As filed with the Securities and Exchange Commission
                             on November 20, 1996           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                               94-1681731
            (State or other jurisdiction          (I.R.S. Employer
            of incorporation or organization)    Identification No.)

                            Bank of America Center
                            555 California Street
                       San Francisco, California 94104
                   (Address of principal executive offices)

                       Take Ownership! The BankAmerica
                         Global Stock Option Program
                           (Full title of the plan)

                                Cheryl Sorokin
                           BankAmerica Corporation
                            Bank of America Center
                            555 California Street
                       San Francisco, California 94104
                           Telephone: 415/622-3530
                     (Name, Address and Telephone Number
                             of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
================================================================================
Title of securities  Amount to be  Proposed        Proposed
to be registered     registered    maximum         maximum        Amount of
                     (1)           offering price  aggregate      registration
                                   per share (2)   offering       fee
                                                   price (2)
================================================================================
Common Stock,
$1.5625 par value       5,229,280       $95.187    $497,759,475.40  $150,836.20
(3)
================================================================================
(1) Pursuant to Rule 416(a) of 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 program may
    become subject to the program.

(2) In accordance with Rule 457(h), the offering price per share of
    common stock is the price at which the stock options awarded under the
    program may be exercised.

(3) Each share of common stock registered pursuant to this
    Registration Statement includes a preferred share purchase right.

===============================================================================

<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

      BankAmerica Corporation ("BAC") incorporates by reference into this
Registration Statement the following documents: (i) BAC's annual report on
Form 10-K for the year ended December 31, 1995; (ii) BAC's quarterly report
on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and
September 30, 1996; and (iii) BAC's reports on Form 8-K dated January 17,
1996, February 5, 1996, March 4, 1996, April 17, 1996, July 17, 1996 and
October 16, 1996.

      All reports and definitive proxy or information statements filed by BAC
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.

Item 4.  Description of Securities.
         -------------------------

      Not applicable.

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

      Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

      As permitted by Section 102(b)(7) of the Delaware General Corporation
Law, the Certificate of Incorporation of BAC provides that a director of BAC
shall not be personally liable to BAC or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to BAC or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation law or (iv) for any transaction from which the
director derives any improper personal benefit.  The Certificate of
Incorporation  further provides that, if the Delaware General Corporation Law
is amended to further eliminate or limit the personal liability of directors,
then the liability of a director of BAC shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so
amended, without further stockholder action.

                                      II-2

<PAGE>

      As authorized by Section 145 of the Delaware General Corporation Law,
the By-laws of BAC provide for indemnification of directors and officers in
certain cases.  A director or officer of BAC (i) must be indemnified by BAC
for all expenses of litigation or other legal proceedings when he or she is
successful on the merits or otherwise in such litigation or proceedings, (ii)
must be indemnified by BAC for the expenses, judgments, fines and amounts
paid in settlement of litigation or proceedings (other than a derivative
action), even if he or she is not successful, if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of BAC (and, in the case of criminal proceedings, had
no reasonable cause to believe his or her conduct was not lawful) and (iii)
must be indemnified by BAC for expenses of a derivative action, even if he or
she is not successful, if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of BAC,
provided that no indemnification may be made in the case of a derivative
action if the person is judged liable to BAC, unless a court determines that,
despite such adjudication but in view of the circumstances, such person is
entitled to indemnification of such expenses.

      The By-laws of BAC further provide that BAC may purchase insurance on
behalf of its directors and officers, whether or not it would have the power
to indemnify them against such liability.

      There is directors' and officers' liability insurance presently
outstanding which insures directors and officers of BAC and certain of its
subsidiaries.  The policies cover losses for which BAC or any of such
subsidiaries shall be required or permitted by law to indemnify directors and
officers and which result from claims made against such directors or officers
based upon the commission of wrongful acts in the performance of their
duties.  The policies also cover losses which the directors or officers must
pay as the result of claims brought against them based upon the commission of
wrongful acts in the performance of their duties and for which they are not
indemnified by BAC or any of such subsidiaries.  The losses covered by the
policies are subject to certain exclusions and do not include fines or
penalties imposed by law or other matters uninsurable under the law.  The
policies contain certain provisions regarding deductibles.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

      Not applicable.

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

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

   5              Opinion of Counsel

 23.1             Consent of Independent Auditors, Ernst & Young LLP

 23.2             Consent of James N. Roethe, Counsel (included in Exhibit 5)

 24               Powers of Attorney

                                      II-3

<PAGE>

Item 9.  Undertakings.
         -------------

(a)   The undersigned 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 undersigned 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.

                                      II-4

<PAGE>

(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.









                                      II-5

<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 and County of San Francisco, and the
State of California, on this 20th day of November, 1996.

                                         BANKAMERICA CORPORATION
                                             (Registrant)

                               By: /s/ KATHLEEN J. BURKE
                                   -------------------------------------
                                       Kathleen J. Burke, Vice Chairman and
                                       Personnel Relations Officer

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on this 20th day of November,
1996 by the following persons in the capacities indicated.


Signature                                      Title
---------                                      -----

Principal Executive Officer:

*David A. Coulter                 Chairman of the Board and Chief
                                         Executive Officer

Principal Financial Officer:

*Michael E. O'Neill                      Vice Chairman and
                                     Chief Financial Officer

Principal Accounting Officer:

*John J. Higgins                   Executive Vice President and
                                     Chief Accounting Officer

DIRECTORS:

(A Majority of the Members of
the Board of Directors:)

      *JOSEPH F. ALIBRANDI                   Director
         *JILL E. BARAD                      Director
        *PETER B. BEDFORD                    Director
       *ANDREW F. BRIMMER                    Director
       *RICHARD A. CLARKE                    Director
        *DAVID A. COULTER                    Director
         *TIMM F. CRULL                      Director
       *KATHLEEN FELDSTEIN                   Director
        *DONALD E. GUINN                     Director
       *FRANK L. HOPE, JR.                   Director
     *IGNACIO E. LOZANO, JR.                 Director
        *WALTER E. MASSEY                    Director
        *JOHN M. RICHMAN                     Director
      *RICHARD M. ROSENBERG                  Director
       *A. MICHAEL SPENCE                    Director
      *SOLOMON D. TRUJILLO                   Director


*By: /s/ WILLIE C. BOGAN
    ----------------------------------
     Willie C. Bogan, Attorney-in-Fact

Dated:  November 20, 1996

                                      II-6

<PAGE>

                               INDEX TO EXHIBITS

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

   5              Opinion of Counsel

 23.1             Consent of Independent Auditors, Ernst & Young LLP

 23.2             Consent of James N. Roethe, Counsel (included in Exhibit 5)

 24               Powers of Attorney









                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED NOVEMBER 20, 1996", "secsgml_size_bytes": 16757}]
{"company-data": {"conformed-name": "BANKAMERICA CORP", "cik": "0000009672", "assigned-sic": "6021", "irs-number": "941681731", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16477", "film-number": "96669882"}, "business-address": {"street1": "BANK OF AMERICA CTR", "street2": "555 CALIFORNIA ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104", "phone": "4156223530"}, "mail-address": {"street1": "555 CALIFORNIA STREET", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104"}}
As filed with the Securities and Exchange Commission
                             on November 20, 1996           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                               94-1681731
            (State or other jurisdiction          (I.R.S. Employer
            of incorporation or organization)    Identification No.)

                            Bank of America Center
                            555 California Street
                       San Francisco, California 94104
                   (Address of principal executive offices)

                       Take Ownership! The BankAmerica
                         Global Stock Option Program
                           (Full title of the plan)

                                Cheryl Sorokin
                           BankAmerica Corporation
                            Bank of America Center
                            555 California Street
                       San Francisco, California 94104
                           Telephone: 415/622-3530
                     (Name, Address and Telephone Number
                             of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
================================================================================
Title of securities  Amount to be  Proposed        Proposed
to be registered     registered    maximum         maximum        Amount of
                     (1)           offering price  aggregate      registration
                                   per share (2)   offering       fee
                                                   price (2)
================================================================================
Common Stock,
$1.5625 par value       5,229,280       $95.187    $497,759,475.40  $150,836.20
(3)
================================================================================
(1) Pursuant to Rule 416(a) of 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 program may
    become subject to the program.

(2) In accordance with Rule 457(h), the offering price per share of
    common stock is the price at which the stock options awarded under the
    program may be exercised.

(3) Each share of common stock registered pursuant to this
    Registration Statement includes a preferred share purchase right.

===============================================================================
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

      BankAmerica Corporation ("BAC") incorporates by reference into this
Registration Statement the following documents: (i) BAC's annual report on
Form 10-K for the year ended December 31, 1995; (ii) BAC's quarterly report
on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and
September 30, 1996; and (iii) BAC's reports on Form 8-K dated January 17,
1996, February 5, 1996, March 4, 1996, April 17, 1996, July 17, 1996 and
October 16, 1996.

      All reports and definitive proxy or information statements filed by BAC
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.

Item 4.  Description of Securities.
         -------------------------

      Not applicable.

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

      Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

      As permitted by Section 102(b)(7) of the Delaware General Corporation
Law, the Certificate of Incorporation of BAC provides that a director of BAC
shall not be personally liable to BAC or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to BAC or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation law or (iv) for any transaction from which the
director derives any improper personal benefit.  The Certificate of
Incorporation  further provides that, if the Delaware General Corporation Law
is amended to further eliminate or limit the personal liability of directors,
then the liability of a director of BAC shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so
amended, without further stockholder action.

                                      II-2
As authorized by Section 145 of the Delaware General Corporation Law,
the By-laws of BAC provide for indemnification of directors and officers in
certain cases.  A director or officer of BAC (i) must be indemnified by BAC
for all expenses of litigation or other legal proceedings when he or she is
successful on the merits or otherwise in such litigation or proceedings, (ii)
must be indemnified by BAC for the expenses, judgments, fines and amounts
paid in settlement of litigation or proceedings (other than a derivative
action), even if he or she is not successful, if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of BAC (and, in the case of criminal proceedings, had
no reasonable cause to believe his or her conduct was not lawful) and (iii)
must be indemnified by BAC for expenses of a derivative action, even if he or
she is not successful, if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of BAC,
provided that no indemnification may be made in the case of a derivative
action if the person is judged liable to BAC, unless a court determines that,
despite such adjudication but in view of the circumstances, such person is
entitled to indemnification of such expenses.

      The By-laws of BAC further provide that BAC may purchase insurance on
behalf of its directors and officers, whether or not it would have the power
to indemnify them against such liability.

      There is directors' and officers' liability insurance presently
outstanding which insures directors and officers of BAC and certain of its
subsidiaries.  The policies cover losses for which BAC or any of such
subsidiaries shall be required or permitted by law to indemnify directors and
officers and which result from claims made against such directors or officers
based upon the commission of wrongful acts in the performance of their
duties.  The policies also cover losses which the directors or officers must
pay as the result of claims brought against them based upon the commission of
wrongful acts in the performance of their duties and for which they are not
indemnified by BAC or any of such subsidiaries.  The losses covered by the
policies are subject to certain exclusions and do not include fines or
penalties imposed by law or other matters uninsurable under the law.  The
policies contain certain provisions regarding deductibles.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

      Not applicable.

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

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

   5              Opinion of Counsel

 23.1             Consent of Independent Auditors, Ernst & Young LLP

 23.2             Consent of James N. Roethe, Counsel (included in Exhibit 5)

 24               Powers of Attorney

                                      II-3
Item 9.  Undertakings.
         -------------

(a)   The undersigned 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 undersigned 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.

                                      II-4
(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.

                                      II-5
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 and County of San Francisco, and the
State of California, on this 20th day of November, 1996.

                                         BANKAMERICA CORPORATION
                                             (Registrant)

                               By: /s/ KATHLEEN J. BURKE
                                   -------------------------------------
                                       Kathleen J. Burke, Vice Chairman and
                                       Personnel Relations Officer

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on this 20th day of November,
1996 by the following persons in the capacities indicated.

Signature                                      Title
---------                                      -----

Principal Executive Officer:

*David A. Coulter                 Chairman of the Board and Chief
                                         Executive Officer

Principal Financial Officer:

*Michael E. O'Neill                      Vice Chairman and
                                     Chief Financial Officer

Principal Accounting Officer:

*John J. Higgins                   Executive Vice President and
                                     Chief Accounting Officer

DIRECTORS:

(A Majority of the Members of
the Board of Directors:)

      *JOSEPH F. ALIBRANDI                   Director
         *JILL E. BARAD                      Director
        *PETER B. BEDFORD                    Director
       *ANDREW F. BRIMMER                    Director
       *RICHARD A. CLARKE                    Director
        *DAVID A. COULTER                    Director
         *TIMM F. CRULL                      Director
       *KATHLEEN FELDSTEIN                   Director
        *DONALD E. GUINN                     Director
       *FRANK L. HOPE, JR.                   Director
     *IGNACIO E. LOZANO, JR.                 Director
        *WALTER E. MASSEY                    Director
        *JOHN M. RICHMAN                     Director
      *RICHARD M. ROSENBERG                  Director
       *A. MICHAEL SPENCE                    Director
      *SOLOMON D. TRUJILLO                   Director

*By: /s/ WILLIE C. BOGAN
    ----------------------------------
     Willie C. Bogan, Attorney-in-Fact

Dated:  November 20, 1996

                                      II-6
INDEX TO EXHIBITS

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

   5              Opinion of Counsel

 23.1             Consent of Independent Auditors, Ernst & Young LLP

 23.2             Consent of James N. Roethe, Counsel (included in Exhibit 5)

 24               Powers of Attorney

                                      II-7