UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                              
                          FORM 10-K
      Annual Report Pursuant to Section 13 or 15(d) of
             The Securities Exchange Act of 1934
                              
 [X]  Annual  Report Pursuant to Section 13 or 15(d)  of  the
  Securities Exchange Act of 1934
     [Fee Required]
 For the Fiscal year ended    December 31, 1995
                             or
 [   ]  Transition Report Pursuant to Section 13 or 15(d)  of
  the Securities Exchange Act of 1934
 [Fee Required]
 For the transition period from____________  to_________________
 Commission file number     0-12047
                              
              UNITED OKLAHOMA BANKSHARES, INC.
   (Exact name of registrant as specified in its charter)
 
             Oklahoma                          73-0969432
 (State or other jurisdiction of            (I.R.S. Employer
  incorporation or organization)             Identification No.)
 
          4600 S.E. 29th Street
          Del City, Oklahoma                       73115
 (Address of principal executive offices)        (Zip Code)
                              
 Registrant's telephone number, including area code (405)  677-8711
 
 Securities registered pursuant to Section 12(b) of the Act:  None
 Securities registered pursuant to Section 12(g) of the Act:  Common
 stock,$1 par value
 
 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.
                                    [X] Yes     No [  ]

 Indicate  by  check mark if disclosure of delinquent  filers
  pursuant  to  Item 405 of 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  February 1, 1996, based on the reported average  bid
  and  asked prices, the aggregate market value of the common
  stock   held  by  non-affiliates  of  the  registrant   was
  approximately $1,266,000.
 
 As of February 1, 1996, 2,532,237 shares of the registrant's
  common stock, par value $1.00 per share, were outstanding.
 
 NOTE:  See pages  49-51  for Form 10-K Cross Reference Index
<PAGE>  
 BUSINESS
  United  Oklahoma Bankshares, Inc. (the "Company") is a one-bank
  holding  company registered under the Bank Holding Company  Act
  of  1956, as amended.  The principal business of the Company is
  the ownership and supervision of  United Bank ("UB"), Del City,
  Oklahoma.   As  of  December  31, 1995,  the  Company  and  its
  subsidiaries had 53 full time equivalent employees.   UB  is  a
  state  chartered banking association whose deposits are insured
  pursuant  to  the  Federal  Deposit Insurance  Act.  UB,  which
  operates  primarily in Oklahoma, competes with other  financial
  institutions  in its trade area in providing a  full  range  of
  traditional  banking  and  related financial  services  to  the
  commercial,   consumer,  energy,  real  estate  and   financial
  sectors.  UB operates two wholly owned subsidiaries, United Del
  City Tower, Inc. ("UDCT") and 4600 Corporation.
     
  UDCT  owns and manages United Del City Tower of which the first
  and part of the second floors are occupied by UB.  The facility
  is  approximately 100% occupied at year end.  4600  Corporation
  was formed to sell assets on which UB foreclosed.
  
  In  1991, the Company borrowed the sum of $1,400,000 from  John
  E.   Kirkpatrick  of  Oklahoma  City,  Oklahoma,  a   preferred
  stockholder  of  the Company.  The note was  collateralized  by
  100%  of  the  stock of UB.  The note was paid in  full  as  of
  December 31, 1994.
  
  PROPERTIES
  
  The  Company's corporate headquarters are located in United Del
  City  Tower at 4600 S.E. 29th Street, Del City, Oklahoma.  This
  facility  is  located  on approximately 8 acres  and  comprises
  approximately  77,000 square feet of usable  space.  The  Tower
  houses  the main banking functions and the Company's  executive
  offices.  UB occupies 27% of the building and approximately 73%
  is   leased   to  various  tenants.   In  1993,  UB   completed
  construction of a new drive-in facility attached to the  United
  Del  City  Tower.  UB also sold its previous drive-in  facility
  during 1993.
  
  LEGAL
  
  The  Company  and  its subsidiaries are not defendants  in  any
  material legal proceedings.
  
  COMMON STOCK
  
  On  January  30,  1995,  certain shareholders  of  the  Company
  entered   into  a  Stock  Purchase  Agreement  with   Ameribank
  Corporation   ("Ameribank").   The  shareholders   collectively
  agreed to sell all their common stock in the Company and  their
  9%  cumulative, non-voting preferred stock in the Company.  The
  shareholders collectively owned approximately 25%  of  all  the
  issued  and outstanding shares of common stock and 30%  of  the
  issued  and  outstanding preferred stock of the  Company.   The
  Stock  Purchase Agreement was closed and the shares transferred
  on  May 16, 1995.  In July, Ameribank made an offer to purchase
  stock and acquired an additional 5.69% of the preferred stock.
<PAGE>                        2  

  On  November  3,  1995, Ameribank made a tender  offer  to  the
  common  stock shareholders of the Company.  After the  purchase
  of   shares  through  the  tender  offer,  Ameribank  owned  an
  additional  23.2%  of  the common stock  of  the  Company.   On
  January  5,  1996,  Ameribank  filed  its  Final  Amendment  on
  Schedule 14D-1, indicating that as of that date it had acquired
  23,706  shares  of  common stock in private transactions  which
  represents a total of 1,514,118 or approximately 59.8%  of  the
  common  stock of the Company.  Since Ameribank's offer  to  the
  preferred  shareholders in July, 1995, Ameribank has  purchased
  an  additional  5,883  shares  of preferred  stock  in  private
  transactions for a total of 106,929 or approximately  73.6%  of
  the  preferred  stock of the Company.  As of  March  15,  1996,
  Ameribank purchased an additional 1,100 shares of common  stock
  and 2,510 shares of preferred stock of the Company.
  
  DISCLAIMER
  
  This  annual  report has not been reviewed,  or  confirmed  for
  accuracy or relevance, by the Federal Deposit Insurance Corporation.
<PAGE>                          3
SELECTED FINANCIAL DATA
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

The Selected Financial Data which follows should be read in conjunction with the
consolidated financial statements (including the notes thereto) of the Company 
and its subsidiaries appearing elsewhere herein.
<TABLE>
<S>                               <C>        <C>      <C>       <C>      <C>
                                        Years ended December 31,
                                   1995      1994      1993      1992      1991
                                      (In thousands except per share amounts)  

Summary of Income:
  Interest income............   $ 6,015     5,160     5,235     5,460     5,309
  Interest expense...........    (2,569)   (1,801)   (1,847)   (2,299)   (2,646)
  Provision for loan losses..      (279)      (90)     (236)     (128)     (165)
  Non-interest income........     1,016     1,030       837       795     1,114
  Non-interest expense.......    (3,155)   (3,206)   (3,068)   (2,735)   (4,215)
  Income (loss) before income
  taxes and cumulative effect
  of change in accounting 
  principle..................       775       829       655       648      (358) 
  Cumulative effect of change
  in accounting principle....        -         -        116        -         -
  Net income (loss)..........   $   775       829       771       648      (358)    

Per share data:
  Income (loss) before cumulative
  effect of change in accounting
  principle..................   $  0.15      0.17      0.10      0.10     (0.28)
  Cumulative effect of change
  in accounting principle....       -         -        0.04        -         -
  Net income (loss)..........   $  0.15      0.17      0.14      0.10     (0.28)

  Average outstanding common
  shares.....................     2,532     2,616     2,644     2,644     2,644

Period end balances:
  Cash and due from banks....   $ 2,584     2,440     1,907     3,270     2,695
  Federal funds sold.........     6,300       -         460     1,560     2,085
  Investment securities......    28,800    30,588    29,794    33,352    30,722
  Loans, net of unearned discount
  and allowance for loan losses  43,604    41,401    36,509    33,804    30,185
  Total assets...............    86,071    79,720    74,564    78,556    72,689
  Deposits...................    76,270    69,647    66,094    70,302    64,825
  Long-term debt.............     -         -           450       900     1,400
  Stockholders' equity.......     7,823     6,949     6,289     5,518     4,870 
</TABLE>
<PAGE>                                           4
MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS


The  following discussion and analysis is designed  to  provide  a
better  understanding of the significant factors  related  to  the
Company's  results  of operations, financial condition,  liquidity
and  capital resources (including its subsidiary bank, UB, and its
non-bank subsidiaries, UDCT and 4600 Corporation). Such discussion
and  analysis  should be read in conjunction with the Consolidated
Financial  Statements (including the notes thereto)  and  Selected
Financial Data appearing elsewhere in this annual report.


RESULTS OF OPERATIONS


General.   Net income totaled $.8 million in 1995, compared to $.8
million  in  1994 and in 1993.  Earnings per share  were  $.15  in
1995,  compared to $.17 per share in 1994 and $.14  per  share  in
1993.   Net  income in 1993 included $.1 million ($.04 per  share)
cumulative effect of change in accounting principle as a result of
adoption  of Statement of Financial Accounting Standards No.  109,
"Accounting  for  Income Taxes."  Management  is  unaware  of  any
trends,  events  or  uncertainties that  will  have  or  that  are
reasonably likely to have a material effect on the operations.

Net  Interest Income.  Net interest income, the difference between
gross  interest  and fees on earning assets (primarily  loans  and
investments)  and  interest paid on deposits  and  borrowed  funds
necessary  to  support  such assets, is a  major  component  of  a
financial institution's earnings.

Net  interest income aggregated $3,446,000 and $3,359,000 in  1995
and  1994,  respectively,  an increase of  $87,000.  Net  interest
income decreased $29,000 between 1994 and 1993.

From  1994 to 1995, the volume of average earning assets increased
$4.4 million, while average interest bearing liabilities increased
$2.2  million.  The yield on average earning assets  increased  71
basis  points  from 1994 to 1995, while the rate paid  on  average
interest bearing liabilities increased 119 basis points during the
same time period resulting in a decrease in the spread between the
yield  on  earning  assets  and  rate  paid  on  interest  bearing
liabilities  of 48 basis points.  As a result of the  increase  in
the  rate  earned on interest earning assets and an  even  greater
increase  in  the  rate paid on interest bearing liabilities,  net
interest margin decreased 16 basis points from 4.75%  in  1994  to
4.59% in 1995.

From  1993 to 1994, the volume of average earning assets increased
$.1  million, while average interest bearing liabilities decreased
$2.1  million.  The yield on average earning assets  decreased  11
basis  points  from 1993 to 1994, while the rate paid  on  average
interest  bearing liabilities increased 4 basis points during  the
same time period resulting in a decrease in the spread between the
yield  on  earning  assets  and  rate  paid  on  interest  bearing
liabilities of 15 basis points. As a result of the decrease in the
rate  earned  on interest bearing assets and the increase  in  the
<PAGE>                         5
rate  paid  on  interest bearing liabilities, net interest  margin
decreased 5 basis points from 4.80% in 1993 to 4.75% in 1994.

As  management  deems necessary and to the extent  it  has  the
flexibility, it will alter the volume and mix of earning assets and
supporting  liabilities so as to obtain optimal  interest  margins
while maintaining sufficient liquid resources.

The following table illustastrates volume and yield/rate variances on an actual 
basis (versus a taxable equivalent basis) for the years indicated.  The change
in interest due to both rate and volume has been allocated to volume and rate 
changes in proportion to the relationship of the absolute dollar amount of 
the change in each.
<TABLE>
<S>                        <C>      <C>     <C>          <C>       <C>    <C>
                          Year Ended December 31,       Year ended December 31,
                           1995 Compared to 1994         1994 Compared to 1993

                              Increase/Decrease             Increase/Decrease
                              Due to Change in:             Due to Change in:
                                    Yield/                         Yield/
                           Volume    Rate      Net         Volume   Rate    Net

Earning assets:
  Investment securities..$   (87)      96       9           (181)    (26)  (207)  
  Federal funds sold.....     72       44     116            (11)     15      4
  Loans net of unearned 
    discounts............    398      332     730            157     (29)   128

    Total interest income    383      472     855            (35)    (40)   (75)

Interest bearing liabilities:
  Interest bearing deposits   75      698     773            (52)     39    (13)
  Short-term borrowings..      1       -        1              3      -       3
  Long-term debt.........     (3)      (3)     (6)           (33)     (3)   (36)

    Total interest expense    73      695     768            (82)     36    (46)

Net interest income......$   310     (223)     87             47     (76)   (29)

</TABLE>
<PAGE>                                      6
Risk  Elements  of Earning Assets. Risk elements of the  Company's
earning  assets  are  evidenced, in part, by non-performing  loans
consisting of loans contractually past due 90 days or more,  loans
placed on non-accrual status and other real estate which has  been
acquired  in  full or partial settlement of defaulted loans.  Non-
performing  assets  are carried by the Company  at  estimated  net
realizable  value and known losses of principal have been  charged
off.

At  December 31, 1995, non-performing loans totaled $184,000. Non-
performing  loans  as a percentage of all loans  outstanding  were
 .42%  at  December 31, 1995. The majority of non-performing  loans
are  secured.  The following table sets forth such loans and other
real estate at the dates indicated:
<TABLE>
<S>                                      <C>         <C>        <C>   
                                            Years ended December 31,
                                          1995         1994       1993
                                             (Dollars in thousands)

Non-accrual loans.....................$    184          178        481

Other real estate.....................      63          180        552

  Total non-performing asset..........$    247          358      1,033

Non-performing loans to total loans...    .42%         .43%      1.32%
</TABLE>

Under  the  Company's lending policies, all commercial  loans  are
reviewed  and  graded  according to their  perceived  credit  risk
(borrower's  financial  strength; value and  type  of  collateral;
borrower's  performance, etc.).                    Based  on  this
grading system, credits requiring special attention are placed  on
special  monitoring for the attention of management and the  Board
of Directors.  Management, through this special monitoring system,
in  conjunction  with  past  loan  loss  experience,  current  and
perceived future economic conditions and other factors, determines
the  level  at  which  the allowance for  loan  losses  should  be
maintained to adequately cover the loan portfolio risk.

Non-accrual  status  loans  are  identified  through  the  special
monitoring  system  and  periodic review  of  past  due  loans  by
officers  and  management. When doubt exists as  to  the  ultimate
collectibility of interest or principal, such loans are placed  on
non-accrual status.  When a loan is placed on non-accrual  status,
interest  previously  accrued but uncollected  on  such  loans  is
reversed  and charged against current income. Subsequent  payments
collected on such loans are credited to loan principal if, in  the
opinion  of  management,  full  collectibility  of  principal   is
doubtful;  otherwise,  the  payment  is  credited  to  income  and
principal according to the loan terms.

Loans  on  which  interest had ceased to be  accrued  approximated
$184,000,  $178,000 and $481,000 at December 31,  1995,  1994  and
1993,  respectively. Approximately $6,000 was recognized on  these
loans  in  1995 and in 1994, and $17,000 was recognized  in  1993.
<PAGE>                            7
Had  the  accrual status of these loans been normal, approximately
$21,000,  $47,000  and $42,000 of additional interest  would  have
been  earned in 1995, 1994 and 1993, respectively.  None of  these
loans are restructured troubled debt.

Internally classified assets of UB, which approximate the same  as
classifications by regulatory authorities and includes other  real
estate,  decreased from $769,000 at December 31, 1994 to  $310,000
at December 31, 1995, a decrease of 60%.

At  December  31, 1995, the Company had approximately  $67,000  of
loans for which payments were contractually past due less than  90
days,  and the borrowers were experiencing financial difficulties.
These loans are included in the special monitoring loans which are
subject to management's attention and review.

Allowance  and Provision for Loan Losses. The allowance  for  loan
losses  totaled $538,000, $559,000 and $437,000 at   December  31,
1995,  1994  and  1993,  respectively. The  provision  charged  to
expense  amounted  to  $279,000 in 1995 compared  to  $90,000  and
$236,000  in  1994 and 1993, respectively. Net losses (recoveries)
on   loans  were  approximately  $300,000  in  1995,  compared  to
$(32,000)  in 1994 and $268,000 in 1993.  The amount of  provision
charged  to  expense is based on the current  level  of  net  loan
losses,  perceived economic conditions, changes in  the  size  and
character  of  the loan portfolio, and management's assessment  of
the  loan  portfolio's inherent risk in relation to the  allowance
for loan losses (see Note 5 to Consolidated Financial Statements).

The  allowance for loan losses as a percentage of total loans  was
1.22%,  1.33%  and  1.18% at December 31,  1995,  1994  and  1993,
respectively.

Non-interest Income.

<TABLE>                                 <C>         <C>         <C>
                                           Years ended December 31,
                                          1995       1994        1993
                                                 (In thousands)

Service charges on deposits............$  790         748         675
Other service charges and fees, net....   226         178         162
Securities gains.......................    -          104          -

  Total................................$1,016       1,030         837
</TABLE>

Non-interest  Expense.  Non-interest  expense  amounted  to   $3.2
million  in 1995 and in 1994 and $3.1 million in 1993 representing
no  change  in  1995  and a 3.2% increase in 1994.   Salaries  and
employee  benefits continue to represent a large portion  of  non-
interest expense.

Net  costs and write downs associated with other real estate owned
approximated  $(15,000), $92,000 and $66,000  in  1995,  1994  and
1993,  respectively, and represent amounts provided for  decreases
in  the  market value of the properties, net gains and  losses  on
sales  of  the  properties,  and net  expenses  incurred  for  the
maintenance of the properties.
<PAGE>                               8
<TABLE> 
<S>                                    <C>        <C>         <C>
                                          Years ended December 31,
                                        1995        1994        1993
                                                (In thousands)

Salaries and employee benefits........$ 1,911       1,739       1,567
Occupancy expense, net................    250         271         309
Other real estate owned, net..........    (15)         92          66
Other.................................  1,009       1,104       1,126

  Total...............................$ 3,155       3,206       3,068
</TABLE>

LIQUIDITY

Liquidity  is  defined  as a company's ability  to  meet  maturing
obligations and existing commitments and withstand fluctuations in
funding needs, while also maintaining sufficient levels of  highly
liquid  assets.  Liquidity  ultimately depends  on  profitability,
asset  quality  and  mix,  asset  and  liability  maturities   and
repriceability, and borrowing ability.

The  asset  side  of the balance sheet provides liquidity  through
regular  amortization  and  maturities  of  loans,  maturities  of
investment securities and money market instruments, maturities  of
deposits  in  other  banks, and other assets available  for  sale.
Deposit  growth, diversification of liability products and  access
to  other  funding  sources provide liquidity from  the  liability
side.    Management   is  unaware  of  any   trends,   events   or
uncertainties that will have or that are reasonably likely to have
a material effect on the Company's liquidity.

INDEBTEDNESS

In  1991, the Company borrowed the sum of $1,400,000 from John  E.
Kirkpatrick of Oklahoma City, Oklahoma, a preferred stockholder of
the Company.  The note was collateralized by 100% of the stock  of
UB.  The note was paid in full as of December 31, 1994.

PREFERRED STOCK

The  Company has $4.4 million of preferred stock outstanding  with
9%   cumulative  dividends  in  arrears  since  October  1,  1985.
Cumulative  unpaid  dividends  in arrears  at  December  31,  1995
approximated $4,018,410.

RATE SENSITIVITY

Both  liquidity and net interest margin are significantly affected
by  the sensitivity that assets and liabilities have to changes in
market interest rates, levels of earning assets and funding mixes,
the  direction of interest rate movements, the velocity  at  which
changes  occur and the absolute level of interest rates.  Interest
rate  risk  can  arise  when an investment's interest  rate  level
changes,  or  its  cash  flows occur, in  time  periods  that  are
different from those of supporting funding sources.
<PAGE>                            9
The following table depicts the Company's rate sensitivity position,
based on next repricing date, at December 31, 1995.

<TABLE>
<S>                            <C>       <C>        <C>        <C>      <C>
                                              Sensitivity Period
                                 0-30     31-90      91-180     181-365  Over
                                 Days     Days       Days       Days     1 Year
                                                (In thousands)

Rate sensitive assets:
  Federal funds sold..........$  6,300     -          -          -         -
  Investment securities(1)....   7,652     -           435       4,855    15,956
  Loans.......................  15,890    2,692      1,156       2,250    21,970
   Total rate sensitive assets  29,842    2,692      1,591       7,105    37,926

Rate sensitive liabilities:
  Savings and interest bearing
     deposits.................  15,166      -          -         -        15,167 
  Time deposits...............  14,830    4,659      4,949       4,618     1,586
    Total rate sensitive
       liabilities............  29,996    4,659      4,949       4,618    16,753

Period sensitivity gap........$   (154)  (1,967)    (3,358)      2,487    21,173

Cumulative sensitivity gap....$   (154)  (2,121)    (5,479)     (2,992)   18,181

(1) The amortized cost is used for investment securities.
</TABLE>
The Company includes only rate sensitive assets and liabilities in
its sensitivity analysis.


CAPITAL RESOURCES

Capital provides a base for expansion of the asset portion of  the
balance  sheet,  which  in  turn  provides  the  opportunity   for
increased profitability. Capital adequacy depends on such  factors
as  quality  and diversification of assets, current and historical
earnings and liquidity. Primary capital of the Company consists of
funds  which are permanently committed to the Company,  including:
common   stock,  preferred  stock,  additional  paid-in   capital,
retained  earnings, and allowance for loan losses. For  regulatory
purposes  primary  capital  is  reduced  by  amounts  representing
intangible assets.  Management is unaware of any trends, events or
uncertainties that will have or that are reasonably likely to have
a  material effect on the Company's capital resources.   Following
are  the  Company's and UB's primary and equity capital to  assets
ratios for December 31, 1995 and 1994, respectively:

                                                 1995      1994

  Company's primary capital to assets ratio     10.13%     9.37%
  Company's equity capital to assets ratio       9.54      8.89

  UB's primary capital to assets ratio          10.07%     9.32%
  UB's equity capital to assets ratio            9.48      8.84
<PAGE>                         10
During 1989, regulatory agencies approved regulations to implement
a  risk-based  capital  framework that makes capital  requirements
more   sensitive  to  the  risk  profiles  of  individual  banking
companies.   These  regulations  define  capital  as  either  core
capital  (Tier 1) or supplementary capital (Tier 2).  Core capital
consists   primarily   of  common  stockholders'   equity,   while
supplementary  capital  is comprised of preferred  stock,  certain
debt instruments, and a portion of the allowance for loan losses.

The required core capital is 4.00% and total risk-based capital is
8.00%.   Because the Company has assets of less than $150 million,
its  capital requirements are computed on a bank-only basis.  UB's
core and total risk-based capital exceed regulatory guidelines  at
December 31, 1995 and 1994.


                                                 1995      1994

          Tier 1 capital (core)                 14.29%     13.05%
          Tier 2 capital (total risk-based)     15.28      14.11


EFFECT OF INFLATION

The financial statements and related data presented in this report
have   been   prepared  in  accordance  with  generally   accepted
accounting  principles which require the measurement of  financial
position  and  operating results in terms  of  historical  dollars
without  considering changes in the relative purchasing  power  of
money over time.  Changing prices, particularly during periods  of
high  inflation rates, can have a significant impact on industries
and business enterprises taken as a whole.  However, the impact of
inflation  on  financial institutions differs  significantly  from
that  of industrial or commercial companies.  This is due  to  the
fact  that  a major portion of a bank's balance sheet is comprised
of monetary assets and liabilities versus a basically non-monetary
balance  sheet associated with industrial concerns.   Even  though
inflation doesn't generally have a material impact on banks it can
indirectly affect the interest rates and the underlying  value  of
assets  collateralizing certain earning assets, as  well  as  non-
interest  income  and expense categories.   How  well  a  bank  is
positioned  to  respond to changing interest rates and  collateral
values  can  only  be assessed by an analysis  of  its  asset  and
liability structure.  Therefore, attention is directed to the rate
sensitivity  schedule,  the  maturity distribution  of  loans  and
securities, the loan concentrations data and the rate  and  volume
variances analysis found elsewhere in this report.
<PAGE>                        11
REGULATORY MATTERS

The  Company  was  operating under a written  agreement  with  the
Federal  Reserve  Bank  until  March,  1994,  at  which  time  the
agreement  was  terminated and the Company was released  from  the
restrictions under the agreement.

ACCOUNTING STANDARDS NOT YET ADOPTED

The  Financial Accounting Standards Board has issued Statement  of
Financial  Accounting  Standards  No.  121,  "Accounting  for  the
Impairment  of Long-Lived Assets and for Long-Lived Assets  to  be
Disposed  of."  The Company will be required to comply  with  this
statement beginning January 1, 1996.  The impact of this statement
is  not  expected  to  have  a material effect  on  the  Company's
consolidated financial statements.
<PAGE>                              12
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<S>                                        <C>        <C>        <C>
                                             Years ended December 31,
                                             1995        1994      1993
                                     (In thousands except per share amounts)
Interest income:
  Interest and fees on loans..............$  4,101      3,371      3,243
  Interest on federal funds sold..........     176         60         56
  Interest on investment securities
    Taxable...............................   1,309      1,331      1,767
    Nontaxable............................     429        398        169
      Total interest income...............   6,015      5,160      5,235

Interest expense:
  Interest on deposits (Note 7)...........   2,564      1,791      1,804
  Interest on short-term borrowings.......       5          4          1
  Interest on long-term debt..............     -            6         42
      Total interest expense..............   2,569      1,801      1,847
      
      Net interest income.................   3,446      3,359      3,388
  Provision for loan losses (Note 5)......     279         90        236
      Net interest income after provision
        for loan losses...................   3,167      3,269      3,152

Non-interest income:
  Service charges on deposits.............     790        748        675
  Other service charges and fees, net.....     226        178        162
  Securities gains........................      -         104         -
    Total non-interest income.............   1,016      1,030        837

Non-interest expense:
  Salaries and employee benefits..........   1,911      1,739      1,567
  Occupancy expense, net..................     250        271        309
  Other real estate owned, net............     (15)        92         66
  Other (Note 9)..........................   1,009      1,104      1,126
    Total non-interest expense............   3,155      3,206      3,068

  Income before income taxes and cumulative
  effect of change in accounting principle   1,028      1,093        921

Income tax expense (Note 10)..............     253        264        266

  Income before cumulative effect of change
    in accounting principle...............     775        829        655
Cumulative effect of change in accounting
    principle (Note 10)...................       -         -         116

      Net income..........................$    775        829        771
Earnings per share:
   Income before cumulative effect of change
     in accounting principle..............$   0.15       0.17       0.10
   Cumulative effect of change in
     accounting principle.................     -           -        0.04
   Net income.............................$   0.15       0.17       0.14
Average outstanding common shares.........   2,532      2,616      2,644
  See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>                               13
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<S>                                                    <C>       <C>
                                                           December 31,
                                                         1995       1994
                                                          (In thousands)
ASSETS
Cash and due from banks...............................$  2,584      2,440
Federal funds sold....................................   6,300        -
Investment securities (Note 3)........................  28,800     30,588
Loans (Notes 4 & 12)..................................  44,144     41,974
  Unearned discounts..................................      (2)       (14)
  Allowance for loan losses (Note 5)..................    (538)      (559)
    Loans, net........................................  43,604     41,401

Property and equipment, net (Note 6)..................   3,880      4,051
Other real estate owned...............................      63        180
Accrued interest receivable...........................     589        612
Accounts receivable...................................      93         90
Other assets..........................................     158        358
                                                      $ 86,071     79,720

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
  Interest bearing (Note 7)...........................$ 60,975     56,178
  Non-interest bearing................................  15,295     13,469
     Total deposits...................................  76,270     69,647
Securities sold under repurchase agreement (Note 8)...      -       1,500
Deferred income taxes (Note 10).......................   1,209      1,199
Other liabilities.....................................     769        425
     Total liabilities................................  78,248     72,771
Commitments and contingencies (Note 13, 14 & 15)......     -          -

Stockholders' equity (Note 15):
  Preferred stock, 9% cumulative, nonvoting $30 par 
    value, redeemable at the Company's option at 
    par plus cumulative unpaid dividends.  Cumulative
    unpaid preferred dividends amount to $4,018,410
    or $27.68 per share at December 31, 1995.  
    Authorized 150,000 shares; issued and outstanding
    145,200 shares in 1995 and 1994.  Liquidation
    preference of $8,374,410 and $7,982,370,
    respectively.....................................    4,356      4,356
  Class B preferred stock, $1 par value.  Authorized
    500,000 shares; non issued or outstanding........      -          -
  Common stock, $1 par value.  Authorized 10,000,000
    shares; issued 2,805,385 shares in 1995 and 1994     2,805      2,805
  Additional paid-in capital.........................    7,358      7,358
  Accumulated deficit................................   (5,540)    (6,315)
  Net unrealized holding loss on investment securities
    available-for-sale, net of deferred taxes........      (59)      (158)
                                                         8,920      8,046
  Less cost of common stock held in treasury (273,148
    shares in 1995 and 1994).........................   (1,097)    (1,097)
      Net stockholders' equity.......................    7,823      6,949
                                                     $  86,071     79,720
  See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>                               14
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<S>                                             <C>        <C>       <C>                          
                                                   Years ended December 31,
                                                 1995        1994      1993
                                                      (In thousands)

Preferred stock:
  
  Balance at beginning and end of year........$  4,356       4,356     4,356

Common stock:

  Balance at beginning and end of year........   2,805       2,805     2,805

Additional paid-in capital:

  Balance at beginning and end of year........   7,358       7,358     7,358

Accumulated deficit:

  Balance at beginning of year................  (6,315)     (7,144)   (7,915)
  Net income..................................     775         829       771
  Balance at end of year......................  (5,540)     (6,315)   (7,144)

Net unrealized holding gain (loss) on investment
  securities available-for-sale:  (Note 3)

  Balance at beginning of year................    (158)        -         -
  Implementation of change in accounting for
    for investment securities, net of 
    deferred taxes............................      -          170       -
  Change in net unrealized holding gain (loss) 
    on investment securities available-for-sale,
    net of deferred taxes.....................      99        (328)      -
  Balance at end of year......................     (59)       (158)      -

Treasury stock:

  Balance at beginning of year................  (1,097)     (1,086)   (1,086) 
  Purchase stock..............................     -           (11)       -
  Balance at end of year......................  (1,097)     (1,097)   (1,086)

      Net stockholders' equity................$  7,823       6,949     6,289

See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>                              15
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<S>                                                <C>        <C>        <C>
                                                      Years ended December 31,
                                                     1995       1994      1993
                                                            (In thousands)
Cash flows from operating activities:
  Net income......................................$   775        829       771
  Adjustments to reconcile net income to net cash
    provided by operating activities:              
    Depreciation..................................    416        378       368
    Provision for loan losses.....................    279         90       236
    Provision for market decline-other real estate
      owned.......................................      9         85        63
    Amortization of intangibles included in other
      assets......................................    147        147       147
    Amortization of premium, accretion of discounts,
      net.........................................     83        113       175
    Gain on sale of investment securities.........     -        (104)       -
    Loss on sale of property and equipment........     -          -         49
    Increase (decrease) in interest payable.......    310         29       (89)
    Decrease (increase) in interest receivable....     23        (75)      (66)
    Decrease in other real estate owned, accounts
      receivable and other assets.................    158        387       155
    (Decrease) increase in deferred income taxes..    (55)       (15)       40
    Increase (decrease) in other liabilities......     34        (17)      (56)
     Total adjustments............................  1,404      1,018     1,022
Net cash provided by operating activities.........  2,179      1,847     1,793
Cash flows from investing activities:
  Proceeds from sales of maturities of investment
    securities....................................  1,775      3,239       -
  Proceeds from principal payments on mortgage-
    backed securities.............................  1,789      3,192     9,861
  Purchase of investment securities............... (1,695)    (7,496)   (6,478)
  Net increase in loans........................... (2,482)    (4,982)   (2,941)
  Capital expenditures............................   (245)      (319)     (336)
  Proceeds from sale of property and equipment....     -          -        296
Net cash (used in) provided by investing activities  (858)    (6,366)      402
Cash flows from financing activities:
  Net increase (decrease) in interest bearing and
    non-interest bearing demand deposits, savings,
    and certificates of deposit...................  6,623      3,553    (4,208)
  (Decrease) increase in securities sold under
    repurchase agreement.......................... (1,500)     1,500      -
  Repayment of long-term debt.....................    -         (450)     (450)
  Purchase of treasury stock......................    -          (11)     -

Net cash provided by (used in) financing activities 5,123      4,592    (4,658)
Net increase (decrease) in cash and cash
  equivalents.....................................  6,444         73    (2,463)
Cash and cash equivalents at beginning of year....  2,440      2,367     4,830
Cash and cash equivalents at end of year..........$ 8,884      2,440     2,367
Supplemental disclosure of noncash investing activities:
  Change in unrealized holding loss on investment 
    securities available-for-sale, net of deferred
    taxes of $65,000 in 1995 and $104,000 in 1994.$   99          158      -
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>                                  16
  UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  DECEMBER 31,  1995,  1994  AND  1993
  
  1.  Summary of Significant Accounting Policies
  
    United Oklahoma Bankshares, Inc. (the "Company") and  its
    subsidiaries provide a full range of banking services  to
    individual and corporate customers principally in eastern
    Oklahoma  county.  The Company is subject to  competition
    from  other  financial  service companies  and  financial
    institutions.   The Company is subject to regulations  of
    the Federal Reserve Bank.  United Bank (UB) is subject to
    regulations  of the Federal Deposit Insurance Corporation
    and  the  Oklahoma State Banking Department.  The Company
    and  UB undergo periodic examinations by those regulatory
    authorities.
    
    Principles of Consolidation and Basis of Presentation
    
    The  consolidated financial statements have been prepared
    in   conformity   with   generally  accepted   accounting
    principles.   In  preparing  the  consolidated  financial
    statements, management is required to make estimates  and
    assumptions  that affect the reported amounts  of  assets
    and  liabilities and the reported amounts of revenue  and
    expense  during  the  reporting period.   Actual  results
    could  differ from those estimates.  Those estimates  and
    assumptions  relate principally to the  determination  of
    the allowance for loan losses and the valuation of assets
    acquired  in  foreclosure.  The accounting  policies  for
    these items and other significant accounting policies are
    presented below.
    
    The   consolidated  financial  statements   include   the
    accounts of the Company and its subsidiaries, all  wholly
    owned,  after elimination of all significant intercompany
    accounts and transactions.
    
    Cash and Short Term Investments
    
    UB  is required to maintain average reserve balances with
    the  Federal  Reserve Bank. The average amount  of  those
    reserve  balances for the year ended December  31,  l995,
    was approximately $516,000.
    
    In  making  short-term investment decisions, the  Company
    considers  its board-approved policies, liquidity  needs,
    potential rate of return, and credit risk.  For  purposes
    of evaluating credit risk, the stability of the financial
    institutions and other entities conducting business  with
    the Company is periodically reviewed.
    
    The  Company had concentrations of credit risk  with  one
    financial institution in the form of a correspondent bank
    account   and  federal  funds  sold  in  the  amount   of
    $1,912,000 and $1,483,000 at December 31, 1995 and  1994,
<PAGE>                       17
    respectively.   If  the financial institution  failed  to
    completely  perform  under the  terms  of  the  financial
    instruments,  the exposure for credit loss would  be  the
    amount  of  the  financial instruments  less  the  amount
    covered  by  the  Federal Deposit  Insurance  Corporation
    (FDIC) of $100,000.
    
    For  the  purposes of the Statements of Cash  Flows,  the
    Company considers overnight Federal funds sold to be cash
    equivalents.
    
    Cash  paid  for  interest  was approximately  $2,259,000,
    $1,772,000,  and  $1,937,000 in  1995,  1994,  and  1993,
    respectively.
    
    Investment Securities
    
    The  Company  adopted  the  provisions  of  Statement  of
    Financial   Accounting   Standards   (SFAS)   No.    115,
    "Accounting  for Certain Investments in Debt  and  Equity
    Securities," at January 1, 1994.  Under SFAS No. 115, the
    Company  has  classified its debt and  marketable  equity
    securities   in   one  of  three  categories:    trading,
    available-for   -sale,   or  held-to-maturity.    Trading
    securities  are  bought  and  held  principally  for  the
    purpose  of selling them in the near term.  No investment
    securities  within the portfolio are considered  trading.
    Held-to-maturity  securities  are  those  securities  for
    which  the  Company has the ability and  intent  to  hold
    until  maturity.   All other securities not  included  in
    held-to-maturity are classified as available-for-sale.
    
    Available-for-sale securities are recorded at fair value.
    Held-to-maturity   securities  are  recorded   at   cost,
    adjusted for the amortization or accretion of premiums or
    discounts.  Unrealized holding gains and losses,  net  of
    related tax effect, on available-for-sale securities  are
    not  included in earnings and are reported as a  separate
    component of stockholders' equity until realized.
    
    A  decline  in the market value of any available-for-sale
    or  held-to-maturity security below cost that  is  deemed
    other than temporary results in a charge to earnings  and
    the establishment of a new cost basis for the security.
    
    Premiums and discounts are amortized or accreted over the
    life  of  the related security as an adjustment to  yield
    using  a  method  that approximates the interest  method.
    Dividend and interest income are recognized when  earned.
    Realized  gains and losses for securities  classified  as
    available-for-sale and held-to-maturity are  included  in
    earnings    and   are   derived   using   the    specific
    identification  method  for  determining  the   cost   of
    securities sold.
    
    Loans and Other Real Estate Owned
    
    Loans  are  generally  carried at amounts  advanced  less
    payments   received.  Interest  income  is  recorded   on
    discounted  loans  by use of a method  which  produces  a
    reasonable  approximation  of  constant  yield   on   the
    outstanding  principal. Interest  income  is  accrued  as
    earned   on   non-discounted  loans  except   for   loans
    designated as non-accrual.
<PAGE>                          18
    Loans   on  which  the  accrual  of  interest  has   been
    discontinued   are   designated  as  non-accrual   loans.
    Accrual of interest on loans is discontinued either  when
    reasonable doubt exists as to the full, timely collection
    of   interest  or  principal,  or  when  a  loan  becomes
    contractually  past  due  by ninety  days  or  more  with
    respect to principal or interest.  When a loan is  placed
    on  non-accrual  status, all interest previously  accrued
    but  not  collected  is reversed against  current  period
    income.  Income on such loans is then recognized only  to
    the  extent  that cash is received and where  the  future
    collection  of  principal  is  probable.   Accruals   are
    resumed on loans only when they are brought fully current
    with  respect to interest and principal and when, in  the
    judgment of management, the loan is estimated to be fully
    collectible as to both principal and interest.
    
    The  allowance  for loan losses is maintained  at  levels
    which  management  considers  necessary  to  reflect  the
    credit  risks  of  the  loan  portfolio.   For  financial
    reporting  purposes, the provision to be  charged  as  an
    operating  expense is based on an assessment of  specific
    problem  loans, local economic conditions, past due  loan
    loss   experience,  and  such  other  factors  which   in
    management's   judgment   deserve   current   recognition
    necessary to maintain the allowance at an adequate level.
    
    Effective  January  1,  1995,  the  Company  adopted  the
    provisions of Statement of Financial Accounting Standards
    No.  114,  "Accounting by Creditors for Impairment  of  a
    Loan,"  and  Statement of Financial Accounting  Standards
    No.  118,  "Accounting by Creditors for Impairment  of  a
    Loan-Income Recognition and Disclosures."  The  Company's
    nonperforming  loan  policies which  address  non-accrual
    loans, meet the definition set forth for "impaired loans"
    in SFAS No. 114.  The Company had no significant impaired
    loans  outstanding in 1995 under the guidelines  of  SFAS
    No. 114.
    
    Under these standards, the 1995 allowance for loan losses
    related to loans that have been identified as impaired is
    based on discounted cash flows using the loan's effective
    interest  rate,  or the fair value of the collateral  for
    collateral-dependent loans, or observable market price of
    the impaired loan.  Loans are considered impaired when it
    is probable that the Company will not collect all amounts
    due in accordance with the contractual terms of the loan.
    The  Company recognizes interest income on impaired loans
    using the same method as that used for non-accrual loans.
    
    Real estate and other assets acquired through foreclosure
    are  recorded at fair value as of that date.  Fair  value
    is  based  on  independent appraisals and other  relevant
    factors.   This  value  becomes the asset's  new  "cost."
    After  foreclosure, these assets are carried at the lower
    of  "cost" or fair value minus estimated costs  to  sell.
    Any  subsequent  write-downs  are  charged  against  non-
    interest expense.  Operating expenses of such properties,
<PAGE>                          19
    net  of  related  income, and gains and losses  on  their
    disposition  are  included  in  non-interest  income  and
    expense.
    
    While  management  uses  all  available  information   to
    recognize  losses on loans and other real  estate  owned,
    future  losses may become necessary based on  changes  in
    economic  conditions, particularly in the local economies
    in  which  the  Company operates.  In  addition,  various
    regulatory  agencies,  as  an  integral  part  of   their
    examination  process, periodically review  the  Company's
    allowance  for loan losses and carrying values of  assets
    acquired  in foreclosure.  Such agencies may require  the
    Company  to  recognize additional losses based  on  their
    judgments about information available to them at the time
    of their examination.
    
    Property and Equipment
    
    Property   and   equipment  are  stated  at   cost   less
    accumulated  depreciation.  Depreciation  is  charged  to
    operating expense and is computed by use of the straight-
    line  method  over  the estimated  useful  lives  of  the
    depreciable assets. The estimated useful lives are  2  to
    40  years  for buildings and improvements, and  3  to  20
    years  for furniture, fixtures and equipment. Maintenance
    and  repairs are charged directly to expense as  incurred
    while  improvements  are  capitalized.  When  assets  are
    retired or otherwise disposed of, the cost and applicable
    accumulated depreciation are removed from the  respective
    accounts  and the resulting gain or loss is reflected  in
    operations.
    
    
    Income Taxes
    
    The  Company files a consolidated income tax return  with
    its subsidiaries.  The Company's subsidiaries are charged
    for income taxes attributable to their taxable income and
    reimbursed for any tax benefit resulting from  their  tax
    losses  and tax credits utilized by the Company to reduce
    consolidated taxable income.
    
    Effective  January 1, 1993, the Company adopted Statement
    of  Financial  Accounting Standards No. 109,  "Accounting
    for Income Taxes," and reported the cumulative effect  of
    that  change in the method of accounting for income taxes
    in the 1993 consolidated statement of operations.
    
    SFAS  No. 109 requires a change from the deferred  method
    of accounting for income taxes to the asset and liability
    method.   Under the asset and liability method,  deferred
    tax  assets and liabilities are recognized for the future
    tax  consequences attributable to differences between the
    financial  statement carrying amounts of existing  assets
    and  liabilities  and  their  respective  tax  bases  and
    operating  loss  and tax credit carryforwards.   Deferred
    tax assets and liabilities are measured using enacted tax
    rates expected to apply to taxable income in the years in
    <PAGE>                     20
    which  those  temporary differences are  expected  to  be
    recovered or settled.  Under SFAS No. 109, the effect  on
    8deferred  tax assets and liabilities of a change  in  tax
    rates is recognized in income in the period that includes
    the enactment date.
    
    Computation of Earnings Per Share
    
    Earnings  per  share  are based on the  weighted  average
    number  of shares of common stock outstanding during  the
    year   after   considering  cumulative  preferred   stock
    dividends.   Cumulative preferred stock dividends  accrue
    annually at approximately $392,000.
    
    2.  Fair Value of Financial Instruments
    
    Statement  of  Financial Accounting  Standards  No.  107,
    "Disclosures  About Fair Value of Financial  Statements,"
    requires  the Company to disclose estimated  fair  values
    for  its  financial instruments.  Fair  value  estimates,
    methods,  and  assumptions are set forth  below  for  the
    Company's financial instruments.
    
<TABLE>
<S>                                     <C>          <C>
                                         December 31, 1995
                                           (In thousands)
                                        Carrying      Estimated
                                          value        fair value
      Financial Assets
       Cash and due from banks.........$  2,584         2,584
       Federal funds sold..............   6,300         6,300
       Investment securities...........  28,800        28,830
       Loans...........................  43,604        43,520
      Financial Liabilities
       Non-interest-bearing deposits...  15,295        15,295
       Interest-bearing deposits.......  60,975        61,107
      Off-balance sheet financial instruments
       Commitments to extend credit....     -             -
       Standby letters of credit.......     -             -
</TABLE>
    
    Cash and Due From Banks and Federal Funds Sold
    
3    The  carrying  amounts  of  these  financial  instruments
    approximate fair value due to the short maturity of these
    financial instruments.
    
    Investment Securities
    
    The  fair value of investment securities, except  certain
    obligations  of states and municipalities,  is  estimated
    based on bid prices published in financial newspapers  or
    bid  quotations  received from securities  dealers.   The
    fair   value   of  certain  obligations  of   state   and
    municipalities  are not readily available through  market
    sources  other  than  dealer quotations,  so  fair  value
    estimates  are based on quoted market prices  of  similar
    instruments, adjusted for differences between the  quoted
    instruments and the instruments being valued.
<PAGE>                          21    
    Loans
    
    Fair  values are estimated for portfolios of  loans  with
    similar  financial characteristics.  Loans are segregated
    by  type such as commercial, real estate, installment and
    credit   card  loans.   Each  loan  category  is  further
    segmented into fixed and adjustable rate interest terms.
    
    The  fair  value of loans, except credit card  loans,  is
    calculated  by  discounting scheduled cash flows  through
    the  estimated maturity using rates of notes  of  similar
    terms and type.  The fair value of credit card loans  are
    assumed to be at carrying value.
    
    Liabilities
    
    Under  SFAS No. 107, the fair value of deposits  with  no
    stated  maturity, such as demand deposits,  savings,  and
    money  market accounts is equal to the amount payable  on
    demand  as  of  December 31, 1995.   The  fair  value  of
    certificates of deposit is based on the discounted  value
    of   contractual  cash  flows.   The  discount  rate   is
    estimated  using the rates currently offered  of  similar
    remaining maturities.
    
    The fair value estimates above do not include the benefit
    that  results from the low-cost funding provided  by  the
    deposit  liabilities compared to the  cost  of  borrowing
    funds in the market.
    
    Commitments  to  Extend  Credit and  Standby  Letters  of
    Credit
    
    The  fair  value  of  commitments to  extend  credit  and
    standby  letters of credit is considered to be  equal  to
    carrying value.
    
    Limitations
    
    Fair  value  estimates are made at a  specific  point  in
    time,   based   on   relevant  market   information   and
    information   about  the  financial  instrument.    These
    estimates  do  not reflect any premium or  discount  that
    could  result  from offering for sale  at  one  time  the
    Company's   entire   holdings  of  particular   financial
    instruments.  Because no market exists for the  Company's
    financial instruments, fair value estimates are based  on
    judgments  regarding  future  expected  loss  experience,
    current  economic  conditions,  risk  characteristics  of
    various financial instruments, and other factors.   These
    estimates   are   subjective  in   nature   and   involve
    uncertainties  and  matters of significant  judgment  and
    therefore  cannot be determined with precision.   Changes
    in assumptions could significantly affect the estimates.
    
    Fair  value estimates are based on existing on- and  off-
    balance sheet financial instruments without attempting to
    estimate the value of anticipated future business and the
    value  of  assets and liabilities that are not considered
<PAGE>                         22
    financial    instruments.    In   addition,    the    tax
    ramifications   related  to  the   realization   of   the
    unrealized gains and losses can have a significant effect
    on  fair value estimates and have not been considered  in
    any of the estimates.
    
    3.  Investment Securities
    
    As  discussed in note 1, the Company adopted SFAS No. 115
    as  of January 1, 1994.  The net effect of this change in
    accounting principle of $170,063, net of deferred  taxes,
    was determined as of January 1, 1994, and is reported  as
    a separate component of stockholders' equity.
    
    In  December  1995,  the Company transferred  investments
    held-to-maturity   with   a   carrying   value   totaling
    $21,128,000  to available-for-sale.  The securities  were
    transferred  at fair value of approximately  $21,037,000,
    resulting in an unrealized loss of $91,000.  The transfer
    occurred as allowed by the Financial Accounting Standards
    Board's  provision that allowed entities to  reassess  by
    December   31,   1995,   the   appropriateness   of   the
    classifications of all investment securities.  Management
    believes  there has been no permanent impairment  in  the
    value of the Company's investment securities.
    
    Investment  securities at December  31,  1995  and  1994,
    consist of (in thousands):
    
<TABLE>
<S>                                                 <C>          <C>
                                                      1995         1994

          Available-for-sale, at fair value........$ 28,009         7,137
          Held-to-maturity, at amortized cost......     791        23,451

                                                   $ 28,800        30,588
</TABLE>
<PAGE>                              23    
    The amortized cost, gross unrealized holding gains, gross
    unrealized  holding losses, and fair value for available-
    for-sale   and  held-to-maturity  securities   by   major
    security  type at December 31, 1995, were as follows  (in
    thousands):
<TABLE>
                                      <C>         <C>        <C>         <C>
                                                    Gross      Gross
                                      Amortized   Unrealized  Unrealized   Fair
                                         Cost        Gains      Losses    Value
    Available-for-sale:               
       U. S. Treasury securities.......$ 2,094         20          -       2,114
       Securities of other U. S. 
         government agencies...........    747          3         (7)        743
       State and municipals............  9,074         43        (71)      9,046
                                        11,915         66        (78)     11,903
       Mortgage-backed securities...... 16,192        106       (192)     16,106
                                       $28,107        172       (270)     28,009
    Held-to-Maturity:
       State and municipals............$   791         30         -          821
    
</TABLE>
    
    The amortized cost, gross unrealized holding gains, gross
    unrealized  holding losses, and fair value for available-
    for-sale   and  held-to-maturity  securities   by   major
    security  type at December 31, 1994 were as  follows  (in
    thousands):
    
<TABLE>
<S>                                   <C>         <C>        <C>        <C>
                                                    Gross       Gross
                                      Amortized   Unrealized  Unrealized  Fair
                                        Cost        Gains       Losses   Value
     Available-for-sale:
       U. S. Treasury securities......$   829         -          (11)       818
       Mortgage-backed securities.....  6,570         -         (251)     6,319

                                      $ 7,399         -         (262)     7,137
     Held-to-maturity:
       U. S. Treasury securities......$ 1,264         -          (78)     1,186
       Securities of other U. S. 
         government agencies..........    747         -          (62)       685
       States and municipals..........  9,972          3        (545)     9,430
                                       11,983          3        (685)    11,301
       Mortgage-backed securities..... 11,468          6        (490)    10,984
                          
                                      $23,451          9      (1,175)    22,285
</TABLE>
<PAGE>                               24    
    The   amortized   cost  and  fair  value  of   investment
    securities at December 31, 1995, by contractual maturity,
    in  thousands, are shown below.  Expected maturities will
    differ  from  contractual maturities because  issuers  of
    investment  securities may have  the  right  to  call  or
    prepay obligations.
    
<TABLE>
<S>                                               <C>           <C>    
                                                   Amortized
                                                     Cost        Fair Value
     Available-for-sale:    
        Due in one year or less...................$  1,495         1,503
        Due after one year through five years.....   7,588         7,594
        Due after five years through ten years....   2,612         2,585
        Due after ten years.......................     220           221
                                                    11,915        11,903
        Mortgage-backed securities................  16,192        16,106

                                                  $ 28,107        28,009
     Held-to-maturity:
       Due after one year through five years......$     78            82
       Due after five years through ten years.....     713           739
                                                       791           821

                                                  $ 28,898        28,830
</TABLE>
    
    There  were no sales of investment securities in 1995  or
    1993.    Proceeds   from   sales  of   available-for-sale
    securities during 1994 were approximately $3,239,000  and
    the  gross  realized  gains were approximately  $104,000.
    None of the investment securities were sold for losses.
    
    Investment   securities  having  a  carrying   value   of
    approximately $12,104,000 and $14,656,000 at December 31,
    1995  and  1994,  respectively, were  pledged  to  secure
    public  funds on deposit and for other purposes  required
    by law.
    
    4. Loans
    
    A summary of the Company's loans is as follows:
    
<TABLE>
<S>                                              <C>           <C>
                                                 1995            1994
                                                     (In thousands)

     Commercial, financial and agricultural....$ 11,450          11,917
     Real estate-construction..................   2,785           1,556
     Real estate-mortgage......................  19,662          19,708
     Credit card receivables...................     522             625
     Installment...............................   9,725           8,168

           Total loans.........................$ 44,144          41,974
</TABLE>
<PAGE>                             25
    At December 31, 1995 and 1994, loans  on  which  interest              
    had  ceased  to  be  accrued  approximated  $184,000  and
    $178,000, respectively. Had the accrual status  of  these
    been   normal,  approximately  $21,000  and  $47,000   of
    additional  interest would have been earned in  l995  and
    l994, respectively.  At December 31, 1995 and 1994, there
    were no commitments to lend additional funds to borrowers
    with  loans  on  which the accrual of interest  has  been
    discontinued.
    
    At  December  31,  l995  and  l994,  loans  to  executive
    officers,   directors,  their  immediate   families   and
    companies  in  which  they  own  a  significant  interest
    aggregated    approximately   $80,000    and    $151,000,
    respectively.  During 1995 approximately $31,000 of  loan
    advances were made, and repayments totaled $102,000.   In
    management's opinion, such transactions were made on  the
    same  terms, including interest rates and collateral,  as
    those  prevailing at the time for comparable transactions
    with  other persons and did not involve more than  normal
    risk.
    
    The  Company grants commercial, real estate, and consumer
    loans  to customers principally in the state of Oklahoma.
    Although  the  Company has a diversified loan  portfolio,
    the  majority of its customers consist of individual  and
    corporate borrowers in eastern Oklahoma county.
    
    Contractual maturity and rate sensitivity distribution of
    loans at December 31, 1995,  is as follows:
    
<TABLE>
<S>                            <C>           <C>          <C>         <C>
                                One year      One to       Over five    
                                 or less     five years       years    Total
                                             (In thousands)
    Commercial, financial and
      agricultural............$  8,533           2,570         347     11,450
    Real estate-construction..   2,139             141         505      2,785
    Real estate-mortgage......   2,795          13,519       3,348     19,662
    Credit card receivables...     522            -             -         522
    Installment...............   1,263           8,036         426      9,725

         Total................$ 15,252          24,266       4,626     44,144

    Interest sensitivity of loans by contractual maturity:
      Predetermined rate......   7,134          19,611       1,565     28,310
      Variable rate...........   8,118           4,655       3,061     15,834

          Total...............$ 15,252          24,266       4,626     44,144
</TABLE>
<PAGE>                                   26    
    5.  Allowance for Loan Losses
    
    A  summary  of  transactions in the  allowance  for  loan
    losses is as follows:
    
<TABLE>
<S>                                      <C>          <C>           <C>
                                             Years ended December 31,
                                          1995          1994          1993
                                                  (In thousands)
    Balance at beginning of year........$  559            437          469
    Provisions charged to expense.......   279             90          236
    Recoveries..........................    50            123           19
    Loans charged off...................  (350)           (91)        (287)

    Balance at end of year..............$  538            559          437
</TABLE>
    
    6.  Property and Equipment
    
    Property and equipment is summarized as follows:
    
<TABLE>
<S>                                               <C>              <C>
                                                    1995             1994
                                                       (In thousands)

    Land.........................................$   751               751
    Bank buildings and equipment.................  5,681             5,601
    Furniture and equipment......................    861               713

                                                   7,293             7,065
    Less accumulated depreciation................  3,413             3,014

                                                 $ 3,880             4,051
</TABLE>

    7.  Deposits
    
    Included in interest bearing deposits are certificates of
    deposit   in   amounts  of  $100,000  or   more.    These
    certificates and their remaining maturities  at  December
    31, 1995 and 1994 are as follows:
    
<TABLE>
<S>                                                  <C>            <C> 
                                                       1995          1994
                                                         (In thousands)
    3 months or less...............................$  5,418           8,555
    Over 3 months through 6 months.................   1,294           1,446
    Over 6 months through 12 months................     750           1,314
    Over 12 months.................................     100             198

                                                   $  7,562          11,513
</TABLE>
    The  interest  expense  on  these  deposits  approximated
    $530,000  and  $375,000 for the years ended December  31,
    1995 and 1994, respectively.
<PAGE>                             27    
    8.  Securities Sold Under Repurchase Agreement
    
    In  1994,  the  Company  sold a mortgage-backed  security
    under a repurchase agreement.  The agreement was for less
    than 1 month.  In 1995, the security was repurchased  for
    the same amount as it was sold for plus interest at 6.1%.
    
    9.  Other Non-interest Expense
<TABLE>
<S>                                           <C>          <C>       <C>  
                                                 Years ended December 31,
                                               1995         1994       1993
                                                       (In thousands)

      Outside service expenses...............$  157           181       161
      Advertising and business development...   153           156        94
      Postage................................    73            65        57
      Stationery, printing and supplies......    96            83        71
      Collection expense.....................    30            56       107
      Data processing expense................   113           112       124
      Other..................................   387           451       512

                                             $1,009         1,104     1,126
</TABLE>
    10.Income taxes
    
    As  discussed in note 1, the Company adopted SFAS No. 109
    as  of  January 1, 1993.  The cumulative effect  of  this
    change  in  accounting for income taxes of  $116,000  was
    determined  as  of  January  1,  1993  and  is   reported
    separately  in  the consolidated statement of  operations
    for the year ended December 31, 1993.
    
    The components of income taxes are as follows:
<TABLE>
<S>                                             <C>        <C>         <C>                    
                                                   Years ended December 31,
                                                 1995        1994        1993
                                                        (In thousands)
        Current:
          Federal..............................$  225         228         208
          State................................    54          -           -
                                                  279         228         208
        Deferred:
          Federal..............................   (22)        (14)         16
          State................................    (4)         50          42
                                                  (26)         36          58
        
        Income tax expense.....................$  253         264         266
</TABLE>
(PAGE>                                  28
    The  Company's  tax provision on income before  provision
    for  income taxes differs from a normal 34% tax  rate  as
    shown below:
<TABLE>
<S>                                            <C>         <C>         <C>
                                                   Years ended December 31,
                                                  1995         1994      1993
                                                          (In thousands)
     Income before income taxes multiplied
       by 34% in 1995, 1994 and 1993............$  350           372      313
       
       Tax exempt interest......................  (132)         (158)     (83)
       State income taxes.......................    33            33       28
       Other, net...............................     2            17        8

                                                $  253           264      266
</TABLE>
    Cash  paid  for income taxes was approximately  $212,000,
    $291,000   and   $95,000   in  1995,   1994   and   1993,
    respectively.
    
    The  tax effects of temporary differences that give  rise
    to  significant portions of the deferred tax  assets  and
    deferred  tax liabilities at December 31, 1995 and  1994,
    are presented below:
    
<TABLE>
<S>                                                       <C>            <C>
                                                           1995         1994
                                                            (In thousands)
    Deferred tax assets:
      Other real estate, principally due to charge-offs..$    6           30
      Alternative minimum tax credit carryforward........   100           97
      Other..............................................    22            -

       Total gross deferred tax assets before net 
        unrealized holding loss on investment securities
        available-for-sale...............................   128          127

       Deferred tax asset on net unrealized holding loss
        on investment securities available-for-sale......    39          104

       Total gross deferred tax assets...................   167          231

    Deferred tax liabilities:
      Property and equipment, principally due to difference
       in depreciation...................................   540          549
      Loans, principally due to allowance for loan losses   836          828
      Purchased core deposit intangible, principally due
       to difference in amortization.....................    -            53

      Total gross deferred tax liabilities............... 1,376        1,430

      Net deferred tax liability.........................$1,209        1,199
</TABLE>
    A  valuation  allowance for deferred tax assets  was  not
    required  as of December 31, 1995, 1994, or 1993  due  to
    management's  expectation  of  the  future  reversal   of
    deferred tax liabilities.
<PAGE>                              
    At  December  31,  1995, the Company has  an  alternative
    minimum tax credit carryforward of approximately $100,000
    which  is  available  to  reduce future  federal  regular
    income taxes, if any, over an indefinite period.
    
    11.Employee Benefit Plans
    
    The  Company sponsors a defined contribution 401(k)  plan
    covering   substantially  all   employees   under   which
    employees' contributions may be partially matched by  the
    Company.  The Company's contributions in 1995, 1994,  and
    1993 were $53,000, $50,000, and $41,000, respectively.
    
    12.Relationships with Certain Stockholders and
    Affiliates
    
    The  Company and its subsidiaries, through common  owners
    and/or  directors, are considered to be  related  parties
    for  financial  reporting purposes with  one  other  bank
    holding company and its bank.
    
    UB sold loan participations to this bank totaling $97,000
    and $169,000 at December 31, 1995 and 1994, respectively.
    13.Financial  Instruments With Off-Balance  Sheet  Credit
    Risk
    
    The Company is a party to financial instruments with off-
    balance  sheet  credit  risk  in  the  normal  course  of
    business  to  meet the financing needs of its  customers.
    These financial instruments include commitments to extend
    credit  and standby letters of credit.  These instruments
    involve, to varying degrees, elements of credit  risk  in
    excess  of  the  amount recognized  in  the  consolidated
    balance   sheets.    The  contract   amounts   of   those
    instruments reflect the extent of involvement the Company
    has in particular classes of financial instruments.
    
    The  Company's exposure to credit loss in  the  event  of
    nonperformance  by  one  of  the  other  parties  to  the
    financial  instruments for commitments to  extend  credit
    and  standby  letters  of credit is  represented  by  the
    contractual  amounts of those instruments.   The  Company
    uses  the same credit policies in making commitments  and
    conditional  obligations as it does for on-balance  sheet
    instruments.    Financial  instruments   whose   contract
    amounts  represent  credit risk at  December  31  are  as
    follows:
    
                                       1995          1994
    
    Committments to extend credit....$6,496,000    5,341,000
    Standby letters of credit........   588,000      948,000
    
    Commitments to extend credit are agreements to lend to  a
    customer  as  long  as  there  is  no  violation  of  any
    condition established in the contract.  Commitments  have
    fixed  expiration dates or other termination clauses  and
    may  require  payment  of  a  fee.   Since  some  of  the
    commitments  may  expire without being  drawn  upon,  the
<PAGE>                         30
    total  commitment  amounts do not  necessarily  represent
    future  cash  requirements.  The Company  evaluates  each
    customer's creditworthiness on a case-by-case basis.  The
    amount of the collateral obtained if deemed necessary  by
    the  Company  upon  extension  of  credit  is  based   on
    management's   credit   evaluation   of   the   customer.
    Collateral  held  varies but may include certificates  of
    deposit,  accounts  receivable, inventory,  property  and
    equipment,  real estate, livestock, and income  producing
    properties.
    
    Standby  letters  of  credit are conditional  commitments
    issued by the Company to guarantee the performance  of  a
    customer   to  a  third  party.   Those  guarantees   are
    primarily    issued   to   support   private    borrowing
    arrangements.  All of the standby letters  of  credit  at
    December 31, 1995, are short-term guarantees; they expire
    prior to December 31, 1996.  The credit risk involved  in
    issuing letters of credit is essentially the same as that
    involved in extending loan facilities to customers.  When
    deemed  necessary,  the Company may  hold  a  variety  of
    collateral  to support these commitments similar  to  the
    types  of  collateral  held  for  commitments  to  extend
    credit.
    
    14.Commitments and Contingencies
    
    The   Company,   through  its  United  Del   City   Tower
    subsidiary,  leases excess office space.  Future  minimum
    rentals for non-cancelable office leases, with initial or
    remaining  terms  of one year or more  consisted  of  the
    following at December 31, 1995:
    
       1996..............................$  378,000
       1997.............................    285,000
       1998............................      85,000
       1999................................  14,000
    
    15.  Regulatory Capital Requirements
    
    United  Bank  is  subject to certain  regulatory  capital
    regulations  which  require the  maintenance  of  certain
    levels  of  capital  as  a  percentage  of  risk-adjusted
    assets.  These regulations define capital as either  core
    capital (Tier 1) or supplementary capital (Tier 2).  Core
    capital   consists  primarily  of  common   shareholders'
    equity,  while  supplementary  capital  is  comprised  of
    preferred stock, certain debt instruments, and a  portion
    of  the allowance for loan losses.  At December 31, 1995,
    the  required core capital is 4.00% and total  risk-based
    capital is 8.00%.  UB's core and total risk-based capital
    exceed  regulatory guidelines at December  31,  1995  and
    1994, respectively, and are as follows:

                                                1995      1994

          Tier 1 capital (core)                14.29%    13.05%
          Tier 2 capital (total risk-based)    15.28     14.11
<PAGE>                          31    
    The   payment   of  dividends  by  the  subsidiaries   is
    restricted   by  regulatory  capital  requirements.    At
    December  31, 1995, approximately $1,328,000 is available
    from United Bank's retained earnings for distribution  as
    a  dividend  to  the  Company in 1996 without  regulatory
    approval.
    
    
16.  Parent Company Financial Statements
      Following are the condensed financial statements for United Oklahoma 
      Bankshares, Inc. (Parent Company only):

                          Statement of Operations

<TABLE>
<S>                                               <C>        <C>       <C>
                                                    Years ended December 31,
                                                   1995       1994      1993
                                                         (In thousands)
    Income:
      Dividend from UB............................$  -          275      450
      Interest....................................   40           8        8
        Total.....................................   40         283      458

    Expenses:
      Interest....................................   -            6       42
      Other.......................................   20          20       72
        Total.....................................   20          26      114

    Income before income taxes, undistributed income
      of subsidiaries and cumulative effect of 
      change in accounting principle..............   20         257      344
    Income tax (expense) benefit..................   (8)          7       40
    Income before undistributed income of 
      subsidiaries and cumulative effect of
      change in accounting principle..............   12         264      384
    Equity in undistributed income of subsidiaries  763         565      271
    Income before cumulative effect of change in
      accounting principle........................  775         829      655
    Cumulatve effect of change in accounting
      principle...................................   -           -       116

          Net income..............................$ 775         829      771
</TABLE>
<PAGE>                                 32
                              Balance Sheets
                                                             December 31,
                                                           1995       1994
                                                            (In thousands)
<TABLE>
<S>                                                       <C>         <C>
   Assets
 
   Cash and cash equivalents............................$   163        68
    Investment in UB at equity...........................  7,770     6,908
    Other assets.........................................     61        60
                                                        $  7,994     7,036
   Liabilities and Stockholders' Equity

   Accrued expenses and other liabilities, principally
     deferred income taxes..............................$    171       87
         Total liabilities..............................     171       87
   Preferred stock......................................   4,356    4,356
   Common stock.........................................   2,805    2,805
   Additional paid-in capital...........................   7,358    7,358
   Accumulated deficit..................................  (5,540)  (6,315)
   Net unrealized holding loss on investment securities
     available-for-sale held by UB, net of deferred taxes    (59)    (158)
                                                           8,920    8,046

   Less cost of common stock held in treasury...........  (1,097)  (1,097)
        Net stockholders' equity........................   7,823    6,949
                                                        $  7,994    7,036
</TABLE>
<PAGE>                               33
                           Statements of Cash Flows

<TABLE>
<S>                                           <C>          <C>        <C>
                                                   Years ended December 31,
                                                   1995      1994      1993
                                                       (In thousands)

    Cash flows from operating activities:
      Net income.................................$  775       829       771
        Adjustments to reconcile net income to
         net cash provided by operating activities:
        Equity in undistributed income of
         subsidiaries............................  (763)     (565)     (271)
        Loss on sale of land.....................    -         -         49
        Cumulative effect of change in accounting
         principle...............................    -         -       (116)
        Increase in other assets.................    (1)       -         -
        Increase (decrease) in other liabilities.    84       (94)      151
             Total adjustments...................  (680)     (659)     (187)

    Net cash provided by operating activities....    95       170       584

    Cash flows from investing activities:
      Proceeds from sale of land.................    -         -         93

    Cash flows from financing activities:
      Purchase of treasury stock.................    -        (11)        -
      Repayment of long-term debt................    -       (450)     (450)
    Net cash used in financing...................    95      (291)      227

    Cash and cash equivalents at beginning of year   68       359       132

    Cash and cash equivalents at end of year.....$  163        68       359
</TABLE>
<PAGE>                               34
 INDEPENDENT AUDITORS' REPORT  
 UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
 
 
 
 
 
 
 
 The Board of Directors and Stockholders
 United Oklahoma Bankshares, Inc.:
    
    We  have audited the accompanying consolidated balance sheets of
 United Oklahoma Bankshares, Inc. and subsidiaries (the Company)  as
 of  December  31,  l995  and  l994, and  the  related  consolidated
 statements of operations, changes in stockholders' equity and  cash
 flows for each of the years in the three-year period ended December
 31,   l995.   These  consolidated  financial  statements  are   the
 responsibility of the Company's management.  Our responsibility  is
 to  express  an opinion on these consolidated financial  statements
 based on our audits.
    
    We  conducted  our audits in accordance with generally  accepted
 auditing  standards.   Those standards require  that  we  plan  and
 perform the audit to obtain reasonable assurance about whether  the
 financial statements are free of material misstatement.   An  audit
 includes  examining,  on  a  test basis,  evidence  supporting  the
 amounts and disclosures in the financial statements.  An audit also
 includes  assessing the accounting principles used and  significant
 estimates  made  by management, as well as evaluating  the  overall
 financial  statement  presentation.  We  believe  that  our  audits
 provide a reasonable basis for our opinion.
    
    In  our  opinion, the consolidated financial statements referred
 to  above  present fairly, in all material respects, the  financial
 position of United Oklahoma Bankshares, Inc. and subsidiaries as of
 December 31, 1995 and 1994, and the results of their operations and
 their  cash  flows  for each of the years in the three-year  period
 ended  December  31,  1995, in conformity with  generally  accepted
 accounting principles.
    
    As discussed in note 1 to the consolidated financial statements,
 the  Company  adopted  the  provisions of Statements  of  Financial
 Accounting   Standards  No.  114,  "Accounting  by  Creditors   for
 Impairment  of  a  Loan,"  as amended by No.  118,  "Accounting  by
 Creditors   for   Impairment  of  a  Loan-Income  Recognition   and
 Disclosures," in 1995, No. 115, "Accounting for Certain Investments
 in  Debt  and  Equity Securities," in 1994 and No. 109, "Accounting
 for Income Taxes," in 1993.
    
    
    
                                        KPMG Peat Marwick LLP
    
    
    
 Oklahoma City, Oklahoma
 February 16, 1996
<PAGE>                             35 
 
 SELECTED STATISTICAL INFORMATION
 UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

 CONDENSED AVERAGE BALANCE SHEETS
<TABLE>
<S>                                         <C>    <C>        <C>     <C>
                                             Years ended December 31,
                                            1995                 1994
                                                  (In thousands)
 Average Assets:
   Cash and due from banks.................$ 2,630   3.21%   $  2,605   3.33%
   Federal funds sold......................  3,022   3.68       1,599   2.04
   Investment securities................... 30,437  37.11      31,869  40.76
   Loans................................... 41,444  50.53      37,263  47.66
   Less:  Allowance for loans losses.......   (568) (0.69)       (534) (0.68)
   Property and equipment, net.............  3,966   4.84       4,047   5.18
   Accrued interest and other assets.......  1,093   1.32       1,334   1.71
                                           $82,024 100.00%   $ 78,183 100.00%
Average Liabilites and Stockholders' Equity:
   Deposits:
     Demand:
       Individuals, partnerships and 
          corporations.....................$14,287  17.42    $ 13,422  17.17%
     Money market checking.................  9,129  11.13       9,772  12.50
     Savings and money market savings...... 17,424  21.24      18,962  24.25
     Time.................................. 31,864  38.85      27,425  35.08
       Total deposits...................... 72,704  88.64      69,581  89.00
   Short-term borrowings...................     89   0.11          79   0.10
   Long-term debt..........................    -     0.00          97   0.12
   Accrued interest and other liabilites...  1,846   2.25       1,771   2.27
       Total liabilites.................... 74,639  91.00      71,528  91.49

   Stockholders' equity:
     Preferred stock.......................  4,356   5.31       4,356   5.57
     Common stock..........................  2,805   3.42       2,805   3.59
     Additional paid-in capital............  7,358   8.97       7,358   9.41
     Accumulated deficit................... (5,926) (7.22)     (6,779) (8.67)
     Net unrealized holding gain (loss) on
       investment securities available-for-
       sale, net of deferred taxes.........   (111) (0.14)          3   0.00
                                             8,482  10.34       7,743   9.90
     Less cost of common stock held in 
       treasury............................ (1,097) (1.34)     (1,088) (1.39)
         Net stockholders' equity..........  7,385   9.00       6,655   8.51
                                           $82,024 100.00%   $ 78,183 100.00%
</TABLE>
<PAGE>                               36
SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

ANALYSIS OF NET INTEREST INCOME
<TABLE>
<S>                           <C>     <C>      <C>      <C>      <C>     <C>
                                              Years ended December 31,
                                          1995                     1994
                              Average  Income/  Yield/  Average  Income/  Yield/
                              Balance  Expense   Rate   Balance  Expense   Rate
Earning assets:
  Investment securities(1):
    Taxable..................$  20,587  1,309    6.36% $ 22,387   1,331    5.95%
    Nontaxable...............   10,036    429    4.27     9,477     398    4.20
                                30,623  1,738    5.68    31,864   1,729    5.43
  Federal funds sold.........    3,022    176    5.82     1,599      60    3.75

  Loans, net of unearned 
    discount(2)..............   41,444  4,101    9.90    37,263   3,371    9.05
     Total earning assets/
      total interest income..$  75,089  6,015    8.01% $ 70,726   5,160    7.30%

Interest bearing liabilities:
  Interest bearing deposits..$  58,417  2,564    4.39% $ 56,159   1,791    3.19%
  Short-term borrowings......       89      5    5.62        79       4    5.06
  Long-term debt.............        -      -    0.00        97       6    6.19
     Total interest bearing
       liabilites/total 
       interest expense......$  58,506  2,569    4.39% $ 56,335   1,801    3.20%
  Differentials/net interest
    income...................$  16,583  3,446    3.62% $ 14,391   3,359    4.10%

    Net interest income as 
     reported/interest
     earning assets                              4.59%                     4.75%

(1)  The amortized cost is used in the average balance calculation.

(2)  Loans classified as non-accruing are included in the average balance
     calculation.

</TABLE>
<PAGE>                               37
SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

LOAN CONCENTRATIONS
<TABLE>
<S>                                                  <C>          <C>
                                                       December 31, 1995
                                                                   Percent
                                                      Amount       of total
                                                         (In thousands)

Commercial, financial and agricultural..............$  11,450        25.94%
Real estate-construction............................    2,785         6.31
Real estate-mortgage................................   19,662        44.54
Credit card receivables.............................      522         1.18
Installment.........................................    9,725        22.03
     Total loans....................................$  44,144       100.00%


        Participations purchased amounting to $163,000 at December 31, 1995
        are included in commercial.  In addition, it should be noted that
        certain commercial loans may be secured by real estate.
</TABLE>
<PAGE>                              38                                    
SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

<TABLE>
<S>                                             <C>              <C>
                                                 Years ended December 31,
                                                     1995            1994
                                                      (In thousands)

Balance at beginning of year......................$    559             437
Charge-offs:
  Commercial, financial and agricultural..........    (176)            (82)
  Installment.....................................    (174)             (9)
            Total charge-offs.....................    (350)            (91)

Recoveries:
  Commercial, financial and agricultural..........      42             109
  Installment.....................................       8              14
            Total recoveries......................      50             123

Net (charge-offs) recoveries......................    (300)             32

Additions charged to operating expense............     279              90

Balance at end of year............................$    538             559


Total average loans, net of unearned discount.....$ 41,444          37,263

Ratio of net charge-offs (recoveries) to total 
  average loans, net of unearned discount.........    0.72%          (0.09)%


Total loans, net of unearned discount.............$ 44,142          41,960

Ratio of allowance for loan losses to total loans,
  net of unearned discount........................    1.22%           1.33%
</TABLE>
<PAGE>                              39
SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
<TABLE>
<S>                                      <C>      <C>       <C>        <C>
                                                Years ended December 31,
                                                1995               1994
                                                  % of Loans          % of Loans
                                                    in each            in each
                                         Amount    category   Amount  category
                                                     (In thousands)
 Commercial, financial and agricultural  $  187      25.94%  $  122     28.40%
 Real estate-construction..............      -        6.31        1      3.71
 Real estate-mortgage..................       5      44.54       13     46.95
 Credit card receivables and installment     -       23.21       -      20.94
    Total..............................     192     100.00%     136    100.00%

 Unallocated...........................     346                 423

    Total allowance....................  $  538              $  559
</TABLE>


The basis of allocation of the allowance for loan losses is a review of 
individual loans, based on the bank's credit review and grading system,
for possible exposure to loss, excet for installment loans whose allocation
is based primarily on historical net charge-off experience.  The unallocated
portion of the allowance provides for unforeseen credit risk exposure.  The
specific allocation of the allowance, therefore, represents only a numerical
evaluation of identified risks in the portfolio at a point in time and does
not necessarily represent anticipated charge-offs.
<PAGE>                                40
SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

MATURITY DISTRIBUTION OF INVESTMENT SECURITIES
<TABLE>
<S>          <C>     <C>    <C>   <C>   <C>   <C>    <C>   <C>   <C>    <C>
                 Within   After 1 year  After 5 years               
                  1 year   but within    but within    After        
                          5 years       10 years    10 years         Total
              Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
December 31, 1995 (1)                  (In thousands)
U. S. 
Treasury....$ 1,003  6.70% $ 1,091 5.50% $-      -  % $ -      -% $ 2,094  6.08%
Other U. S.
government
agencies....    -      -       747 5.75   -      -      -      -      747  5.75
Mortgage-
backed......    -      -        -    -    -      -      -      -   16,192  6.50
State & 
municipals..    492  3.46    5,828 4.23   3,324 4.58   221  4.13    9,865  4.31
Total amount
/yield......$ 1,495  5.63% $ 7,666 4.56% $3,324 4.58% $221  4.13% $28,898  5.70% 
Average maturity (in years)*                                              14.70

December 31, 1994 (1)
U. S.
Treasury....$   -      - % $ 2,093 6.09% $  -    -  % $ -    -  % $ 2,093  6.09%
Other U. S.
government
agencies....    -      -       747 5.75     -    -      -    -        747  5.75
Mortgage-
backed......    -      -       -    -       -    -      -    -     18,038  6.40
State &
municipals..   527   2.91    4,774 4.07   4,335 4.50     336 4.37   9,972  4.21
Total amount
/yield      $  527   2.91% $ 7,614 4.81% $4,335 4.50%  $ 336 4.37%$30,850  5.65%
Average maturity (in years)*                                              15.58
</TABLE>
*Includes contractual maturities of mortgage-backed securities which may vary 
significantly from actual cash flows due to prepayments.

(1)  The amortized cost of investment securities are represented in this table.

DISTRIBUTION OF AVERAGE DEPOSITS
<TABLE>
<S>                                         <C>    <C>       <C>      <C>
                                                   Years ended December 31,
                                                   1995             1994
                                                  Average          Average
                                              Amount  Rate     Amount  Rate
                                                       (In thousands)
Demand:
  Individuals, partnerships and corporations.$ 14,287   -  %  $ 13,422   -  %
NOW and money market checking................   9,129  2.57      9,772  2.49  
Savings and money market savings.............  17,424  3.03     18,962  2.83
Time of less than $100,000...................  22,213  5.72     16,853  3.75
Time of $100,000 or more.....................   9,651  5.49     10,572  3.55

     TOTAL...................................$ 72,704  3.53%  $ 69,581  2.57%
</TABLE>
<PAGE>                             41
SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

SHORT-TERM BORROWINGS

  The following table summarizes information with respect to certain short-term
  borrowings for the years indicated.

<TABLE>
<S>                             <C>         <C>       <C>       <C>     <C>
                                 Amount Outstanding   Maximum    Average Amount
                                   End of Year         Amount       Outstanding
                                           Average   Outstanding        Average
                                           Interest   at any            Interest
                                 Amount      Rate    Month End   Amount   Rate
                                                 (In thousands)

1995
Federal funds purchased and 
   securities sold..........$     -           -    $      -     $   89    5.58%

1994
Federal funds purchased and
   securities sold..........$   1,500       6.13%  $   1,500    $   79    4.26%

1995
Federal funds purchased and
   securities sold..........$     -           - %  $       -    $   18    2.93%
</TABLE>

RETURN ON EQUITY AND ASSETS
<TABLE>
<S>                                           <C>         <C>       <C>
  
                                                 Years ended December 31,
                                                1995       1994      1993
Ratio of net income to:
  Average earning assets....................... 1.03%      1.18      1.09%
  Average total assets......................... 0.94       1.06      0.98
  Average stockholders' equity.................10.49      12.46     13.09

Ratio of average stockholders' equity to:
  Average total assets......................... 9.00       8.51      7.47
  Average total loans..........................17.82      17.86     16.58

Dividend payment ratio......................... N/A        N/A       N/A
</TABLE>
<PAGE>                               42

  DIRECTORS AND EXECUTIVE OFFICERS
  UNITED OKLAHOMA BANKSHARES, INC.
  
  
  George  N.  Cook, 50.  Chairman of the Board.  Mr. Cook also serves
     as  President  and Chief Executive Officer of American  National
     Bank and Director of Ameribank Corporation.  Mr. Cook is also  a
     director  of  United  Bank and its subsidiaries  and  the  First
     National Bank of Medicine Lodge, Kansas.
  
  D. Wesley Schubert, 43.  President of the Company.  Mr. Schubert is
     a  Certified Public Accountant.  Mr. Schubert has been the  Vice
     Chairman  of  American  National  Bank  and  Vice  President  of
     Ameribank Corporation since 1991.  Mr. Schubert also serves as a
     director of United Bank and director of First National  Bank  of
     Medicine Lodge, Kansas.
  
  J. Michael Adcock, 47.  Secretary of the Company.  Mr. Adcock  also
     serves  as  a  member  of  the  Board  of  Directors  of   Grant
     Geophysical Inc., Ameribank Corporation, American National Bank,
     First  National Bank of Medicine Lodge, Kansas, and United  Bank
     and its subsidiaries.  Mr. Adcock is in the private practice  of
     law.
  
  June  A. O'Steen, 59. Executive Vice President of UB, and Principal
     Accountant for the Company since June, 1989. Prior to that  time
     Ms. O'Steen was Senior Vice President and General Auditor of UB,
     since 1984, and the Company, since 1980.

<PAGE>                            43
EXECUTIVE COMPENSATION

The executive compensation disclosures required by Regulation S-K will be
included in the annual meeting proxy statement to be filed not later than
120 days after the end of the fiscal year and are hereby incorporated by
reference.

<PAGE>                           44
SECURITY OWNERSHIP BY MANAGEMENT

The  following table sets forth the beneficial  ownership  by
management  of  the Company's common and 9% preferred  stock,
which  are  the only classes of capital stock of the  Company
outstanding,  as  of  December 31, 1995,  together  with  the
percentage of the outstanding shares of each class  so  owned
by  each director, and by all officers and directors  of  the
Company  and  its subsidiaries as a group.  Unless  otherwise
indicated,  each person has sole voting and investment  power
with  respect  to the indicated shares.  The preferred  stock
does not carry voting rights.


   Name of                    Beneficial Ownership    Percent of Class
Beneficial  Owner            Common    9% Preferred   Common   9% Preferred

George  N.  Cook,  Jr.(1)   247,435       17,309     9.36%     11.92%

D. Wesley  Schubert(1)      247,435       17,309     9.36%     11.92%

J. Michael Adcock(1)        247,435       17,309     9.36%     11.92%

All officers and directors
as  a  group                792,521       51,927    29.97%     35.76%






________________________

   (1)Ameribank Corporation and Messrs. George  N.  Cook,  D.
Wesley  Schubert and J. Michael Adcock have  entered  into  a
Stock  Purchase  Agreement, dated  November  3,  1995,  which
provides  that  Ameribank will sell to each of Messrs.  Cook,
Schubert  and Adcock 16.33% of the total number of shares  of
Common  Stock  and 9% Cumulative Non-Voting  Preferred  Stock
which  Ameribank owns or acquires in future  purchases.   The
terms provide that the purchase price for such stock shall be
the  price  at  which  Ameribank  acquired  the  shares  plus
interest, accrued from the date of acquisition of such  stock
to the closing of the purchase contemplated by the agreement,
at  a  rate  equal  to  the base rate of  interest  of  Chase
Manhattan Bank, N.A. from time to time.  The consummation  of
the  transactions are subject to (1) approval from the  Board
of  Governors of the Federal Reserve System; (2) the entering
into  by the parties of a Shareholders' Agreement restricting
the  future transfer of the stock by Messrs. Adcock, Schubert
and  Cook;  and  (3) the entering into by the  parties  of  a
Voting  Trust  Agreement appointing Ameribank as  trustee  to
vote the shares of Common Stock.
<PAGE>                    45
SECURITY   OWNERSHIP   OF  CERTAIN  BENEFICIAL   OWNERS   AND
MANAGEMENT

The  following  table  shows the name  and  address  of  each
shareholder  who  beneficially  owns  more  than  5%  of  the
Company's  common  stock, the number of  shares  beneficially
owned by each, and the percentage of outstanding common stock
so   owned   as  of  December  31,  1995.   Unless  otherwise
indicated,  each person has sole voting and investment  power
with respect to the shares beneficially owned.


Title                                      Amount and Nature of    Percent
of Class  Name  and  Address               Beneficial Ownership   of Class(1)

Common    Ameribank Corporation                    1,490,412(2)      58.86%
          201 N Broadway
          Shawnee, OK  74801

Common    Sooner  Southwest  Bankshares,  Inc.       106,796(3)       4.22%
          P. O. Box 1020
          Bristow, OK  74010

Common    Illinois   Refining   Company               58,096(3)       2.29%
          P. O. Box 1020
          Bristow, OK  74010

Common    Robert  B.  Krumme                           5,000(3)       0.02%
          P. O. Box 1020
          Bristow, OK  74010








________________________

   (1)All percentages were calculated after excluding  shares
held in treasury stock.

   (2)All of Ameribank Corporation's shares are pledged on  a
Security  Agreement as collateral for the repayment  of  note
held by a financial institution.

   (3)On  July 6, 1995, the Company was notified that  Sooner
Southwest  Bankshares, Inc., Illinois  Refining  Company  and
Robert B. Krumme filed a Schedule 13D reporting the ownership
as a group of the shares listed above.


<PAGE>                          46


CERTAIN TRANSACTIONS


In  the ordinary course of business, the Bank has had banking
transactions  with some of the directors, executive  officers
and  controlling shareholders of the Company.  All such loans
are and have been made in compliance with applicable laws, in
the ordinary course of business and on substantially the same
terms  (including  interest rates and  collateral)  as  those
prevailing  at  the  time  for comparable  transactions  with
unaffiliated persons.  In the opinion of management, none  of
such   loans   involved  more  than  the   normal   risk   of
collectibility or presented any other unfavorable features.
interest in the transaction or loan.

All transactions entered into between the Company or the Bank
and any officer, director or controlling shareholder of the
Company are made on terms no less favorable to the Company or
the Bank than could be obtained from unaffiliated parties.
It is the policy of the Company that transactions with and
loans to officers and directors be approved by a majority of
the directors of the Company other than those with an
interest in the transaction or loan.

Messrs.  Cook,  Schubert, Adcock and Bodard  are  members  of
Enterprise  Technology Group, L.L.C. ("ETG")  which  provides
computer  hardware  and  software  technology  solutions  and
consulting  services to banks as well as  other  private  and
governmental  entities.   ETG has provided  services  to  the
banking  subsidiary  of  the Company relating  to  processing
technology.   The  subsidiary  banks  of  Ameribank  and  the
Company  have  decided to implement a plan to  upgrade  their
processing  techniques, and ETG will advise  both  subsidiary
banks  and  consult with them regarding such  implementation.
The fees payable by the subsidiary banks of Ameribank and the
Company to ETG will be approximately $75,000 each.  Such fees
will not exceed the prices charged other customers of ETG and
are  competitive with those charged by other companies in the
business of providing such services.
<PAGE>                         47
                             SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                                        UNITED OKLAHOMA BANKSHARES, INC.




                                        By:/s/ George N. Cook, Chairman

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated.


SIGNATURE                      TITLE                      DATE

/s/ George N. Cook             Chairman of the Board        )



/s/ June A. O'Steen            Principal Accountant         )March 18, 1996


/s/ D. Wesley Schubert         President


/s/ J. Michael Adcock          Secretary
2

*By:  /s/ George N. Cook


*  As attorney-in-fact pursuant to Power
   of attorney filed as exhibit 25
<PAGE>                             48
FORM 10-K CROSS REFERENCE SECTION
                                                                    Page
Part I    Item 1  Business..............................................2
          Item 2  Properties............................................2
          Item 3  Legal Proceedings.....................................2
          Item 4  Submission of Matters to a Vote of Security Holders
                         (during the fourth quarter of 1995)            *

Part II   Item 5  Market for the Company's Common Stock and Related
                         Stockholders Matters...........................2
          Item 6  Selected Financial Data...............................3
          Item 7  Management's Discussion and Analysis of Financial
                         Condition and Results of Operations............4-10
          Item 8  Financial Statements and Supplementary Data...........11-37
          Item 9  Disagreements on Accounting and Financial Disclosure..  *

Part III  Item 10 Directors and Executive Officers and Corporations.....38 
          Item 11 Executive Compensation................................39
          Item 12 Security Ownership of Certain Beneficial Owners and
                          Management....................................40,41
          Item 13 Certain Relationships and Related Transactions........42

Part IV   Item 14 Exhibits, Financial Statement Schedules, and Reports
                           on Form 8-K
                  (a) (1) Financial Statements:
                          o  Independent Auditors' Report...............30
                          o  Consolidated Statements of Operations-
                             years ended December 31, 1995, 1994, 1993..11
                          o  Consolidated Balance Sheets
                             December 31, 1995 and 1994.................12
                          o  Consolidated Statements of Changes in
                             Stockholders' Equity-years ended December
                             31, 1995, 1994, and 1993...................13
                          o  Consolidated Statements of Cash Flows-years
                             ended December 31, 1995, 1994 and 1993.....14
                          o  Notes to Consolidated Financial Statements-
                             years ended December 31, 1995, 1994, 1993..15-29

                      (2) Financial Statement Schedules:
                          o  All schedules normally required by Form 10-K
                             are omitted since they are either not
                             applicable or the required information is
                             shown in the consolidated financial
                             statements or the notes thereto.
<PAGE>                               49
Part IV   Item 14   Exhibit:  (continued)
                      (a) (3)  Exhibits:

                     Exhibit No.
                                                                          PAGE
                       3  Articles of incorporation and bylaws (filed as    **
                          Exhibit 3(a) and 3(b) to Company's registration
                          Statement No. 2-85935, "Registration Statement")
                       4  Instruments defining the rights of security 
                          holders, including indentures (filed as Exhibit
                          3(a) to Company's registration Statement)         **
                      10  Material Contracts:
                          (a)  United Oklahoma Bankshares, Inc. Incentive   **
                               Stock Option Plan of 1982 (filed as Exhibit
                               10(a) to Company's Registration Statement)
                          (b)  Forms of United Oklahoma Bankshares, Inc.    **
                               Incentive Stock Option Agreements (filed
                               as Exhibit 10(b) to Company's registration
                               Statement)
                          (c)  United Oklahoma Bankshares, Inc. Employee    **
                               Stock Ownership Plan and Trust of 1982
                               (filed as Exhibit 10(c) to Company's 
                               Registration Statement)
                          (d)  Stockholders' resolutions establising United
                               Oklahoma Bankshares Employees' Stock Purchase
                               Plan of 1983 (filed as Exhibit 10(d) to 
                               Company's registration Statement)
                          (e)  Form of agreements relating to stock purchased
                               under the United Oklahoma Bankshares         **
                               Employees' Stock Purchase Plan of 1983 (filed
                               as Exhibit 10(e) to Company's Registration
                               Statement)
                          (f)  Letter Agreement, dated April 26, 1982,
                               between United Oklahoma Bankshares, Inc.
                               and Fort Worth National Bank, as amended
                               (filed as Exhibit 10(1) to Company's 
                               Registration Statement)
                          (g)  Promissory Note and Security Agreement       **
                               dated April 29, 1982, between United
                               Oklahoma Bankshares, Inc. Employee Stock
                               Ownership Plan and Trust of 1982 and The
                               Fort Worth National Bank (filed as Exhibit
                               10 (m) to Company's Registration Statement)
<PAGE>                                50
Part IV   Item 14  Exhibits:  (continued)
                      (a) (3) Exhibits:
                          Exhibit No.
                            10  Material contracts:
                                 (h)  Deposit Insurance Transfers and       **
                                      Asset Purchase Agreement, dated
                                      May 11, 1984, between United 
                                      Oklahoma Bankshares, Inc., as agent
                                      for United Del City Bank, and the
                                      Federal Deposit Insurance Corporation
                                      (filed as Exhibit to Form 8-K dated
                                      May 25, 1984)
                                 (i)  Stock Purchase Agreement between 
                                      United Del City Bank and United
                                      Oklahoma Bank (filed as Exhibit 10    **
                                      to Form 10-K dated December 31, 1986)
                                 (j)  Accounts Receivable Purchase Agreement
                                      between United Del City Bank and 
                                      United Oklahoma Bank (filed as Exhibit
                                      to Form 10-K dated December 31, 1986) **

                    22     Subsidiaries of Company                          47
                    25     Power of Attorney                              48,49
               (b)  Reports on Form 8-K                                     50

*    Not Applicable
**   Included in previous filings
<PAGE>                             51

                               SUBSIDIARIES

The Company has two wholly owned subsidiaries, United Bank and United Loan and
Thrift Company, Inc.  The following corporations are wholly owned subsidiaries
of United Bank:

                                    United Del City Tower Inc.
                                    4600 Corporation

<PAGE>                              52   

                   POWER OF ATTORNEY
 

 KNOW ALL MEN BY THESE PRESENTS:
 
 That  each  of  the  undersigned do  hereby  constitute  and
 appoint  George N. Cook his true and lawful attorney-in-fact
 and  agent with full power of substitution, for him  and  in
 his name, place and stead, and in any and all capacities  to
 execute  and  sign Annual Report on Form 10-K for  the  1995
 fiscal year of United Oklahoma Bankshares, Inc. and to  file
 the same, with all exhibits thereto, and other documents  in
 connection  therewith  with  the  Securities  and   Exchange
 Commission,  granting unto said attorney-in-fact  and  agent
 full  power and authority to do and perform each  and  every
 act  and  thing requisite and necessary to be  done  in  and
 about the premises, as fully to all intents and purposes  as
 he  might  or  could  do  in person,  hereby  ratifying  and
 confirming  all  that said attorney-in-fact  and  agent  may
 lawfully do or cause to be done by virtue hereof.
 
   DATED THIS 18th day of March, 1996.
 
 
 
                        
                                George N. Cook, Director
 
 
 
 
                                D. Wesley Schubert, Director
 
 
 
 
                                J. Michael Adcock, Director
 
 
 
 
 STATE OF OKLAHOMA )
                   ) ss.
 COUNTY OF OKLAHOMA)
 
 The  foregoing  instrument was acknowledged before  me  this
 18th day of March, 1996, by George N. Cook.
 
 
 
                                     Kathleen A. Rudd
 My   commission   expires: 6-6-98   Notary  Public
 
<PAGE>                              53 
 STATE OF OKLAHOMA )
                   ) ss.
 COUNTY OF OKLAHOMA)
 
 The  foregoing  instrument was acknowledged before  me  this
 18th day of March, 1996, by D. Wesley Schubert.
 
 
                                       Kathleen A. Rudd
 My   commission   expires: 6-6-98     Notary Public
 
 
 STATE OF OKLAHOMA )
                   ) ss.
 COUNTY OF OKLAHOMA)
 
    The  foregoing instrument was acknowledged before me this
 18th day of March, 1996, by J. Michael Adcock.
 
 
                                            Kathleen A. Rudd
 My   commission   expires: 6-6-98          Notary Public
 
 
 STATE OF OKLAHOMA )
                   ) ss.
 COUNTY OF OKLAHOMA)
<PAGE>                                  54 
REPORTS ON FORM 8-K

  The Company did not file any reports on Form 8-K during the fourth quarter of
  1995.
 
 
 
 
<PAGE>                                 55