As filed with the Securities and Exchange Commission

                              on May 29, 1997               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)

                             BankAmerica Corporation
                           Performance Equity 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
================================================================================
                                                      Proposed     
                                     Proposed         maximum 
                      Amount to be   maximum          aggregate   Amount of
Title of securities   registered     offering price   offering    registration
to be registered      (1)            per share (2)    price (2)   fee
================================================================================
Common Stock, 
$1.5625 par           5,700,000    Varying prices
value (3)             shares       (2)            $1,009,739,025  $305,981.52
================================================================================
(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) The premium price option exercise price is $144 in respect of 1,461,350
    shares; $162 in respect of 1,556,600 shares; and $216 in respect of
    2,364,150 shares. Thus, in accordance with Rule 457(h), the maximum
    aggregate offering price for the aggregate of 5,382,100 shares is
    $973,260,000. As to the remaining 317,900 shares, the premium price option
    exercise price is not known. Thus, in accordance with Rule 457(h), the
    maximum offering price for each of these 317,900 shares was calculated to
    be $114.75 upon the basis of the average of the high and low prices of the
    common stock reported on the consolidated reporting system as of May 22,
    1997, as reprinted in The Wall Street Journal, Western Edition. Accordingly,
    the maximum aggregate offering price for these 317,900 shares is
    $36,479,025.

(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, 1996; (ii) BAC's  quarterly  report on Form
10-Q for the quarter ended March 31, 1997; (iii) BAC's reports on Form 8-K dated
January 15, 1997,  February 3, 1997,  March 3, 1997,  March 12, 1997,  April 16,
1997, May 5, 1997 and May 22, 1997; and (iv) the description of the common stock
and preferred share purchase rights set forth in the Registration  Statements on
Form 8-A dated May 25, 1976 (as amended by Forms 8 dated June 14,  1976,  August
18, 1976 and  September 10, 1976) and April 13, 1988 (as amended by Form 8 dated
August 20, 1991), respectively.

     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.

<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 Counsel (included in Exhibit 5)

 24               Powers of Attorney

<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.

(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  and  County  of  San  Francisco,  and  the  State  of
California, on this 28th day of May, 1997.

                                                 BANKAMERICA CORPORATION
                                                       (Registrant)

                                                By:  /s/ JAMES S. WESTFALL
                                                --------------------------------
                                                    James S. Westfall
                                                    Senior Vice President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below on this 28th day of May,  1997 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
       *RICHARD A. CLARKE                         Director
        *DAVID A. COULTER                         Director
         *TIMM F. CRULL                           Director
       *KATHLEEN FELDSTEIN                        Director
        *DONALD E. GUINN                          Director
       *FRANK L. HOPE, 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:  May 28, 1997

<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 Counsel (included in Exhibit 5)

 24               Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED MAY 28, 1997", "secsgml_size_bytes": 17743}]
{"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": "333-27965", "film-number": "97615689"}, "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 May 29, 1997               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)

                             BankAmerica Corporation
                           Performance Equity 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
================================================================================
                                                      Proposed     
                                     Proposed         maximum 
                      Amount to be   maximum          aggregate   Amount of
Title of securities   registered     offering price   offering    registration
to be registered      (1)            per share (2)    price (2)   fee
================================================================================
Common Stock, 
$1.5625 par           5,700,000    Varying prices
value (3)             shares       (2)            $1,009,739,025  $305,981.52
================================================================================
(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) The premium price option exercise price is $144 in respect of 1,461,350
    shares; $162 in respect of 1,556,600 shares; and $216 in respect of
    2,364,150 shares. Thus, in accordance with Rule 457(h), the maximum
    aggregate offering price for the aggregate of 5,382,100 shares is
    $973,260,000. As to the remaining 317,900 shares, the premium price option
    exercise price is not known. Thus, in accordance with Rule 457(h), the
    maximum offering price for each of these 317,900 shares was calculated to
    be $114.75 upon the basis of the average of the high and low prices of the
    common stock reported on the consolidated reporting system as of May 22,
    1997, as reprinted in The Wall Street Journal, Western Edition. Accordingly,
    the maximum aggregate offering price for these 317,900 shares is
    $36,479,025.

(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, 1996; (ii) BAC's  quarterly  report on Form
10-Q for the quarter ended March 31, 1997; (iii) BAC's reports on Form 8-K dated
January 15, 1997,  February 3, 1997,  March 3, 1997,  March 12, 1997,  April 16,
1997, May 5, 1997 and May 22, 1997; and (iv) the description of the common stock
and preferred share purchase rights set forth in the Registration  Statements on
Form 8-A dated May 25, 1976 (as amended by Forms 8 dated June 14,  1976,  August
18, 1976 and  September 10, 1976) and April 13, 1988 (as amended by Form 8 dated
August 20, 1991), respectively.

     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.
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 Counsel (included in Exhibit 5)

 24               Powers of Attorney
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.

(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  and  County  of  San  Francisco,  and  the  State  of
California, on this 28th day of May, 1997.

                                                 BANKAMERICA CORPORATION
                                                       (Registrant)

                                                By:  /s/ JAMES S. WESTFALL
                                                --------------------------------
                                                    James S. Westfall
                                                    Senior Vice President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below on this 28th day of May,  1997 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
       *RICHARD A. CLARKE                         Director
        *DAVID A. COULTER                         Director
         *TIMM F. CRULL                           Director
       *KATHLEEN FELDSTEIN                        Director
        *DONALD E. GUINN                          Director
       *FRANK L. HOPE, 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:  May 28, 1997
INDEX TO EXHIBITS

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

   5              Opinion of Counsel

 23.1             Consent of Independent Auditors, Ernst & Young LLP

 23.2             Consent of Counsel (included in Exhibit 5)

 24               Powers of Attorney