EX-2.2



November 8, 1994



Calvin J. Anthony, Chairman of the Board
Oklahoma Savings, Inc.
N. A. R. V.
825 South Walnut Street
Stillwater, Oklahoma  74074

Dear Mr. Anthony:

This letter reflects the amendments we have agreed upon 
to the Agreement and Plan of Reorganization dated as of 
July 21, 1994, between Fourth Financial Corporation and 
Oklahoma Savings, Inc. (the "Agreement").

We have agreed that the last sentence of ARTICLE VI and 
the last sentence of Section 7.1 of the Agreement are 
each amended by deleting therefrom "December 31, 1994" 
and substituting therefor "February 28, 1995".

We have also agreed that Section 2.3.a.(2) of the Agreement 
is amended by inserting before the semicolon at the end 
thereof the following new language: ", and if the Mergers 
are not consummated by the record date for Fourth's first 
quarter, 1995, dividend, OSI may declare and pay a further 
cash dividend per share of OSI Stock equal to the product 
of 0.84 multiplied by the per share first quarter cash 
dividend declared by Fourth".

In all other respects the Agreement remains unchanged 
and fully effective.

If this letter accurately reflects the terms of our agreement,
 please so indicate by signing the enclosed copy and 
returning it to us at your earliest convenience.  Thank you 
for your cooperation.

FOURTH FINANCIAL CORPORATION


by /s/Darrell G. Knudson
   ___________________________
   Darrell G. Knudson
   Chairman of the Board

Mr. Anthony
November 8, 1994
Page 2

The terms of the foregoing letter are agreed to and accepted
as of November 8, 1994.

OKLAHOMA SAVINGS, INC.



by /s/
   ___________________________
   Calvin J. Anthony
   Chairman of the Board