AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                             ON NOVEMBER 13, 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)

                              BANKAMERICA DEFERRED
                                COMPENSATION PLAN
                            (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
                                   OFFERING PRICE  AGGREGATE      REGISTRATION
                                   PER SHARE       OFFERING       FEE
                                                   PRICE (2)
===============================================================================
DEFERRED
COMPENSATION         $100,000,000     100%         $100,000,000   $30,303.03
OBLIGATIONS (1)
===============================================================================
(1) THE DEFERRED COMPENSATION  OBLIGATIONS ARE GENERAL UNSECURED  OBLIGATIONS OF
    BANKAMERICA  CORPORATION  TO  PAY DEFERRED  COMPENSATION  IN THE  FUTURE  TO
    PARTICIPATING MEMBERS OF A SELECT GROUP OF MANAGEMENT OR HIGHLY  COMPENSATED
    EMPLOYEES  IN ACCORDANCE  WITH  THE  TERMS  OF  THE   BANKAMERICA   DEFERRED
    COMPENSATION PLAN (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997).

(2) ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION
    FEE.
===============================================================================

<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


    The document(s)  containing the information  specified in Part I of Form S-8
will be sent or given to eligible employees as specified in Rule 428(b)(1) under
the  Securities  Act of 1933,  as amended.  Such  document(s)  and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together,  constitute a prospectus
that meets the  requirements  of Section 10(a) of the Securities Act of 1933, as
amended.



                                     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.
         -------------------------

    The  BankAmerica  Deferred   Compensation  Plan  (as  amended  and  restated
effective January 1, 1997) (the "Plan") provides a select group of management or
highly  compensated  employees  of  BAC  and  certain  of its  subsidiaries  and
affiliates (the "Eligible  Employees") with the opportunity to defer the receipt
of certain pre-tax cash compensation. The obligations of BAC under the Plan (the
"Deferred  Compensation  Obligations") will be general unsecured  obligations of
BAC  to pay  deferred  compensation  in the  future  to  participating  Eligible
Employees (the "Participants") in accordance with the terms of the Plan from the
general  assets of BAC,  and will rank  pari  passu  with  other  unsecured  and
unsubordinated indebtedness of BAC from time to time outstanding. Because BAC is
a holding company, the rights of creditors of BAC (including Participants in the
Plan) to participate in any  distribution  of the assets of any subsidiary  upon
its liquidation or reorganization  will be subject to the claims of creditors of
the subsidiary, which will take priority except to the extent that claims of BAC
itself as a creditor of the subsidiary may be recognized. There are also various
legal  limitations  on the  extent  to which  bank  subsidiaries  of BAC may pay
dividends,  extend  credit or  otherwise  supply  funds to BAC or various of its
affiliates.

    Each Participant may elect to defer 5% to 50% of his or her base salary,  as
well as 5% to 90% of his or her annual eligible bonus and incentive award.

    Each  Participant  may  choose  a rate of  return  for  his or her  deferred
compensation that mirrors the rates of return for the investment funds available
under the BankAmerica  401(k)  Investment Plan.  Thus, while each  Participant's
deferred  compensation  account  balance  increases  or  decreases  based on the
performance  of the funds  chosen,  his or her account  balance is not  actually
invested in those funds. Rather, the Participant earns a "mirror" rate of return
based on the performance of the funds chosen.

    The  Deferred  Compensation  Obligations  are payable in cash.  With certain
exceptions,   Deferred   Compensation   Obligations   will  be  paid  after  the
Participant's  employment  within BAC ends based on a prior election made by the
Participant.  The  Participant  may elect to receive (i) a single  payment to be
made within 60 days of the date  employment  ends;  (ii) a single  payment to be
made  within  the  first 60 days of the  first,  second or third  calendar  year
immediately following the calendar year in which employment ends; or (iii) up to
fifteen annual installment  payments  commencing within the first 60 days of the
first, second or third calendar year immediately  following the calendar year in
which employment ends.

    No  amount  payable  under  the  Plan  shall  be  subject  to  anticipation,
alienation,  sale, transfer,  assignment,  pledge,  encumbrance,  hypothecation,
charge,  attachment,  garnishment,  execution,  or levy of any kind or any other
process of law,  voluntary or involuntary.  Any attempt to dispose of any rights
to benefits payable under the Plan shall be void.  Notwithstanding the preceding
sentence, (i) the participating employers under the Plan shall have the right to
offset from a  Participant's  unpaid  amounts under the Plan any amounts due and
owing from the Participant to the extent permitted by law; and (ii) a spouse or
former spouse may be able to claim an interest in a Participant's deferred
compensation payments under a domestic relations order issued by a court.

    The Deferred  Compensation  Obligations  are not subject to  redemption,  in
whole  or in  part,  prior  to the  individual  payment  dates  selected  by the
Participants.  However, BAC reserves the right to amend or terminate the Plan at
any time,  except that no such amendment or termination  shall reduce the amount
credited to the Participants'  deferred  compensation account balances as of the
date of such amendment or termination.

    The  Deferred  Compensation  Obligations  will  not have  the  benefit  of a
negative  pledge or any other  affirmative  or negative  covenant on the part of
BAC. No trustee has been appointed  having authority to take action with respect
to  the  Deferred  Compensation  Obligations,   and  each  Participant  will  be
responsible for acting  independently  with respect to, among other things,  the
giving  of  notices,  responding  to  any  requests  for  consents,  waivers  or
amendments  pertaining  to  the  Deferred  Compensation  Obligations,  enforcing
covenants and taking action upon a default.

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 James N. Roethe, 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.

<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 13th 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 13th 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 13, 1996

<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
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED NOVEMBER 13, 1996", "secsgml_size_bytes": 21859}]
{"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": "333-16131", "film-number": "96665549"}, "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 13, 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)

                              BANKAMERICA DEFERRED
                                COMPENSATION PLAN
                            (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
                                   OFFERING PRICE  AGGREGATE      REGISTRATION
                                   PER SHARE       OFFERING       FEE
                                                   PRICE (2)
===============================================================================
DEFERRED
COMPENSATION         $100,000,000     100%         $100,000,000   $30,303.03
OBLIGATIONS (1)
===============================================================================
(1) THE DEFERRED COMPENSATION  OBLIGATIONS ARE GENERAL UNSECURED  OBLIGATIONS OF
    BANKAMERICA  CORPORATION  TO  PAY DEFERRED  COMPENSATION  IN THE  FUTURE  TO
    PARTICIPATING MEMBERS OF A SELECT GROUP OF MANAGEMENT OR HIGHLY  COMPENSATED
    EMPLOYEES  IN ACCORDANCE  WITH  THE  TERMS  OF  THE   BANKAMERICA   DEFERRED
    COMPENSATION PLAN (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997).

(2) ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION
    FEE.
===============================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

    The document(s)  containing the information  specified in Part I of Form S-8
will be sent or given to eligible employees as specified in Rule 428(b)(1) under
the  Securities  Act of 1933,  as amended.  Such  document(s)  and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together,  constitute a prospectus
that meets the  requirements  of Section 10(a) of the Securities Act of 1933, as
amended.

                                     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.
         -------------------------

    The  BankAmerica  Deferred   Compensation  Plan  (as  amended  and  restated
effective January 1, 1997) (the "Plan") provides a select group of management or
highly  compensated  employees  of  BAC  and  certain  of its  subsidiaries  and
affiliates (the "Eligible  Employees") with the opportunity to defer the receipt
of certain pre-tax cash compensation. The obligations of BAC under the Plan (the
"Deferred  Compensation  Obligations") will be general unsecured  obligations of
BAC  to pay  deferred  compensation  in the  future  to  participating  Eligible
Employees (the "Participants") in accordance with the terms of the Plan from the
general  assets of BAC,  and will rank  pari  passu  with  other  unsecured  and
unsubordinated indebtedness of BAC from time to time outstanding. Because BAC is
a holding company, the rights of creditors of BAC (including Participants in the
Plan) to participate in any  distribution  of the assets of any subsidiary  upon
its liquidation or reorganization  will be subject to the claims of creditors of
the subsidiary, which will take priority except to the extent that claims of BAC
itself as a creditor of the subsidiary may be recognized. There are also various
legal  limitations  on the  extent  to which  bank  subsidiaries  of BAC may pay
dividends,  extend  credit or  otherwise  supply  funds to BAC or various of its
affiliates.

    Each Participant may elect to defer 5% to 50% of his or her base salary,  as
well as 5% to 90% of his or her annual eligible bonus and incentive award.

    Each  Participant  may  choose  a rate of  return  for  his or her  deferred
compensation that mirrors the rates of return for the investment funds available
under the BankAmerica  401(k)  Investment Plan.  Thus, while each  Participant's
deferred  compensation  account  balance  increases  or  decreases  based on the
performance  of the funds  chosen,  his or her account  balance is not  actually
invested in those funds. Rather, the Participant earns a "mirror" rate of return
based on the performance of the funds chosen.

    The  Deferred  Compensation  Obligations  are payable in cash.  With certain
exceptions,   Deferred   Compensation   Obligations   will  be  paid  after  the
Participant's  employment  within BAC ends based on a prior election made by the
Participant.  The  Participant  may elect to receive (i) a single  payment to be
made within 60 days of the date  employment  ends;  (ii) a single  payment to be
made  within  the  first 60 days of the  first,  second or third  calendar  year
immediately following the calendar year in which employment ends; or (iii) up to
fifteen annual installment  payments  commencing within the first 60 days of the
first, second or third calendar year immediately  following the calendar year in
which employment ends.

    No  amount  payable  under  the  Plan  shall  be  subject  to  anticipation,
alienation,  sale, transfer,  assignment,  pledge,  encumbrance,  hypothecation,
charge,  attachment,  garnishment,  execution,  or levy of any kind or any other
process of law,  voluntary or involuntary.  Any attempt to dispose of any rights
to benefits payable under the Plan shall be void.  Notwithstanding the preceding
sentence, (i) the participating employers under the Plan shall have the right to
offset from a  Participant's  unpaid  amounts under the Plan any amounts due and
owing from the Participant to the extent permitted by law; and (ii) a spouse or
former spouse may be able to claim an interest in a Participant's deferred
compensation payments under a domestic relations order issued by a court.

    The Deferred  Compensation  Obligations  are not subject to  redemption,  in
whole  or in  part,  prior  to the  individual  payment  dates  selected  by the
Participants.  However, BAC reserves the right to amend or terminate the Plan at
any time,  except that no such amendment or termination  shall reduce the amount
credited to the Participants'  deferred  compensation account balances as of the
date of such amendment or termination.

    The  Deferred  Compensation  Obligations  will  not have  the  benefit  of a
negative  pledge or any other  affirmative  or negative  covenant on the part of
BAC. No trustee has been appointed  having authority to take action with respect
to  the  Deferred  Compensation  Obligations,   and  each  Participant  will  be
responsible for acting  independently  with respect to, among other things,  the
giving  of  notices,  responding  to  any  requests  for  consents,  waivers  or
amendments  pertaining  to  the  Deferred  Compensation  Obligations,  enforcing
covenants and taking action upon a default.

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 James N. Roethe, 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 13th 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 13th 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 13, 1996
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