades of individual officers and authorized payment of bonuses 
under the Bonus Plan based on the results of such review.  
Bonuses under the Bonus Plan for the named executives 
approximated 38.2% of salary for 1995.  All bonuses under the 
Bonus Plan for 1996 were paid in cash.

Equity Incentives

     The Company's 1990 Stock Option Plan, as amended, ("Plan"), 
and the restricted stock payout provision of the Bonus Plan 
comprise the bases of the Company's long-term equity incentive 
plans for executive officers.  No options were granted to named 
executive officers in 1996.

     The Company provides welfare benefits and retirement 
benefits to the executive officers that are generally available 
to Company employees.  The Company contributions to the Profit 
Sharing, Salary Deferral and Employee Stock Ownership Plan and 
Trust Agreement ("Retirement Plan") are invested exclusively in 
Common Stock of the Company.  Thus, the Retirement Plan design 
aligns employees' and shareholders' long-term financial 
interests.  

Chief Executive Officer Compensation

     Mr. Charles E. Nelson has served as Chief Executive Officer 
of the Company since his election in 1990.  His base salary paid 
in fiscal year 1996 was $400,002 which reflects an 8.4% increase 
from his $369,000 salary which had been in effect since 1993.  
This increase was designed to bring Mr. Nelson's salary in line 
with peer group levels.  Mr. Nelson's bonus for 1996 under the 
Bonus Plan was $143,734.  Mr. Nelson's bonus was based primarily 
on the achievement of the Company performance objectives and, to 
a lesser extent, on his individual performance objectives which 
were reviewed and graded by the Human Resources and Compensation 
Committee.  Mr. Nelson's bonus in 1996 was unchanged from his 
1995 bonus.

Termination of Employment and Change in Control Arrangements

On December 28, 1996, the Company entered into a merger agreement 
(the "Merger Agreement") with BANC ONE CORPORATION ("BANC ONE") 
pursuant to which the Company would be merged into a subsidiary 
of BANC ONE (the "Merger").  When the Merger is consummated (the 
"Effective Time") the shareholders of the Company will receive 
1.175 shares of BANC ONE Common Stock for each share of Company 
Common Stock (the "Exchange Rate").

Change in Control Bonus Pool.  In connection with its approval of 
the Merger, on December 27, 1996, the Board of Directors of the 
Company approved a bonus pool equal to 3% of the market 
capitalization of Company (based on the value of the 
consideration to be received in the Merger determined by the 
Exchange Rate and the closing price of BANC ONE Common Stock on 
the date immediately preceding the date of the Merger Agreement) 
in excess of the capitalization of the Company at $40.00 per 
share.  Based on such formula, the total bonus pool is $3.6 
million.  Of this amount, $1.5 million is payable to Mr. Nelson, 
$1.25 million is payable to Company's Chief Financial Officer, 
Mischa Gorkuscha, and the remainder of $850,000 is payable to 
such executive officers of the Company and in such amounts as the 
Board of Directors or Executive Committee of the Company shall 
specify from time to time prior to the Effective Time.  As of the 
date of this Report, no additional executive officers of Company 
have been selected as recipients of such bonuses.  The bonuses 
are payable upon consummation of the Merger.  The change in 
control bonuses are intended to reward executive officers for 
their skills and efforts in negotiating the terms of the Merger 
and obtaining superior value for the Company's shareholders.

Employment Agreements.  In connection with its approval of the 
Merger on December 27, 1996, the Board of Directors of the 
Company also approved employment agreements (the "Employment 
Agreements) between Company and each of Mr. Nelson and Mr. 
Gorkuscha (the "Executives").  The Employment Agreements become 
effective at the Effective Time and are intended to mitigate the 
uncertainties of future employment prospects for the Executives 
in connection with the Merger.  If the Merger is consummated, the 
Employment Agreements will supersede the existing severance 
agreements with each of Messrs. Nelson and Gorkuscha as described 
below under "--Severance Plan."  Under the terms of the 
Employment Agreements, the Company agrees to employ the 
Executives for a period of three years following the Effective 
Time.  During this period, the Executive's position, authority, 
status and responsibilities will be at least commensurate with 
those which the Executive had during the 120-day period preceding 
the Effective Time.  The Employment Agreements provide for each 
Executive to receive a monthly base salary equal to or greater 
than his highest monthly base salary during the year prior to the 
Effective Time, an annual bonus in cash at least equal to the 
highest bonus paid to the Executive in any of the three years 
immediately preceding the consummation of the Merger (the 
"Highest Annual Bonus") and incentive, savings, welfare benefit, 
fringe benefit and retirement plan participation at least equal 
to the most favorable which were in effect during the 120 day 
period prior to the Effective Time.  In Mr. Nelson's case, the 
Employment Agreement also provides credit for age and service 
under the Company's Supplemental Executive Retirement Plan 
(described above) to age 62 to be granted as of the Effective 
Time.  The Employment Agreements are terminable upon the death or 
disability of the Executive, by the Company for cause (as defined 
in the Employment Agreements), by the Executive for good reason 
(as defined in the Employment Agreements) or by either the 
Company or the Executive for any reason other than death, 
disability or cause, including voluntarily by the Executive, for 
a period of 30 days after the first anniversary of the Effective 
Time (the "Window Period").  In the event of the termination of 
employment by the Company other than for cause, by the Executive 
for good reason or by the Company or the Executive during the 
Window Period, the Executive will receive a severance payment 
equal to three times the sum of the Executive's annual base 
salary and Highest Annual Bonus and continuation of health and 
welfare benefits for three years after the date of termination.

If severance payments were required to be made to the Executives 
(assuming a termination of service as of April 1, 1997), the 
amount of the severance payments are estimated to be 
approximately $1,740,000 to Mr. Nelson and approximately $777,000 
to Mr. Gorkuscha.  Pursuant to the Employment Agreements, each 
Executive is also entitled to receive a gross-up payment which, 
net of all taxes, is sufficient to put the Executive in the same 
after-tax position as if no excise tax had been imposed under 
Section 4999 of the Internal Revenue Code on any payments 
received by the Executive under his Employment Agreement.

Severance Plan.  The Company has a Severance Compensation Plan 
adopted in 1993 (the "Severance Plan") in which seven executive 
officers of Company or its subsidiaries, excluding Messrs. Nelson 
and Gorkuscha, participate.  Messrs. Nelson and Gorkuscha are 
participants in the Severance Plan, but their participation will 
cease upon consummation of the Merger when the Change in Control 
Employment Agreements (described above) become effective.  The 
other executive officers who participate in the Severance Plan 
are the remaining members of the Company's Managing Committee, 
Messrs. William M. Bell, Kenneth R. Brown, Edward F. Keller, W. 
Jeffrey Pickryl, Stephen D. Plunk, Douglas L. Ruhl and W. H. 
Thompson, Jr.  The Severance Plan provides for a severance 
payment to the participating executives if their employment with 
the Company or a successor is terminated within two years 
following a change in control (as defined in the Plan).  The 
termination of employment must be involuntary for reasons other 
than death, disability or cause (as defined in the Plan) or 
voluntarily with good reason (as defined in the Plan, which 
includes reduction in compensation, relocation or demotions).  
The amount of severance payments payable under this Plan is equal 
to two times a participant's average cash compensation for the 
two years immediately preceding the termination and may in no 
event be greater than the amount that would be deductible by the 
Company under applicable Internal Revenue Code (golden parachute) 
payment limitations after taking into consideration all payments 
to a participant covered by such limitations (such as payments 
deemed to have been received due to any acceleration of vesting 
of stock options, restricted stock, grants or other benefits).  
In connection with the approval of the Merger on December 27, 
1996, the Company's Board of Directors approved a modification to 
the severance arrangements with W. H. Thompson, Jr. to eliminate 
the deductibility limitation on payments to him and to provide 
further that the Company would pay Mr. Thompson a gross-up 
payment calculated in the same manner as the gross-up payment for 
Mr. Nelson and Mr. Gorkuscha.  BANC ONE has agreed to honor the 
Company's obligations under the Severance Plan.

The consummation of the Merger will constitute a change in 
control under the Severance Plan.  A severance payment will be 
made to a participant in the Severance Plan only if a qualifying 
termination occurs with respect to such participant.  If, 
pursuant to the existing Severance Plan, severance payments were 
required to be made to each of the participants under the 
Severance Plan (assuming a termination of service on April 1, 
1997), the amount of such severance payments would be 
approximately $668,000, $505,000 and $462,000 for Messrs. W. H. 
Thompson, Jr., William M. Bell and Kenneth R. Brown, 
respectively, and $3,266,000 for all participating executive 
officers as a group (consisting of seven persons).  It is 
anticipated that some of the participants in the Severance Plan 
will not continue in the employment of BANC ONE following the 
consummation of the Merger and will, therefore, receive severance 
payments under the Severance Plan and that other participants in 
the Severance Plan will continue in their current positions or 
accept other positions with BANC ONE following the consummation 
of the Merger and, in connection therewith, may waive their 
respective rights under the Severance Plan.

Executive Officer Stock Options.  The Company has granted stock 
options to executive and other officers under a pre-existing 
stock option plan.  Each Company stock option which is 
outstanding and unexercised as of the Effective Time will be 
converted automatically into options to purchase BANC ONE Common 
Stock with adjustments in terms to reflect the Exchange Rate.  
Options granted under the Company stock option plan which are not 
exercisable become exercisable upon a "change in control" which 
for purposes of the plan occurred when the Company shareholders 
approved the Merger Agreement on March 31, 1997.

Supplemental Retirement Benefits.  Benefits under the Company 
SERP (described above) which have not previously vested become 
vested in the event of a change in control.  A change of control 
has occurred since the Merger Agreement has been approved by the 
Company shareholders on March 31, 1997, and, accordingly, 
previously unvested benefits under the SERP have been 
accelerated.

Restricted Stock.  Certain executive officers of Company hold 
shares of restricted Company Common Stock originally awarded in 
1992 in connection with Company's Management Incentive Bonus 
Plan.  The vesting of these shares, to the extent not previously 
vested, accelerated on the change in control which occurred on 
March 31, 1997 when the Merger Agreement was approved by the 
Company shareholders.

ITEM 12.     Security Ownership of Certain Beneficial Owners and 
Management

Security Ownership of Certain Beneficial Owners

At February 10, 1997, the Company had outstanding 9,534,042 
shares of Common Stock (excluding treasury stock).  The following 
table sets forth as of February 10, 1997, the number and 
percentage of shares beneficially owned, along with the nature of 
such beneficial ownership, by those persons known by the Company 
to be the beneficial owners of more than five percent of the 
outstanding Common Stock based upon the most recent information 
provided by such persons to the Company.

<TABLE>
<CAPTION>
                                                           Beneficial Ownership
                                                       Number of
                                                       Shares and             Percent
                                                       Nature of                of
       Name                    Address                 Ownership               Class  
<S>                     <C>                         <C>                       <C>
John E. Kirkpatrick     P. O. Box 268822            1,792,895(2)(a)           18.81%
  and Family            Oklahoma City, OK  73126

Robert E. Torray        6610 Rockledge Drive        1,489,019(b)        
                        Suite 450                      96,000(2)(c)
                        Bethesda, MD  20817         1,585,019                 16.62%

Liberty Bancorp, Inc.   100 N. Broadway               640,652(2)(d)            6.72%
  Profit Sharing,       Oklahoma City, OK  73102
  Salary Deferral
  and Employee Stock 
  Ownership Plan and
  Trust Agreement                           

State Farm Mutual       One State Farm Plaza          645,161(1)               6.77%
  Automobile Insurance  Bloomington, IL  61710
  Company
</TABLE>
___________________

(1)     Sole voting and investment power.

(2)     Shared voting and investment power.

(a)     John E. Kirkpatrick and various family members have 
indicated that they act together in connection with the voting of 
shares of the Company's Common Stock indicated as beneficially 
owned by them.

(b)     Of the 1,489,019 shares of the Company's Common Stock 
shown, Mr. Torray claims to have sole voting and investment power 
for 379,187 common shares which he owns individually; 8,638 
common shares which he owns in joint tenancy with his wife; 644 
common shares which his wife owns individually; 600 shares held 
as custodian for his step-children; and 1,435 shares held jointly 
with certain other individuals.  Of the remaining 1,098,515 
shares being reported, Robert E. Torray & Co., Inc. (of which Mr. 
Torray is the sole shareholder and President) beneficially owns 
in respect of its clients all such shares.  Of these 1,030,698 
shares, Mr. Torray has sole voting power over 1,027,316 of such 
shares, and sole dispositive power over all such shares.

(c)     The Torray Fund owns 96,000 shares of the Company's 
Common Stock.  Mr. Torray may be deemed to have shared voting and 
investment power as to all such shares in the Torray Fund as 
President of the Torray Corporation, investment manager to the 
Torray Fund.

(d)     Of these shares, 60,691 shares of the Company's Common 
Stock are unallocated to employees and are owned by the Profit 
Sharing, Salary Deferral and Employee Stock Ownership Plan and 
Trust Agreement.  These shares are voted by the Company's 
Employee Benefit Administration Committee, composed of certain 
officers of the Company or its subsidiaries.  The remaining 
579,961 shares of the Company's Common Stock in the Plan have 
been allocated to the individual employees and are voted by those 
employees.  All of these shares are held of record by Liberty 
Bank and Trust Company of Oklahoma City, N.A. ("Liberty Oklahoma 
City"), as Trustee of the Plan, and Liberty Oklahoma City has 
dispositive power over such shares under certain circumstances.  
Liberty Oklahoma City also holds of record additional shares, 
which represent less than 1/2 of 1% of the Company's outstanding 
Common Stock, as Trustee under other trust agreements.

Security Ownership of Directors and Executive Officers

Set forth below is information concerning the security ownership 
of all directors, the named executive officers and all directors 
and executive officers as a group as of February 10, 1997:

                                                            Common Stock
                                                   ----------------------------
                                                   Number of
                                                   Shares and
                                                   Nature of         Percent
Name                                               Ownership       of Class (1)
----                                               ---------       ------------
Donald L. Brawner, M.D.                               101 (2)
                                                   20,208 (4)
                                                   ------
                                                   20,309               0.21%

William M. Bell                                     3,482 (2)
                                                   47,238 (3)
                                                    3,332 (5)
                                                      119 (6)
                                                   ------
                                                   54,171               0.57%

Kenneth R. Brown                                   27,628 (2)
                                                   19,600 (3)
                                                    3,728 (5)
                                                      140 (6)
                                                   ------
                                                   51,096               0.54%

Thomas G. Donnell                                       6 (2)              *
 
Robert S. Ellis, M.D.                               4,458 (2)           0.05%

William F. Fisher, Jr.                                760 (2)           0.01%

Charles W. Flint, III                                 191 (2)
                                                   62,731 (4)
                                                   ------
                                                   62,922               0.66%

Mischa Gorkuscha                                   25,772 (2)
                                                   19,600 (3)
                                                      560 (4)
                                                    6,611 (5)
                                                      148 (6)
                                                   ------
                                                   52,691               0.55%

James L. Hall, Jr.                                  1,078 (2)
                                                    1,449 (4)
                                                   ------
                                                    2,527               0.03%

Raymond H. Hefner, Jr.                                 10 (2)
                                                   87,397 (4)
                                                   ------
                                                   87,407               0.92%

Walter H. Helmerich, III                            6,500 (2) (a)
                                                    6,000 (4) (a)
                                                   12,500               0.13%

Joseph S. Jankowsky                                    10 (2)              *

Edward F. Keller                                   25,000 (3)         
                                                      500 (4)
                                                   ------
                                                   25,500               0.27%

John E. Kirkpatrick                             1,792,895 (4)(b)       18.81%

Judy Z. Kishner                                       650 (2)           0.01% 

David L. Kyle                                         100 (2)              *   

Edward C. Lawson, Jr.                                  67 (2)
                                                    4,067 (4)
                                                   ------
                                                    4,134               0.04%

Herb Mee, Jr.                                          10 (2)              *   

Charles E. Nelson                                  80,608 (3)
                                                   42,112 (4)
                                                    2,748 (5)
                                                      335 (6)
                                                  -------
                                                  125,803               1.32%

William G. Paul                                     4,000 (2)           0.04%

V. Lee Powell                                         212 (2)              *


Jon R. Stuart                                      94,122 (2)
                                                  103,767 (4)
                                                  -------
                                                  197,889               2.08%

Clifton L. Taulbert                                    50 (2)              *

W. H. Thompson, Jr.                                 4,859 (2)
                                                   66,300 (3)
                                                    2,209 (5)
                                                      241 (6)
                                                   ------
                                                   73,609               0.77%

Robert E. Torray                                1,489,019 (c)
                                                   96,000 (4)(d)
                                                ---------
                                                1,585,019              16.62%

J. Otis Winters                                     1,000 (2)           0.01%

John S. Zink                                        1,010 (2)           0.01%
                         
All directors and executive                     1,629,415 (2)
officers as a group (30 persons)                  215,546 (3)
                                                2,217,686 (4)
                                                   32,332 (5)
                                                    1,296 (6)
                                                   71,199 (7)
                                                ---------
                                                4,217,474              44.24%

____________________________________

* Less than 0.01%

(1)  Percent of Common Stock is calculated without regard to 
shares of Common Stock issuable upon exercise of outstanding 
stock options, except that any shares a person is deemed to own 
by having a right to acquire by exercise of an option are 
considered outstanding solely for purposes of calculating such 
person's percentage ownership.  Each share of Common Stock is 
entitled to one vote on all matters submitted to shareholders.

(2)  Sole voting and investment power.

(3)  Right to acquire by exercise of stock option(s) currently 
exercisable.

(4)  Shared voting and investment power.

(5)  Sole voting power under the Profit Sharing, Salary Deferral 
and Employee Stock Ownership Plan and Trust Agreement.

(6)  Sole voting power of restricted stock awarded under 
Management Incentive Bonus Plan.

(7)  Sole dispositive power.

(a)  The shares indicated as beneficially owned by Mr. Helmerich 
exclude 395,000 shares of Common Stock owned by Helmerich & 
Payne, Inc. of which corporation Mr. Helmerich is Chairman.  Mr. 
Helmerich disclaims beneficial ownership of these shares.

(b)  The 1,792,895 shares of Common Stock indicated as 
beneficially owned by Mr. Kirkpatrick are owned by him together 
with members of his family as indicated in Footnote (a) to the 
table under "Security Ownership of Certain Beneficial Owners."

(c)  See footnote (b) to the table under "Security Ownership of 
Certain Beneficial Owners."

(d)  See footnote (c) to the table under "Security Ownership of 
Certain Beneficial Owners."


ITEM 13.    Certain Relationships and Related Transactions

          Certain principal shareholders, directors of the 
Company and their associates were customers of, and had loan 
transactions with Liberty Oklahoma City and Liberty Tulsa during 
1996.  Except as described below, any such loans which were made 
during 1996, and none of them currently outstanding, are 
classified as nonaccrual, past due, restructured or potential 
problem loans, and all such loans (except as described below) (i) 
were made in the ordinary course of business; (ii) were made on 
substantially the same terms, including interest rates and 
collateral, as those prevailing at the time for comparable 
transactions with other persons; and (iii) did not involve more 
than normal risk of collectibility or present other unfavorable 
features at the time the loans were made.  William M. Bell, an 
executive officer of the Company, has an outstanding mortgage 
loan from the Company made pursuant to the Company's Executive 
Mortgage Assistance Plan, which plan has been discontinued by the 
Company.  Mr. Bell is the only executive officer of the Company 
with a loan outstanding under this plan.  The largest amount 
borrowed by Mr. Bell during the year ended December 31, 1996, was 
$124,639.57 and the amount outstanding at December 31, 1996, was 
$119,119.50, with an interest rate of 7%.


                        Signature

Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, as amended, the Registrant has 
duly caused this Amendment No. 1 to be signed on its behalf by 
the undersigned duly authorized.


                          LIBERTY BANCORP, INC.


                      By: _______________________________________
                          Mischa Gorkuscha, Senior Vice President
                          and Chief Financial Officer

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