SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

Liberté Investors Inc.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

LIBERTÉ INVESTORS INC.
200 Crescent Court, Suite 1365
Dallas, Texas 75201

October 4, 2000

Dear Stockholder:

     You are cordially invited to attend the annual meeting of stockholders of Liberté Investors Inc. to be held on November 10, 2000 at 10:00 a.m., local time, at the Crescent Club, 200 Crescent Court, 17th Floor, Dallas, Texas 75201. Enclosed are a notice to stockholders, a Proxy Statement describing the business to be transacted at the meeting and a form of proxy for use in voting at the meeting.

     At the annual meeting, you will be asked (i) to elect six directors of the Company, (ii) to ratify the selection of KPMG LLP as the independent accountants for the Company for the fiscal year ending June 30, 2001, and (iii) to act upon such other business as may properly come before the meeting or any adjournment.

     We hope that you will be able to attend the annual meeting, and we urge you to read the enclosed Proxy Statement before you decide to vote. Even if you do not plan to attend, please complete, sign, date and return the enclosed proxy as promptly as possible. It is important that your shares be represented at the meeting.

Very truly yours,

/s/ Gerald J. Ford

Gerald J. Ford
Chairman of the Board
and Chief Executive Officer

YOUR VOTE IS IMPORTANT

All stockholders are cordially invited to attend the Annual Meeting in person. However, to ensure your representation at the meeting, you are urged to complete, sign, date and return the enclosed proxy as promptly as possible in the enclosed postage paid envelope. Returning your proxy will help the Company assure that a quorum will be present at the meeting and avoid the additional expense of duplicate proxy solicitations. Any stockholder attending the meeting may vote in person even if he or she has returned the proxy.

LIBERTÉ INVESTORS INC.
200 Crescent Court, Suite 1365
Dallas, Texas 75201

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD NOVEMBER 10, 2000

     PLEASE TAKE NOTICE THAT the 2000 Annual Meeting of Stockholders (the “Annual Meeting”) of Liberté Investors Inc., a Delaware corporation (the “Company”), will be held on November 10, 2000 at 10:00 a.m., local time, at the Crescent Club, 200 Crescent Court, 17th Floor, Dallas, Texas 75201, to consider and vote on the following matters:

     The close of business on September 22, 2000 has been fixed as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting and any adjournment or postponement of the Annual Meeting. Only holders of record of the Company’s common stock at the close of business on the record date are entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder for any purpose germane to the Annual Meeting during ordinary business hours for the ten days preceding the Annual Meeting at the Company’s offices at the address on this notice and at the Annual Meeting.

     Whether or not you plan to attend the Annual Meeting, please complete, sign, date and return the enclosed proxy as promptly as possible. You may revoke your proxy at any time before the shares to which it relates are voted at the Annual Meeting.

Dallas, Texas
October 4, 2000

Liberté Investors Inc.
200 Crescent Court, Suite 1365
Dallas, Texas 75201
(214) 871-5935

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

     The Board of Directors of Liberté Investors Inc. requests your Proxy for use at the Annual Meeting of Stockholders to be held on November 10, 2000 at 10:00 a.m., local time, at the Crescent Club, 200 Crescent Court, 17th Floor, Dallas, Texas 75201, and at any adjournment or postponement of the Annual Meeting. By signing and returning the enclosed Proxy, you authorize the persons named on the Proxy to represent you and to vote your shares at the Annual Meeting. This Proxy Statement and Proxy were first mailed to stockholders of the Company on or about October 4, 2000.

     If you attend the Annual Meeting, you may vote in person. If you are not present at the Annual Meeting, your shares can be voted only if you have returned a properly signed Proxy or are represented by another proxy. You may revoke the enclosed Proxy at any time before it is exercised at the Annual Meeting by (a) signing and submitting a later-dated proxy to the Secretary of the Company, (b) delivering written notice of revocation of the Proxy to the Secretary of the Company, or (c) voting in person at the Annual Meeting. In the absence of such revocation, shares represented by the persons named on the Proxies will be voted at the Annual Meeting.

VOTING AND QUORUM

     The only outstanding voting securities of the Company are its shares of common stock, par value $.01 per share. On September 22, 2000, the record date for the Annual Meeting, there were 20,256,097 shares of common stock outstanding and entitled to be voted at the Annual Meeting.

     Each outstanding share of common stock is entitled to one vote. The presence, in person or by proxy, of a majority of the shares of common stock outstanding on the record date will constitute a quorum at the Annual Meeting. If a quorum is not present, the stockholders entitled to vote who are present or represented by proxy at the Annual Meeting have the power to adjourn the Annual Meeting from time to time without notice, other than an announcement at the Annual Meeting, until a quorum is present. At any such adjourned meeting at which a quorum is present, any business may be transacted that may have been transacted at the Annual Meeting had a quorum originally been present. However, if the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting. Proxies solicited by this Proxy Statement may be used to vote in favor of any motion to adjourn the Annual Meeting. The persons named on the Proxies intend to vote in favor of any motion to adjourn the Annual Meeting to a subsequent day if, prior to the Annual Meeting, such persons have not received sufficient Proxies to approve the proposals described in this Proxy Statement. If such a motion is approved but sufficient Proxies are not received by the time set for the resumption of the Annual Meeting, this process will be repeated until sufficient Proxies to vote in favor of the proposals to be presented to the stockholders at the Annual Meeting have been received or it appears that sufficient Proxies will not be received. Abstentions and broker non-votes will count in determining if a quorum is present at the Annual Meeting. A broker non-vote occurs if a broker or other nominee does not have discretionary authority and has not received voting instructions with respect to a particular item.

PROPOSAL ONE — ELECTION OF DIRECTORS

     The Board of Directors has designated Messrs. Gerald J. Ford, Gene H. Bishop, Harvey B. Cash, Jeremy B. Ford, Gary Shultz and Edward W. Rose, III as nominees for election as directors of the Company at the Annual Meeting. If elected, each nominee will serve until the expiration of his term at the 2001 annual meeting of stockholders and until his successor is elected and qualified or until his earlier death, resignation or removal from office. For information about each nominee, see “Director Nominees and Executive Officers.”

     Unless otherwise instructed or unless authority to vote is withheld, the enclosed Proxy will be voted for the election of all of the nominees. The Board of Directors has no reason to believe that any of the nominees will be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to serve, your Proxy will be voted for the election of a substitute nominee recommended by the current Board of Directors, or the number of the Company’s directors will be reduced.

     The election of directors requires the affirmative vote of a plurality of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting. Accordingly, under Delaware law and the Company’s Certificate of Incorporation and Bylaws, abstentions and broker non-votes will not have any effect on the election of a particular director.

     The Board of Directors recommends that the stockholders vote FOR the election of each of these nominees.

PROPOSAL TWO-SELECTION OF INDEPENDENT ACCOUNTANTS

     On September 11, 2000, the Board of Directors ratified the selection of KPMG LLP as the Company’s independent accountants for the fiscal year ending June 30, 2001. KPMG LLP served as the Company’s independent accountants for the fiscal year ended June 30, 2000. The Company expects that representatives of KPMG LLP will be present at the Annual Meeting to respond to appropriate questions and will have an opportunity to make a statement if they desire to do so.

     Ratification of KPMG LLP as the Company’s independent accountants for the fiscal year ending June 30, 2001 requires the affirmative vote of a majority of the shares of common stock present, in person or by proxy, and entitled to vote at the Annual Meeting. Under Delaware law and the Company’s Certificate of Incorporation and Bylaws, an abstention will have the same effect as a vote against the ratification of KPMG LLP, and each broker non-vote will reduce the absolute number, but not the percentage, of affirmative votes necessary for approval of the ratification. If the appointment of KPMG LLP as the Company’s independent accountants is not ratified at the Annual Meeting, the Board of Directors will consider the appointment of other independent accountants. The Board of Directors may terminate the appointment of KPMG LLP as independent accountants without the approval of the Company’s stockholders whenever the Board of Directors deems termination necessary or appropriate.

     The Board of Directors recommends that stockholders vote FOR the ratification of the selection of KPMG LLP as the Company’s independent accountants for the fiscal year ending June 30, 2001.

DIRECTOR NOMINEES AND EXECUTIVE OFFICERS

     The following table provides information concerning director nominees and executive officers of the Company:

     The directors are elected for one year terms. Executive officers are generally elected annually by the Board of Directors to serve, subject to the discretion of the Board of Directors, until their successors are appointed. A brief biography of each director nominee and executive officer follows:

     Gerald J. Ford has been the Chairman of the Board, Chief Executive Officer, and a director of Liberte Investors Inc. since August 1996. Mr. Ford also serves on the Company’s Compensation Committee. Mr. Ford has also been the Chairman of the Board, Chief Executive Officer and a director of Golden State Bancorp Inc., a holding company whose only significant asset is its indirect ownership of California Federal Bank since September 1998. Mr. Ford has been Chairman of the Board, Chief Executive Officer and a director of California Federal Bank since October 1994, and of California Federal Preferred Capital Corporation since November 1996. Mr. Ford is Chairman of the Board and a director of First Nationwide Mortgage Corporation. Mr. Ford is also a director of Freeport-McMoRan Copper & Gold and McMoRan Exploration Co. He serves as a trustee of Southern Methodist University (S.M.U.), Southwestern Medical Foundation, Children’s Medical Foundation and Dallas Citizen’s Council; as Vice Chairman of the Executive Board of Dedman College, S.M.U., and as a director of Dallas Boys & Girls Clubs, Inc. Mr. Ford received his B.A. degree from Southern Methodist University in 1966 and his J.D. degree from S.M.U.’s School of Law in 1969. In 1995, he was named a Distinguished Alumni of S.M.U.

     Gene H. Bishop has served as a director of the Company since its formation in April 1996. Mr. Bishop also serves on the Company’s Compensation and Audit committees. Mr. Bishop served as a trustee of the Company’s predecessor, Liberte Investors, a Massachusetts business trust from its formation in June 1969 until it was terminated in connection with the formation of the Company. From November 1991 until his retirement in October 1994, Mr. Bishop served as the Chairman and Chief Executive Officer of Life Partners Group, Inc., a life insurance holding company. From October 1990 to November 1991, Mr. Bishop was the Vice-Chairman and Chief Financial Officer of Lomas Financial Corporation, a financial services company. From March 1975 to July 1990, Mr. Bishop was Chairman and Chief Executive Officer of MCorp, a bank holding company. Mr. Bishop is a director of Drew Industries, Inc., a manufacturing conglomerate, and Southwest Airlines Co., a passenger airline. Mr. Bishop has a B.B.A. in Business and Finance from the University of Mississippi.

     Jeremy B. Fordhas served as a director of the Company since September 2000. Mr. Ford was an analyst with Salomon Smith Barney from 1997 to 1999 and was an analyst with Golden State Bancorp Inc. from 1999 to 2000. Mr. Ford has a B.B.A. in Finance from the University of Texas at Austin and currently attends graduate business school. He is the son of Gerald J. Ford, Chairman of the Board and Chief Executive Officer.

     Harvey B. Cash has served as a director of the Company since November 1996. Mr. Cash also serves on the Company’s Audit committee. Mr. Cash has been a general partner of InterWest Partners, a venture capital fund, since 1985. Mr. Cash serves on the Boards of Directors of Panja, Inc., Microtune, Inc., Silicon Laboratories, I2 Technologies, Inc. and Ciena Corporation. Mr. Cash has a B.S. in Electrical Engineering from Texas A&M University and an M.B.A. from Western Michigan University.

     Gary Shultz has served as a director of the Company since November 1996. Mr. Shultz also serves on the Company’s Audit committee. Mr. Shultz has served as President, Chief Executive Officer and a director of Global Apparel, Inc., a manufacturer and importer of apparel since April, 1986. Mr. Shultz has also served as owner and a director of Kingtex, Inc., a company owning several Burger King franchises, since January, 1994. Mr. Shultz has a B.B.A. in Accounting from the University of North Texas.

     Edward W. Rose, III has served as a director of the Company since March 1997. Mr. Rose also serves on the Company’s Compensation committee. Mr. Rose served as a trustee of the Company’s predecessor from April 1992 until August 1996. Since February 1974, Mr. Rose has been the President and sole shareholder of Cardinal Investment Company, Inc. Mr. Rose is the Chairman of Drew Industries, Inc., a manufacturing conglomerate, and LBP Inc., formerly engaged in manufacturing home improvement products, and a director of ACE Cash Express, Inc., a check cashing company and of Osprey Holding, Inc. Mr. Rose has a B.S. in Engineering Science from the University of Texas and an M.B.A. from Harvard University.

MEETINGS AND COMMITTEES OF DIRECTORS

     The Company’s Board of Directors held three meetings during the Company’s fiscal year ended June 30, 2000. No director attended fewer than 75% of the board and committee meetings held last fiscal year, with the exception of Robert Ted Enloe, III and Edward W. Rose, who attended 67% of the meetings, and Harvey B. Cash, who attended 50% of the meetings. Mr. Enloe resigned as director on July 29, 2000.

     The Board of Directors has two standing committees: the Audit Committee and the Compensation Committee. The Board of Directors has no nominating committee or other committee which performs similar functions. The Board of Directors as a whole oversees the nominating function.

     The Audit Committee reviews the results and scope of the annual audit and other services provided by the Company’s independent accountants. The Audit Committee met once during the Company’s fiscal year ended June 30, 2000. The current members of the Audit Committee are Messrs. Cash, Bishop and Shultz. If elected to serve on the Board of Directors at the Annual Meeting, Messrs. Cash, Bishop and Shultz will continue to serve as the members of the Audit Committee and Mr. Schultz will serve as Chairman of the Audit Committee for the Company’s fiscal year ending June 30, 2001.

     The Compensation Committee reviews and approves the salaries and other compensation that the Company pays its executive officers. The Compensation Committee did not meet during the Company’s fiscal year ended June 30, 2000. The current members of the Compensation Committee are Messrs. Bishop, Rose and Gerald J. Ford. If elected to serve on the Board of Directors at the Annual Meeting, Messrs. Bishop, Rose and Gerald J. Ford will continue to serve as the members of the Compensation Committee and Mr. Bishop will serve as Chairman of the Compensation Committee for the Company’s fiscal year ending June 30, 2001.

MANAGEMENT COMPENSATION

Executive Officer Compensation

     Gerald J. Ford serves the Company as Chief Executive Officer in his capacities as one of two general partners of Hunter’s Glen/Ford, Ltd. and the sole shareholder of Ford Diamond Corporation, the other general partner of Hunter’s Glen. Hunter’s Glen owns 8,002,439 shares of the Company’s common stock. Mr. Ford did not receive any compensation from the Company during the fiscal years ended June 30, 2000, 1999 or 1998 that would be required to be reported pursuant to Item 402 of Regulation S-K. No other executive officer of the Company earned more than $100,000 during the Company’s last fiscal year.

Trustee Retirement Plan

     The Company’s predecessor, Liberté Investors, had a retirement plan for trustees who attained the age of 75 during their term of office or who attained the age of 65 during their term of office and had served as trustee for at least 15 years. Pursuant to this retirement plan, a retiring trustee would serve as a trustee emeritus for the year immediately after his retirement and would receive compensation equal to the other trustees for such service. For the four years immediately following service as a trustee emeritus, Liberté Investors would pay the retired trustee an annual retirement benefit of $18,000. The Company assumed the obligations of Liberté Investors under this retirement plan. The Company had accrued as the sole liability under this plan $72,000 in retirement benefits payable to Mr. Bishop upon his retirement. In 1997, the board of the Company terminated this plan and set aside $72,000 for the benefit of Mr. Bishop, with interest to accrue thereon at the rate of 6% per annum until paid to Mr. Bishop. The Company has no other obligations under such plan.

Director Compensation

     The Company currently pays each director other than Gerald J. Ford a monthly retainer of $900 and $500 for each meeting of the directors or any board committee attended. In addition, the Company currently reimburses each director for his travel and related expenses when attending meetings or otherwise performing services on behalf of the Company.

COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

     The goals of the Company’s compensation program have been to compensate the Company’s executive officers and employees in a manner which advances the Company toward its overall business objectives, to foster teamwork and to enable the Company to attract, retain and reward employees who contribute to the Company’s long-term success.

     The Compensation Committee periodically reviews the Company’s compensation policy and any changes to the current level of compensation of the sole paid executive officer are at the discretion of the Committee.

     Gerald J. Ford did not receive any compensation from the Company during the Company’s most recent fiscal year for services rendered as a director or executive officer, or in any other capacity.

PERFORMANCE GRAPH

     The Performance Graph shown below was prepared by the Company for use in this Proxy Statement. Historic stock price performance is not necessarily indicative of future stock performance. The graph was prepared based upon the following assumptions:

[THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL]

The chart above was plotted using the following data:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the beneficial ownership of the Company’s common stock as of September 22, 2000, by (i) each person known by the Company to be the beneficial owner of 5% or more of the outstanding shares of common stock, (ii) the sole named executive officer, (iii) each director of the Company, and (iv) all executive officers and directors of the Company as a group. Except as indicated in the footnotes to the table, the Company believes that the persons named in the table have sole voting and investment power with respect to the shares of common stock indicated.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Registration Rights

     Hunter’s Glen and the Company have entered into a Registration Rights Agreement dated August 16, 1996 (the “Purchaser Registration Rights Agreement”), pursuant to which Hunter’s Glen and certain subsequent holders of the shares of common stock (the “Hunter’s Glen Shares”) were granted certain registration rights with respect to their shares until (i) such shares have been sold pursuant to a resale registration statement filed with the SEC, (ii) such shares have been sold under the safe-harbor provision of Rule 144 under the Securities Act of 1933, as amended, or (iii) such shares have been otherwise transferred and the Company has issued new stock certificates representing such shares without a legend restricting further transfer. The holders of not less than 20% of the Hunter’s Glen Shares may require the Company to file a shelf registration statement registering their sale of such shares. The Company will be required to maintain the effectiveness of such registration statement for two years. In addition, the holders of not less than 20% of the Hunter’s Glen Shares may make two demands upon the Company to register their sale of such shares in underwritten offerings, provided that the shares to be sold have a fair market value in excess of $5.0 million. Finally, the holders of the Hunter’s Glen Shares may require the Company to register the sale of their shares if the Company proposes to file a registration statement under the Securities Act of 1933 for its account or the account of its security holders, other than a registration statement concerning a business combination, an exchange of securities or an employee benefit plan. The holders of these registration rights may exercise them at any time until the holders of such shares own an aggregate of less than 5% of the outstanding shares of common stock and are no longer affiliates of the Company under the United States federal securities laws. The Company will bear all of the expenses of these registrations, except any underwriters’ commissions, discounts and fees, and the fees and expenses of any legal counsel to the holders of the Hunter’s Glen Shares. Hunter’s Glen owns 8,002,439 shares of common stock. Because Gerald J. Ford is one of two general partners of Hunter’s Glen, and the sole shareholder of Ford Diamond Corporation, the other general partner of Hunter’s Glen, he is considered the beneficial owner of the shares of common stock that Hunter’s Glen owns.

DIRECTOR AND OFFICER INDEMNIFICATION

     The Company has entered into indemnification agreements with each of its directors and executive officers pursuant to which the Company has agreed to indemnify the director or executive officer to the fullest extent permitted by law, and to advance expenses, if the director or executive officer becomes a party to, or witness or other participant in, any threatened, pending or completed action, suit or proceeding by reason of any occurrence related to the fact that such person is or was a director, officer, agent or fiduciary of the Company or a subsidiary of the Company, or another entity at the Company’s request, unless a reviewing party (either outside counsel or a committee of the Board of Directors) determines that the person would not be entitled to indemnification under applicable law. In addition, if a change in control or a potential change in control of the Company occurs and if the person indemnified so requests, the Company will establish a trust for the benefit of the indemnitee and fund the trust in an amount sufficient to satisfy all expenses reasonably anticipated at the time of the request to be incurred in connection with any claim relating to an indemnifiable event. The reviewing party will determine the amount to be deposited in the trust. An indemnitee’s rights under the indemnification agreements are not exclusive of any other rights under the Company’s Certificate of Incorporation or Bylaws or applicable law.

SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s directors, executive officers and holders of more than 10% of its shares of common stock to file with the SEC and the New York Stock Exchange initial reports of ownership of shares of common stock and reports of changes in ownership. The SEC’s rules require such persons to furnish the Company with copies of all Section 16(a) reports that they file. Based solely upon a review of the copies of such reports furnished to the Company by its directors, executive officers and holders of more than 10% of its shares of common stock, and written representations that no other reports were required with respect to the year ended June 30, 2000, the Company believes that all persons required to comply with Section 16(a) complied with all applicable Section 16(a) filing requirements for such year on a timely basis.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

     The Compensation Committee of the Company for the Company’s fiscal year ended June 30, 2000 consisted of Messrs. Bishop, Rose and Gerald J. Ford, none of which was a salaried employee of the Company or any of its subsidiaries during such year. Gerald J. Ford, however, has been an officer of the Company since August 1996. The Compensation Committee reviewed and approved the salary and other compensation that the Company paid to its executive officers.

ADDITIONAL INFORMATION

Solicitation

     This solicitation of proxies is made by the Board of Directors and will be conducted primarily by mail. Officers, directors and employees of the Company may solicit proxies personally or by telephone, telegram or other forms of wire or facsimile communication. The Company may also request banking institutions, brokerage firms, custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of common stock that those companies hold of record. The costs of the solicitation, including reimbursement of such forwarding expenses, will be paid by the Company.

Stockholder Proposals

     Any stockholder who wishes to submit a proposal for inclusion in the proxy material and for presentation at the Company’s 2001 Annual Meeting of Stockholders must forward such proposal to the Secretary of the Company at 200 Crescent Court, Suite 1365, Dallas, Texas 75201 so that the Secretary receives it no later than June 5, 2001.

Information to Stockholders

     Any stockholder, upon written request made to the Company’s Secretary, at 200 Crescent Court, Suite 1365, Dallas, Texas 75201, will be provided, without charge, a copy of the Company’s annual report on Form 10-K (including the financial statements, financial statement schedules and a list briefly describing all exhibits) for the Company’s fiscal year ended June 30, 2000.

Annual Report

     The Company’s annual report to stockholders for the year ended June 30, 2000, including financial statements, is being mailed herewith to all stockholders entitled to vote at the Annual Meeting. The annual report does not constitute a part of the proxy solicitation material.

LIBERTÉ INVESTORS INC.

THIS IS YOUR PROXY

Dear Stockholder:

Your Proxy is being solicited by the Board of Directors of Liberté Investors Inc. for the Annual Meeting of Stockholders to be held on November 10, 2000, at 10:00 a.m. local time, at the Crescent Club, 200 Crescent Court, 17^th Floor, Dallas, Texas 75201.

Enclosed with this Proxy is a Proxy Statement containing important information about the matters that you are being asked to approve.

Your vote is important. Whether or not you plan to attend the Annual Meeting, you can be sure your shares are represented at the meeting by promptly returning your completed Proxy card prior to the Annual Meeting.

Please mark the boxes on the Proxy card below to indicate how your shares are to be voted, then sign the card, detach it and return your Proxy card in the enclosed envelope.

Thank you in advance for your prompt consideration of these matters.

Detach Proxy Card Here

This Proxy, when properly executed, will be voted in the manner directed herein and will authorize the Proxies to take action in their discretion upon other matters that may properly come before the meeting. If no direction is made, the Proxy will be voted in accordance with the recommendations of the Board of Directors. Proxies are authorized to vote upon matters incident to the conduct of the meeting, such as approval of one or more adjournments of the meeting for the purposes of obtaining additional stockholder votes.

Change of Address and or Comments Mark Here [  ]

Joint owners must each sign. Please sign your name(s) EXACTLY as your name(s) appear(s) on this card. When signing as attorney, trustee, executor, administrator, guardian or corporate officer please give your FULL title. (PLEASE SIGN, DATE, AND MAIL TODAY.)

DATE: ________________________________, 2000

__________________________________________
SIGNATURE OF STOCKHOLDER(S)

__________________________________________
SIGNATURE OF STOCKHOLDER(S)

Votes MUST be indicated (x) in Black or Blue ink. [  ]

Please Sign, Date and Return the Proxy Promptly Using the Enclosed Envelope.

LIBERTÉ INVESTORS INC.

Proxy Solicited on Behalf of the Board of Directors of
the Company for the Annual Meeting, November 10, 2000

You are encouraged to specify your vote by marking the appropriate box ON THE REVERSE SIDE but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendations which are FOR the election of the named nominees as directors and FOR Proposal 2. The Proxies cannot vote your shares unless you sign and return this card. This Proxy may be revoked in writing at any time prior to the voting thereof.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

LIBERTÉ INVESTORS INC.

P R O X Y

BOARD OF DIRECTORS PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
AT 10:00 AM, FRIDAY, NOVEMBER 10, 2000
CRESCENT CLUB, 200 CRESCENT COURT 17 TH FLOOR, DALLAS, TX 75201

     The undersigned hereby constitutes and appoints each of Gerald J. Ford and Nancy J. Foederer his or her true and lawful agents and proxies with full power of substitution in each to represent the undersigned, with all the powers which the undersigned would possess if personally present, and to vote the Common Stock of Liberté Investors Inc. held of record by the undersigned on the record date, at the Annual Meeting of Stockholders of Liberté Investors Inc., to be held at the Crescent Club, 200 Crescent Court, 17th Floor, Dallas, TX 75201, on November 10, 2000, at 10:00 a.m. local time, and at any adjournment or postponement thereof, on all matters coming before said meeting.

     ELECTION OF DIRECTORS: To elect each of Messrs. Gene H. Bishop, Harvey B. Cash, Jeremy B. Ford, Gerald J. Ford, Edward W. Rose, III and Gary Shultz to serve until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified or their earlier death, resignation or removal from office.

     The Board of Directors recommends a vote FOR the election of all nominees for director and FOR
Proposal 2.

(SEE REVERSE SIDE)