As filed with the Securities and Exchange Commission on December 29, 1998

                                              Registration No. 333-_________

                 SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
   
                             FORM S-8

                       REGISTRATION STATEMENT 
                              UNDER
                    THE SECURITIES ACT OF 1933

                      BankAmerica Corporation 
       (Exact Name of Registrant as Specified in Its Charter)

             Delaware                           56-0906609
    (State or Other Jurisdiction             (I.R.S. Employer
 of Incorporation or Organization)          Identification No.)

        100 North Tryon Street                     28255
     Charlotte, North Carolina                   (Zip Code)
(Address of Principal Executive Offices)


                         Take Ownership!
        The BankAmerica Global Associate Stock Option Program 
                     (Full Title of the Plan)


                      PAUL J. POLKING, ESQ.
                         General Counsel
                     BankAmerica Corporation
                     100 North Tryon Street
                 Charlotte, North Carolina  28255
              (Name and Address of Agent for Service)

                        (704)  386-5000
   (Telephone Number, Including Area Code, of Agent for Service)


                   CALCULATION OF REGISTRATION


                             Proposed         Proposed    
 Title of                    Maximum          Maximum   
Securities      Amount       Offering         Aggregate     Amount of
 to be          To be         Price           Offering     Registration
Registered    Registered    Per Unit(1)       Price(1)         Fee
-----------   ----------    -----------     -------------  -------------

Common        50,000,000 
 Stock          shares       $60.1875      $3,009,375,000    $836,607

(1)  Determined on the basis of the average of the high and low 
     prices of the Common Stock reported in the consolidated 
     reporting system on December 21, 1998 in accordance with 
     Rule 457(c) under the Securities Act of 1933, as amended 
     (the "Securities Act"), solely for the purpose of 
     calculating the registration fee pursuant to Rule 457(h) 
     under the Securities Act.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents have been filed by the Registrant or
its predecessor, NationsBank Corporation ("NationsBank"), with
the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and are incorporated by reference herein:

          (a)  The Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997;

          (b)  The Registrant's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1998, June 30, 1998 and
September 30, 1998;

          (c)  The Registrant's Current Reports on Form 8-K filed
January 14, 1998, January 22, 1998, February 3, 1998, March 13,
1998, March 23, 1998, April 15, 1998, April 16, 1998, April 17,
1998 (amended by Form 8-K/A-1 filed April 24, 1998, Form 8-K/A-2
filed May 18, 1998, and Form 8-K/A-3 filed August 17, 1998), May
6, 1998, May 13, 1998, July 7, 1998, July 13, 1998, July 23,
1998, September 28, 1998 (amended by Form 8-K/A filed September
28, 1998), October 9, 1998, October 19, 1998, November 16, 1998,
November 18, 1998 and December 16, 1998; and 

          (d)  The description of the Registrant's Common Stock
contained in its registration statement filed pursuant to Section
12 of the Exchange Act, and any amendment or report filed for the
purpose of updating such description, including the Registrant's
Current Report on Form 8-K filed September 28, 1998, as amended.

     All documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the effectiveness of this Registration
Statement and prior to the filing of a post-effective amendment
hereto that either indicates that all securities offered hereby
have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof  from the date of
filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document that also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

     The Registrant will provide without charge to each
participant in Take Ownership!  The BankAmerica Global Associate
Stock Option Program, on the written or oral request of any such
person, a copy of any or all of the documents incorporated herein
by reference (other than exhibits to such documents which are not
specifically incorporated by reference in such documents). 
Written requests for such copies should be directed to Charles J.
Cooley, Corporate Personnel Executive, BankAmerica Corporation,
100 North Tryon Street, Charlotte, North Carolina  28255. 
Telephone requests may be directed to (704) 386-5000.

Item 6.  Indemnification of Directors and Officers.

     Subsection (a) of Section 145 of the Delaware General
Corporation Law (the "DGCL") empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct
was unlawful.  Subsection (b) of Section 145 of the DGCL empowers
a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against
expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in
accordance with the above standards, except that no
indemnification may be made in respect to any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which the action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnification for such expenses which the Court of Chancery or
such other court shall deem proper.
  
     Section 145 of the DGCL further provides that, to the extent
that a director or officer of a corporation has been successful
on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of Section 145,
or in the defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her
in connection therewith; and that indemnification provided by, or
granted pursuant to, Section 145 shall not be deemed exclusive of
any other rights to which those seeking indemnification may be
entitled.  Section 145 further empowers the corporation to
purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
any liability asserted against him or her and incurred by him or
her in any such capacity, or arising out of such person's status
as such, whether or not the corporation would have the power to
indemnify such person against such liabilities under Section 145
of the DGCL.
  
     Section 102(b)(7) of the DGCL provides that provisions in a
corporation's certificate of incorporation eliminating or
limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary
duty as a director shall not eliminate or limit the liability of
a director for (i) any breach of the director's duty of loyalty
to the corporation or its stockholders; (ii) acts or omissions
not in good faith or which involved intentional misconduct or a
knowing violation of law; (iii) willful or negligent unlawful
payment of a dividend or stock purchase or redemption; or (iv)
any transaction from which the director derived an improper
personal benefit.
  
     The Restated Certificate of Incorporation of the Registrant
prevents the recovery by the Registrant of monetary damages
against its directors to the fullest extent permitted by the
DGCL.  In accordance with the provisions of the DGCL, the Bylaws
of the Registrant provide that, in addition to the
indemnification of directors and officers otherwise provided by
the DGCL, the Registrant shall, under certain circumstances,
indemnify its directors, executive officers and certain other
designated officers against any and all liability and litigation
expense, including reasonable attorneys' fees, arising out of
their status or activities as directors and officers, except for
liability or litigation expense incurred on account of activities
that were at the time known or believed by such director or
officer to be in conflict with the best interests of the
Registrant.  Pursuant to such Bylaws and as authorized by
statute, the Registrant may also maintain insurance on behalf of
its directors and officers against liability asserted against
such persons in such capacity whether or not such directors or
officers have the right to indemnification pursuant to the Bylaws
or otherwise.
  
     In addition, pursuant to the Agreement and Plan of
Reorganization dated as of April 10, 1998 (the "Merger
Agreement") between the Registrant and the former BankAmerica
Corporation ("old BankAmerica"), for six years after September
30, 1998 (the date of the consummation of the merger of old
BankAmerica with and into the Registrant (the "Merger")), the
Registrant will indemnify directors, officers and employees of
old BankAmerica, NationsBank, or any of their respective
subsidiaries against certain liabilities in connection with such
persons' status as such or in connection with the Merger
Agreement or any of the transactions contemplated thereby. 
Pursuant to the Merger Agreement, the Registrant will also, for
six years after September 30, 1998 and with respect to events
occurring prior to the consummation of the Merger, honor all
rights to indemnification and limitations of liability existing
in favor of the foregoing persons as provided in the governing
documents of NationsBank, old BankAmerica or their respective
subsidiaries.
  
     Pursuant to the Merger Agreement, for six years after
September 30, 1998, the Registrant will also use its best efforts
to cause the directors and officers of old BankAmerica and
NationsBank to be covered by a directors' and officers' liability
insurance policy with respect to acts or omissions occurring
prior to the consummation of the Merger.
  
     The foregoing is only a general summary of certain aspects
of Delaware law dealing with indemnification of directors and
officers and does not purport to be complete.  It is qualified in
its entirety by reference to the relevant statutes which contain
detailed specific provisions regarding the circumstances under
which and the persons for whose benefit indemnification shall or
may be made.

Item 8.  Exhibits.

     The following exhibits are filed with this Registration
Statement:

Exhibit No.         Description of Exhibit

      5   Opinion of Paul J. Polking, Esq., General Counsel of  
          the Registrant, as to the legality of  the securities 
          being registered.

    23.1  Consent of PricewaterhouseCoopers LLP.

    23.2  Consent of Ernst & Young LLP.

    23.3  Consent of Paul J. Polking, Esq., General Counsel of 
          the Registrant (included in Exhibit 5).

    24    Power of Attorney and Certified Resolution.
 
    99    Take Ownership! The BankAmerica Global Associate Stock
Option Program.
 

Item 9.  Undertakings.

     (a)  The Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:

               (i)  to include any prospectus required by Section 
    10(a)(3) of the Securities Act of 1933;

               (ii)  to reflect in the prospectus any facts or 
    events arising after the effective date of this Registration 
    Statement (or the most recent posteffective amendment 
    thereof) which, individually or in the aggregate, represent a 
    fundamental change in the information set forth in this 
    Registration Statement.  Notwithstanding the foregoing, any 
    increase or decrease in volume of securities offered (if the 
    total dollar value of securities offered would not exceed 
    that which was registered) and any deviation from the 
    low or high end of the estimated maximum offering range may 
    be reflected in the form of prospectus filed with the 
    Commission pursuant to Rule 424(b) if, in the aggregate, the 
    changes in volume and price represent no more than a 20% 
    change in the maximum aggregate offering price set forth in 
    the "Calculation of Registration Fee" table in the effective 
    registration statement; and 

               (iii)  to include any material information      
    with respect to the plan of distribution not previously 
    disclosed in this Registration Statement or any material 
    change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

     (b)  The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the provisions described in Item 6 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.



                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Charlotte, State of North Carolina, on December 29,
1998.

                              BANKAMERICA CORPORATION



                              By:  */s/ Hugh L. McColl, Jr.                
                                   Hugh L. McColl, Jr.
                                   Chairman of the Board 
                                   and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

     Signature              Title                      Date


*/s/ Hugh L. McColl, Jr. Chairman of the Board, December 29, 1998 
Hugh L. McColl, Jr.      Chief Executive Officer
                         and Director
                         (Principal Executive Officer)


*/s/ James H. Hance, Jr. Vice Chairman and     December 29, 1998
James H. Hance, Jr.      Chief Financial Officer
                         (Principal Financial Officer)


*/s/ Marc D. Oken        Executive Vice        December 29, 1998
Marc D. Oken             President and
                         Principal Financial
                         Executive
                         (Principal Accounting Officer)


*/s/ Charles W. Coker    Director               December 29, 1998
Charles W. Coker


*/s/ Timm F. Crull       Director               December 29, 1998
Timm F. Crull


*/s/ Alan T. Dickson     Director              December 29, 1998
Alan T. Dickson


*/s/ Kathleen Feldstein  Director              December 29, 1998
Kathleen Feldstein


*/s/ Paul Fulton         Director               December 29, 1998
Paul Fulton


*/s/ Donald E. Guinn     Director               December 29, 1998
Donald E. Guinn


*/s/ C. Ray Holman       Director               December 29, 1998
C. Ray Holman


*/s/ W. W. Johnson       Director               December 29, 1998
W. W. Johnson


*/s/ Walter E. Massey    Director               December 29, 1998
Walter E. Massey


*/s/Richard M. Rosenberg Director               December 29, 1998
Richard M. Rosenberg


*/s/ O. Temple Sloan, Jr.Director               December 29, 1998
O. Temple Sloan, Jr.


*/s/ Meredith R. Spangler Director              December 29, 1998
Meredith R. Spangler


*/s/ A. Michael Spence   Director               December 29, 1998
A. Michael Spence


*/s/ Ronald Townsend     Director               December 29, 1998
Ronald Townsend


                         Director               December __, 1998
Solomon D. Trujillo


*/s/ Jackie M. Ward      Director               December 29, 1998
Jackie M. Ward


*/s/ Virgil R. Williams  Director               December 29, 1998
Virgil R. Williams


*/s/ Shirley Young       Director               December 29, 1998
Shirley Young



*By: /s/ Charles M. Berger    
         Charles M. Berger
         Attorney-in-Fact



                         INDEX TO EXHIBITS



Exhibit No.         Description of Exhibit

      5   Opinion of Paul J. Polking, Esq., General Counsel of 
          the Registrant,  as to the legality of  the securities 
          being registered.

    23.1  Consent of PricewaterhouseCoopers LLP.

    23.2  Consent of Ernst & Young LLP.

    23.3  Consent of  Paul J. Polking, Esq., General Counsel of 
          the Registrant (included in Exhibit 5).

    24    Power of Attorney and Certified Resolution.
 
    99    Take Ownership! The BankAmerica Global Associate Stock 
          Option Program.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21651}]
{"company-data": {"conformed-name": "BANKAMERICA CORP/DE/", "cik": "0000070858", "assigned-sic": "6021", "irs-number": "560906609", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69849", "film-number": "98777467"}, "business-address": {"street1": "NATIONSBANK CORPORATE CENTER", "street2": "100 N TRYON ST", "city": "CHARLOTTE", "state": "NC", "zip": "28255", "phone": "7043865000"}, "mail-address": {"street1": "NATIONALSBANK CORPORATE CENTER", "street2": "NC1007 19 04", "city": "CHARLOTTE", "state": "NC", "zip": "28255"}, "former-company": [{"former-conformed-name": "NATIONSBANK CORP", "date-changed": "19920703"}, {"former-conformed-name": "NCNB CORP", "date-changed": "19920107"}]}
As filed with the Securities and Exchange Commission on December 29, 1998

                                              Registration No. 333-_________

                 SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
   
                             FORM S-8

                       REGISTRATION STATEMENT 
                              UNDER
                    THE SECURITIES ACT OF 1933

                      BankAmerica Corporation 
       (Exact Name of Registrant as Specified in Its Charter)

             Delaware                           56-0906609
    (State or Other Jurisdiction             (I.R.S. Employer
 of Incorporation or Organization)          Identification No.)

        100 North Tryon Street                     28255
     Charlotte, North Carolina                   (Zip Code)
(Address of Principal Executive Offices)

                         Take Ownership!
        The BankAmerica Global Associate Stock Option Program 
                     (Full Title of the Plan)

                      PAUL J. POLKING, ESQ.
                         General Counsel
                     BankAmerica Corporation
                     100 North Tryon Street
                 Charlotte, North Carolina  28255
              (Name and Address of Agent for Service)

                        (704)  386-5000
   (Telephone Number, Including Area Code, of Agent for Service)

                   CALCULATION OF REGISTRATION

                             Proposed         Proposed    
 Title of                    Maximum          Maximum   
Securities      Amount       Offering         Aggregate     Amount of
 to be          To be         Price           Offering     Registration
Registered    Registered    Per Unit(1)       Price(1)         Fee
-----------   ----------    -----------     -------------  -------------

Common        50,000,000 
 Stock          shares       $60.1875      $3,009,375,000    $836,607

(1)  Determined on the basis of the average of the high and low 
     prices of the Common Stock reported in the consolidated 
     reporting system on December 21, 1998 in accordance with 
     Rule 457(c) under the Securities Act of 1933, as amended 
     (the "Securities Act"), solely for the purpose of 
     calculating the registration fee pursuant to Rule 457(h) 
     under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents have been filed by the Registrant or
its predecessor, NationsBank Corporation ("NationsBank"), with
the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and are incorporated by reference herein:

          (a)  The Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997;

          (b)  The Registrant's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1998, June 30, 1998 and
September 30, 1998;

          (c)  The Registrant's Current Reports on Form 8-K filed
January 14, 1998, January 22, 1998, February 3, 1998, March 13,
1998, March 23, 1998, April 15, 1998, April 16, 1998, April 17,
1998 (amended by Form 8-K/A-1 filed April 24, 1998, Form 8-K/A-2
filed May 18, 1998, and Form 8-K/A-3 filed August 17, 1998), May
6, 1998, May 13, 1998, July 7, 1998, July 13, 1998, July 23,
1998, September 28, 1998 (amended by Form 8-K/A filed September
28, 1998), October 9, 1998, October 19, 1998, November 16, 1998,
November 18, 1998 and December 16, 1998; and 

          (d)  The description of the Registrant's Common Stock
contained in its registration statement filed pursuant to Section
12 of the Exchange Act, and any amendment or report filed for the
purpose of updating such description, including the Registrant's
Current Report on Form 8-K filed September 28, 1998, as amended.

     All documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the effectiveness of this Registration
Statement and prior to the filing of a post-effective amendment
hereto that either indicates that all securities offered hereby
have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof  from the date of
filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document that also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

     The Registrant will provide without charge to each
participant in Take Ownership!  The BankAmerica Global Associate
Stock Option Program, on the written or oral request of any such
person, a copy of any or all of the documents incorporated herein
by reference (other than exhibits to such documents which are not
specifically incorporated by reference in such documents). 
Written requests for such copies should be directed to Charles J.
Cooley, Corporate Personnel Executive, BankAmerica Corporation,
100 North Tryon Street, Charlotte, North Carolina  28255. 
Telephone requests may be directed to (704) 386-5000.

Item 6.  Indemnification of Directors and Officers.

     Subsection (a) of Section 145 of the Delaware General
Corporation Law (the "DGCL") empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct
was unlawful.  Subsection (b) of Section 145 of the DGCL empowers
a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against
expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in
accordance with the above standards, except that no
indemnification may be made in respect to any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which the action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnification for such expenses which the Court of Chancery or
such other court shall deem proper.
  
     Section 145 of the DGCL further provides that, to the extent
that a director or officer of a corporation has been successful
on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of Section 145,
or in the defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her
in connection therewith; and that indemnification provided by, or
granted pursuant to, Section 145 shall not be deemed exclusive of
any other rights to which those seeking indemnification may be
entitled.  Section 145 further empowers the corporation to
purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
any liability asserted against him or her and incurred by him or
her in any such capacity, or arising out of such person's status
as such, whether or not the corporation would have the power to
indemnify such person against such liabilities under Section 145
of the DGCL.
  
     Section 102(b)(7) of the DGCL provides that provisions in a
corporation's certificate of incorporation eliminating or
limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary
duty as a director shall not eliminate or limit the liability of
a director for (i) any breach of the director's duty of loyalty
to the corporation or its stockholders; (ii) acts or omissions
not in good faith or which involved intentional misconduct or a
knowing violation of law; (iii) willful or negligent unlawful
payment of a dividend or stock purchase or redemption; or (iv)
any transaction from which the director derived an improper
personal benefit.
  
     The Restated Certificate of Incorporation of the Registrant
prevents the recovery by the Registrant of monetary damages
against its directors to the fullest extent permitted by the
DGCL.  In accordance with the provisions of the DGCL, the Bylaws
of the Registrant provide that, in addition to the
indemnification of directors and officers otherwise provided by
the DGCL, the Registrant shall, under certain circumstances,
indemnify its directors, executive officers and certain other
designated officers against any and all liability and litigation
expense, including reasonable attorneys' fees, arising out of
their status or activities as directors and officers, except for
liability or litigation expense incurred on account of activities
that were at the time known or believed by such director or
officer to be in conflict with the best interests of the
Registrant.  Pursuant to such Bylaws and as authorized by
statute, the Registrant may also maintain insurance on behalf of
its directors and officers against liability asserted against
such persons in such capacity whether or not such directors or
officers have the right to indemnification pursuant to the Bylaws
or otherwise.
  
     In addition, pursuant to the Agreement and Plan of
Reorganization dated as of April 10, 1998 (the "Merger
Agreement") between the Registrant and the former BankAmerica
Corporation ("old BankAmerica"), for six years after September
30, 1998 (the date of the consummation of the merger of old
BankAmerica with and into the Registrant (the "Merger")), the
Registrant will indemnify directors, officers and employees of
old BankAmerica, NationsBank, or any of their respective
subsidiaries against certain liabilities in connection with such
persons' status as such or in connection with the Merger
Agreement or any of the transactions contemplated thereby. 
Pursuant to the Merger Agreement, the Registrant will also, for
six years after September 30, 1998 and with respect to events
occurring prior to the consummation of the Merger, honor all
rights to indemnification and limitations of liability existing
in favor of the foregoing persons as provided in the governing
documents of NationsBank, old BankAmerica or their respective
subsidiaries.
  
     Pursuant to the Merger Agreement, for six years after
September 30, 1998, the Registrant will also use its best efforts
to cause the directors and officers of old BankAmerica and
NationsBank to be covered by a directors' and officers' liability
insurance policy with respect to acts or omissions occurring
prior to the consummation of the Merger.
  
     The foregoing is only a general summary of certain aspects
of Delaware law dealing with indemnification of directors and
officers and does not purport to be complete.  It is qualified in
its entirety by reference to the relevant statutes which contain
detailed specific provisions regarding the circumstances under
which and the persons for whose benefit indemnification shall or
may be made.

Item 8.  Exhibits.

     The following exhibits are filed with this Registration
Statement:

Exhibit No.         Description of Exhibit

      5   Opinion of Paul J. Polking, Esq., General Counsel of  
          the Registrant, as to the legality of  the securities 
          being registered.

    23.1  Consent of PricewaterhouseCoopers LLP.

    23.2  Consent of Ernst & Young LLP.

    23.3  Consent of Paul J. Polking, Esq., General Counsel of 
          the Registrant (included in Exhibit 5).

    24    Power of Attorney and Certified Resolution.
 
    99    Take Ownership! The BankAmerica Global Associate Stock
Option Program.
 

Item 9.  Undertakings.

     (a)  The Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:

               (i)  to include any prospectus required by Section 
    10(a)(3) of the Securities Act of 1933;

               (ii)  to reflect in the prospectus any facts or 
    events arising after the effective date of this Registration 
    Statement (or the most recent posteffective amendment 
    thereof) which, individually or in the aggregate, represent a 
    fundamental change in the information set forth in this 
    Registration Statement.  Notwithstanding the foregoing, any 
    increase or decrease in volume of securities offered (if the 
    total dollar value of securities offered would not exceed 
    that which was registered) and any deviation from the 
    low or high end of the estimated maximum offering range may 
    be reflected in the form of prospectus filed with the 
    Commission pursuant to Rule 424(b) if, in the aggregate, the 
    changes in volume and price represent no more than a 20% 
    change in the maximum aggregate offering price set forth in 
    the "Calculation of Registration Fee" table in the effective 
    registration statement; and 

               (iii)  to include any material information      
    with respect to the plan of distribution not previously 
    disclosed in this Registration Statement or any material 
    change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

     (b)  The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the provisions described in Item 6 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Charlotte, State of North Carolina, on December 29,
1998.

                              BANKAMERICA CORPORATION

                              By:  */s/ Hugh L. McColl, Jr.                
                                   Hugh L. McColl, Jr.
                                   Chairman of the Board 
                                   and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

     Signature              Title                      Date

*/s/ Hugh L. McColl, Jr. Chairman of the Board, December 29, 1998 
Hugh L. McColl, Jr.      Chief Executive Officer
                         and Director
                         (Principal Executive Officer)

*/s/ James H. Hance, Jr. Vice Chairman and     December 29, 1998
James H. Hance, Jr.      Chief Financial Officer
                         (Principal Financial Officer)

*/s/ Marc D. Oken        Executive Vice        December 29, 1998
Marc D. Oken             President and
                         Principal Financial
                         Executive
                         (Principal Accounting Officer)

*/s/ Charles W. Coker    Director               December 29, 1998
Charles W. Coker

*/s/ Timm F. Crull       Director               December 29, 1998
Timm F. Crull

*/s/ Alan T. Dickson     Director              December 29, 1998
Alan T. Dickson

*/s/ Kathleen Feldstein  Director              December 29, 1998
Kathleen Feldstein

*/s/ Paul Fulton         Director               December 29, 1998
Paul Fulton

*/s/ Donald E. Guinn     Director               December 29, 1998
Donald E. Guinn

*/s/ C. Ray Holman       Director               December 29, 1998
C. Ray Holman

*/s/ W. W. Johnson       Director               December 29, 1998
W. W. Johnson

*/s/ Walter E. Massey    Director               December 29, 1998
Walter E. Massey

*/s/Richard M. Rosenberg Director               December 29, 1998
Richard M. Rosenberg

*/s/ O. Temple Sloan, Jr.Director               December 29, 1998
O. Temple Sloan, Jr.

*/s/ Meredith R. Spangler Director              December 29, 1998
Meredith R. Spangler

*/s/ A. Michael Spence   Director               December 29, 1998
A. Michael Spence

*/s/ Ronald Townsend     Director               December 29, 1998
Ronald Townsend

                         Director               December __, 1998
Solomon D. Trujillo

*/s/ Jackie M. Ward      Director               December 29, 1998
Jackie M. Ward

*/s/ Virgil R. Williams  Director               December 29, 1998
Virgil R. Williams

*/s/ Shirley Young       Director               December 29, 1998
Shirley Young

*By: /s/ Charles M. Berger    
         Charles M. Berger
         Attorney-in-Fact

                         INDEX TO EXHIBITS

Exhibit No.         Description of Exhibit

      5   Opinion of Paul J. Polking, Esq., General Counsel of 
          the Registrant,  as to the legality of  the securities 
          being registered.

    23.1  Consent of PricewaterhouseCoopers LLP.

    23.2  Consent of Ernst & Young LLP.

    23.3  Consent of  Paul J. Polking, Esq., General Counsel of 
          the Registrant (included in Exhibit 5).

    24    Power of Attorney and Certified Resolution.
 
    99    Take Ownership! The BankAmerica Global Associate Stock 
          Option Program.