As filed with the Securities and Exchange Commission
                            on October 1, 1998                 File 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 Tyron Street
                        Charlotte, North Carolina 28255
                    (Address of principal executive offices)

                                  BankAmerica
                             401(k) Investment Plan
                            (Full title of the plan)

                                Paul J. Polking
                            BankAmerica Corporation
                             100 North Tyron Street
                        Charlotte, North Carolina 28255
                             Telephone: (704) 386-5000
                       (Name, Address and Telephone Number
                              of Agent for Service)

                        CALCULATION OF REGISTRATION FEE

================================================================================
                                        Proposed    Proposed
                                        maximum     maximum
                      Amount to be      offerring   aggregate      Amount of
Title of securities   registered        price per   offering       registration
to be registered      (1) (2)           share(3)    price(3)       fee
- --------------------------------------------------------------------------------
Common Stock, 
par value $0.01
per share          5,000,000 shares    $54.28125    $271,406,250   $80,065
("Common Stock")
================================================================================

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration
    Statement also covers an additional indeterminate number of shares  which by
    reason of certain events specified in the Plan may become subject to the
    Plan.

(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the Plan.

(3) Pursuant to Rule 457(h) under the Securities Act of 1933, the maximum
    offering price per share was calculated to be $54.28125 upon the basis of
    the average of the high and low prices of the Common Stock reported on the
    consolidated reporting system as of September 30, 1998, as reprinted in
    The Wall Street Journal.
    -----------------------
================================================================================

<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------

     NationsBank Corporation,  a North Carolina corporation  ("NationsBank") and
BankAmerica Corporation, a Delaware corporation ("BankAmerica"), entered into an
Agreement  and  Plan  of  Reorganization,  dated  as  of  April  10,  1998  (the
"Merger Agreement"). Pursuant to the Merger Agreement NationsBank was reincor-
porated as a Delaware corporation ("NationsBank (DE)"). Following such
reincorporation, BankAmerica  was merged into NationsBank (DE)(the "Merger"),
and NationsBank (DE), as the surviving corporation, was re-named BankAmerica
Corporation (the "Registrant").

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

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

         (b) NationsBank's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998 and 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 (as amended on April 24, 1998,
May 18, 1998 and August 17, 1998), May 6, 1998, May 13, 1998, July 7, 1998, July
13, 1998, July 23, 1998, and the  Registrant's  Current Report on Form 8-K filed
September 28, 1998; and

         (c) The description of the  Registrant's  Common Stock contained in the
Registrant's  Current  Report  on Form 8-K filed  September  28,  1998,  and any
amendment or report filed for the purpose of updating such description.

     All reports and  definitive  proxy or information  statements  filed by the
Registrant  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Securities
Exchange Act of 1934, as amended,  subsequent  to the date of this  Registration
Statement,  and  prior to the  termination  of the  offering  of the  securities
registered  pursuant  to this  Registration  Statement,  shall be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such documents.

     Any statement  contained in a document  incorporated by reference into this
Registration Statement shall be deemed to be modified or superseded for purposes
hereof  to the  extent  that  a  statement  contained  herein  (or in any  other
subsequently  filed  document  which also is or is deemed  incorporated  herein)
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed  to  constitute  a part  hereof,  except as so
modified or superseded.

     The  Registrant  will  provide  without  charge  to each  person  to whom a
Prospectus  constituting a part of this Registration Statement is delivered,  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,  Principal Corporate  Personnel Officer,  BankAmerica  Corporation,  100
North Tryon Street,  Charlotte,  North Carolina 28255. Telephone requests may be
directed to (704) 386-5000.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

     The legality of the  Registrant's  Common Stock to be issued in  connection
with the BankAmerica 401(k) Investment Plan (the "Plan") has been passed upon by
Paul J. Polking,  Esq.,  Executive Vice President and General Counsel of the
Registrant. As of the date of this Form S-8, Mr. Polking  beneficially owned an
aggregate of approximately 137,000 shares of the Registrant's Common Stock.

<PAGE>

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.

<PAGE>

     In addition, the Merger Agreement provides that the Registrant will, for
six years after the consummation of the Merger, indemnify directors, officers
and employees of 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 the consummation of the Merger 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, BankAmerica or
their respective subsidiaries.

     Pursuant to the Merger  Agreement,  for six years after the consummation of
the Merger, the Registrant will also use its best efforts to cause the directors
and officers of  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 person for whose  benefit  indemnification  shall or may be
made.

Item 8.  Exhibits.
         --------

Exhibit
Number       Exhibit Description
- -------      -------------------
 5.1         Opinion of Paul J. Polking, Esq. as to the legality of the
             securities

 5.2         Internal Revenue Service Determination Letter 

 23.1        Consent of Independent Accountants, PricewaterhouseCoopers LLP

 23.2        Consent of Independent Auditors, Ernst & Young LLP

 23.3        Consent of Paul J. Polking, Esq. (included in Exhibit 5.1)

 24          Power of Attorney and Certified Resolution

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 post-effective 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.

<PAGE>

         (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 the 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.

<PAGE>

                                   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 this
1st day of October, 1998.

                                   BANKAMERICA CORPORATION
                                       (Registrant)

                                   By:    /s/ HUGH L. MCCOLL, JR.
                                   --------------------------------
                                              Hugh L. McColl, Jr.
                                              Chief Executive Officer


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below on this 1st day of October, 1998
by the following persons in the capacities indicated.


Signature                          Capacity
- ---------                          --------

/s/ HUGH L. MCCOLL, JR.            Chairman of the Board, Director and
- -----------------------------      Chief Executive Officer
    Hugh L. McColl, Jr.            (Principal Executive Officer)


/s/ JAMES H. HANCE, JR.            Vice Chairman and Chief Financial Officer
- -----------------------------      (Principal Financial Officer)
    James H. Hance, Jr.


/s/ MARC D. OKEN                   Executive Vice President and Principal
- -----------------------------      Financial Executive
    Marc D. Oken                   (Principal Accounting Officer)


DIRECTORS:


/s/ DAVID A. COULTER               President and Director
- -----------------------------
    David A. Coulter               


/s/ CHARLES W. COKER               Director
- -----------------------------
    Charles W. Coker               


/s/ TIMM CRULL                      Director
- -----------------------------
    Timm Crull                     


/s/ ALAN T. DICKSON                Director
- -----------------------------
    Alan T. Dickson                


/s/ KATHLEEN FELDSTEIN             Director
- -----------------------------
    Kathleen Feldstein


/s/ PAUL FULTON                    Director
- -----------------------------
    Paul Fulton


/s/ DONALD E. GUINN                Director
- -----------------------------
    Donald E. Guinn

<PAGE>


/s/ C. RAY HOLMAN                  Director
- -----------------------------
    C. Ray Holman


/s/ W. W. JOHNSON                  Director
- -----------------------------
    W. W. Johnson


/s/ WALTER E. MASSEY               Director
- -----------------------------
    Walter E. Massey


/s/ RICHARD M. ROSENBERG           Director
- -----------------------------
    Richard M. Rosenberg


/s/ O. TEMPLE SLOAN, JR.           Director
- -----------------------------
    O. Temple Sloan, Jr.


/s/ MEREDITH R. SPANGLER           Director
- -----------------------------
    Meredith R. Spangler


/s/ A. MICHAEL SPENCE              Director
- -----------------------------
    A. Michael Spence


/s/ RONALD TOWNSEND                Director
- -----------------------------
    Ronald Townsend


/s/ SOLOMON D. TRUJILLO            Director
- -----------------------------
    Solomon D. Trujillo


/s/ JACKIE M. WARD                 Director
- -----------------------------
    Jackie M. Ward


/s/ VIRGIL R. WILLIAMS             Director
- -----------------------------
    Virgil R. Williams


/s/ SHIRLEY YOUNG                  Director
- -----------------------------
    Shirley Young



*By:  /s/  JAMES W. KISER
      --------------------------------------
           James W. Kiser, Attorney-in-Fact

Dated: October 1, 1998

<PAGE>

                               INDEX TO EXHIBITS

Exhibit
Number       Exhibit Description
- -------      -------------------

 5.1         Opinion of Paul J. Polking, Esq. as to the legality of the
             securities

 5.2         Internal Revenue Service Determination Letter 

 23.1        Consent of Independent Accountants, PricewaterhouseCoopers LLP

 23.2        Consent of Independent Auditors, Ernst & Young LLP

 23.3        Consent of Paul J. Polking, Esq. (included in Exhibit 5.1)

 24          Power of Attorney and Certified Resolution
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED OCTOBER   1, 1998", "secsgml_size_bytes": 24198}]
{"company-data": {"conformed-name": "NATIONSBANK CORP", "cik": "0000070858", "assigned-sic": "6021", "irs-number": "560906609", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-65209", "film-number": "98719751"}, "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": "NCNB CORP", "date-changed": "19920107"}}
As filed with the Securities and Exchange Commission
                            on October 1, 1998                 File 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 Tyron Street
                        Charlotte, North Carolina 28255
                    (Address of principal executive offices)

                                  BankAmerica
                             401(k) Investment Plan
                            (Full title of the plan)

                                Paul J. Polking
                            BankAmerica Corporation
                             100 North Tyron Street
                        Charlotte, North Carolina 28255
                             Telephone: (704) 386-5000
                       (Name, Address and Telephone Number
                              of Agent for Service)

                        CALCULATION OF REGISTRATION FEE

================================================================================
                                        Proposed    Proposed
                                        maximum     maximum
                      Amount to be      offerring   aggregate      Amount of
Title of securities   registered        price per   offering       registration
to be registered      (1) (2)           share(3)    price(3)       fee
- --------------------------------------------------------------------------------
Common Stock, 
par value $0.01
per share          5,000,000 shares    $54.28125    $271,406,250   $80,065
("Common Stock")
================================================================================

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration
    Statement also covers an additional indeterminate number of shares  which by
    reason of certain events specified in the Plan may become subject to the
    Plan.

(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the Plan.

(3) Pursuant to Rule 457(h) under the Securities Act of 1933, the maximum
    offering price per share was calculated to be $54.28125 upon the basis of
    the average of the high and low prices of the Common Stock reported on the
    consolidated reporting system as of September 30, 1998, as reprinted in
    The Wall Street Journal.
    -----------------------
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------

     NationsBank Corporation,  a North Carolina corporation  ("NationsBank") and
BankAmerica Corporation, a Delaware corporation ("BankAmerica"), entered into an
Agreement  and  Plan  of  Reorganization,  dated  as  of  April  10,  1998  (the
"Merger Agreement"). Pursuant to the Merger Agreement NationsBank was reincor-
porated as a Delaware corporation ("NationsBank (DE)"). Following such
reincorporation, BankAmerica  was merged into NationsBank (DE)(the "Merger"),
and NationsBank (DE), as the surviving corporation, was re-named BankAmerica
Corporation (the "Registrant").

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

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

         (b) NationsBank's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998 and 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 (as amended on April 24, 1998,
May 18, 1998 and August 17, 1998), May 6, 1998, May 13, 1998, July 7, 1998, July
13, 1998, July 23, 1998, and the  Registrant's  Current Report on Form 8-K filed
September 28, 1998; and

         (c) The description of the  Registrant's  Common Stock contained in the
Registrant's  Current  Report  on Form 8-K filed  September  28,  1998,  and any
amendment or report filed for the purpose of updating such description.

     All reports and  definitive  proxy or information  statements  filed by the
Registrant  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Securities
Exchange Act of 1934, as amended,  subsequent  to the date of this  Registration
Statement,  and  prior to the  termination  of the  offering  of the  securities
registered  pursuant  to this  Registration  Statement,  shall be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such documents.

     Any statement  contained in a document  incorporated by reference into this
Registration Statement shall be deemed to be modified or superseded for purposes
hereof  to the  extent  that  a  statement  contained  herein  (or in any  other
subsequently  filed  document  which also is or is deemed  incorporated  herein)
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed  to  constitute  a part  hereof,  except as so
modified or superseded.

     The  Registrant  will  provide  without  charge  to each  person  to whom a
Prospectus  constituting a part of this Registration Statement is delivered,  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,  Principal Corporate  Personnel Officer,  BankAmerica  Corporation,  100
North Tryon Street,  Charlotte,  North Carolina 28255. Telephone requests may be
directed to (704) 386-5000.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

     The legality of the  Registrant's  Common Stock to be issued in  connection
with the BankAmerica 401(k) Investment Plan (the "Plan") has been passed upon by
Paul J. Polking,  Esq.,  Executive Vice President and General Counsel of the
Registrant. As of the date of this Form S-8, Mr. Polking  beneficially owned an
aggregate of approximately 137,000 shares of the Registrant's Common Stock.
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, the Merger Agreement provides that the Registrant will, for
six years after the consummation of the Merger, indemnify directors, officers
and employees of 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 the consummation of the Merger 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, BankAmerica or
their respective subsidiaries.

     Pursuant to the Merger  Agreement,  for six years after the consummation of
the Merger, the Registrant will also use its best efforts to cause the directors
and officers of  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 person for whose  benefit  indemnification  shall or may be
made.

Item 8.  Exhibits.
         --------

Exhibit
Number       Exhibit Description
- -------      -------------------
 5.1         Opinion of Paul J. Polking, Esq. as to the legality of the
             securities

 5.2         Internal Revenue Service Determination Letter 

 23.1        Consent of Independent Accountants, PricewaterhouseCoopers LLP

 23.2        Consent of Independent Auditors, Ernst & Young LLP

 23.3        Consent of Paul J. Polking, Esq. (included in Exhibit 5.1)

 24          Power of Attorney and Certified Resolution

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 post-effective 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 the 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 this
1st day of October, 1998.

                                   BANKAMERICA CORPORATION
                                       (Registrant)

                                   By:    /s/ HUGH L. MCCOLL, JR.
                                   --------------------------------
                                              Hugh L. McColl, Jr.
                                              Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below on this 1st day of October, 1998
by the following persons in the capacities indicated.

Signature                          Capacity
- ---------                          --------

/s/ HUGH L. MCCOLL, JR.            Chairman of the Board, Director and
- -----------------------------      Chief Executive Officer
    Hugh L. McColl, Jr.            (Principal Executive Officer)

/s/ JAMES H. HANCE, JR.            Vice Chairman and Chief Financial Officer
- -----------------------------      (Principal Financial Officer)
    James H. Hance, Jr.

/s/ MARC D. OKEN                   Executive Vice President and Principal
- -----------------------------      Financial Executive
    Marc D. Oken                   (Principal Accounting Officer)

DIRECTORS:

/s/ DAVID A. COULTER               President and Director
- -----------------------------
    David A. Coulter               

/s/ CHARLES W. COKER               Director
- -----------------------------
    Charles W. Coker               

/s/ TIMM CRULL                      Director
- -----------------------------
    Timm Crull                     

/s/ ALAN T. DICKSON                Director
- -----------------------------
    Alan T. Dickson                

/s/ KATHLEEN FELDSTEIN             Director
- -----------------------------
    Kathleen Feldstein

/s/ PAUL FULTON                    Director
- -----------------------------
    Paul Fulton

/s/ DONALD E. GUINN                Director
- -----------------------------
    Donald E. Guinn
/s/ C. RAY HOLMAN                  Director
- -----------------------------
    C. Ray Holman

/s/ W. W. JOHNSON                  Director
- -----------------------------
    W. W. Johnson

/s/ WALTER E. MASSEY               Director
- -----------------------------
    Walter E. Massey

/s/ RICHARD M. ROSENBERG           Director
- -----------------------------
    Richard M. Rosenberg

/s/ O. TEMPLE SLOAN, JR.           Director
- -----------------------------
    O. Temple Sloan, Jr.

/s/ MEREDITH R. SPANGLER           Director
- -----------------------------
    Meredith R. Spangler

/s/ A. MICHAEL SPENCE              Director
- -----------------------------
    A. Michael Spence

/s/ RONALD TOWNSEND                Director
- -----------------------------
    Ronald Townsend

/s/ SOLOMON D. TRUJILLO            Director
- -----------------------------
    Solomon D. Trujillo

/s/ JACKIE M. WARD                 Director
- -----------------------------
    Jackie M. Ward

/s/ VIRGIL R. WILLIAMS             Director
- -----------------------------
    Virgil R. Williams

/s/ SHIRLEY YOUNG                  Director
- -----------------------------
    Shirley Young

*By:  /s/  JAMES W. KISER
      --------------------------------------
           James W. Kiser, Attorney-in-Fact

Dated: October 1, 1998
INDEX TO EXHIBITS

Exhibit
Number       Exhibit Description
- -------      -------------------

 5.1         Opinion of Paul J. Polking, Esq. as to the legality of the
             securities

 5.2         Internal Revenue Service Determination Letter 

 23.1        Consent of Independent Accountants, PricewaterhouseCoopers LLP

 23.2        Consent of Independent Auditors, Ernst & Young LLP

 23.3        Consent of Paul J. Polking, Esq. (included in Exhibit 5.1)

 24          Power of Attorney and Certified Resolution