As filed with the Securities and Exchange Commission
                            on May 21, 1998                        File No.

--------------------------------------------------------------------------------

                       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

================================================================================
                                        Proposed    Proposed
                                        maximum     maximum
                                        offerring   aggregate
Title of securities   Amount to be      price per   offering    Amount of
to be registered      registered(1)     share(2)    price(2)    registration fee
--------------------------------------------------------------------------------
Common Stock, 
$1.5625
par value          10,666,960 shares   $82.9375    $884,690,995   $260,983.84

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

(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 and stock appreciation rights
    awarded on May 19, 1998 under the program may be exercised.

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

<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

         Pursuant to General Instruction E to Form S-8, BankAmerica  Corporation
incorporates  by  reference  (a)  the  contents  of  BankAmerica   Corporation's
Registration  Statement  on Form S-8  (File  No.  333-16477)  as filed  with the
Securities  and Exchange  Commission  ("SEC") on November 20, 1996,  and (b) the
description of the common stock set forth in the Registration Statement as
filed with the SEC on Form 8-A dated May 25, 1976 (as amended by Forms 8 dated
June 14, 1976,  August 18, 1976 and  September  10, 1976), except as any of the
foregoing may be modified by the information set  forth  herein.  This
Registration Statement is being filed to register 10,666,960 additional shares
of BankAmerica  Corporation common stock in respect of stock  options and stock
appreciation  rights  awarded on May 19, 1998 under Take Ownership!
The BankAmerica Global Stock Option Program.

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

Exhibit
Number       Exhibit Description
-------      -------------------
  5          Opinion of Counsel

 23.1        Consent of Independent Auditors, Ernst & Young LLP

 23.2        Consent of Independent Accountants, Price Waterhouse LLP

 23.3        Consent of Counsel (included in Exhibit 5)

 24          Powers of Attorney

<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 21st day of May, 1998.

                                   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 21st day of May,  1998 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
         *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 21, 1998

<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 Independent Accountants, Price Waterhouse LLP

 23.3                   Consent of Counsel (included in Exhibit 5)

 24                     Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED MAY 21, 1998", "secsgml_size_bytes": 7566}]
{"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": "333-53303", "film-number": "98629860"}, "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 21, 1998                        File No.

--------------------------------------------------------------------------------

                       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

================================================================================
                                        Proposed    Proposed
                                        maximum     maximum
                                        offerring   aggregate
Title of securities   Amount to be      price per   offering    Amount of
to be registered      registered(1)     share(2)    price(2)    registration fee
--------------------------------------------------------------------------------
Common Stock, 
$1.5625
par value          10,666,960 shares   $82.9375    $884,690,995   $260,983.84

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

(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 and stock appreciation rights
    awarded on May 19, 1998 under the program may be exercised.

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         Pursuant to General Instruction E to Form S-8, BankAmerica  Corporation
incorporates  by  reference  (a)  the  contents  of  BankAmerica   Corporation's
Registration  Statement  on Form S-8  (File  No.  333-16477)  as filed  with the
Securities  and Exchange  Commission  ("SEC") on November 20, 1996,  and (b) the
description of the common stock set forth in the Registration Statement as
filed with the SEC on Form 8-A dated May 25, 1976 (as amended by Forms 8 dated
June 14, 1976,  August 18, 1976 and  September  10, 1976), except as any of the
foregoing may be modified by the information set  forth  herein.  This
Registration Statement is being filed to register 10,666,960 additional shares
of BankAmerica  Corporation common stock in respect of stock  options and stock
appreciation  rights  awarded on May 19, 1998 under Take Ownership!
The BankAmerica Global Stock Option Program.

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

Exhibit
Number       Exhibit Description
-------      -------------------
  5          Opinion of Counsel

 23.1        Consent of Independent Auditors, Ernst & Young LLP

 23.2        Consent of Independent Accountants, Price Waterhouse LLP

 23.3        Consent of Counsel (included in Exhibit 5)

 24          Powers of Attorney
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 21st day of May, 1998.

                                   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 21st day of May,  1998 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
         *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 21, 1998
INDEX TO EXHIBITS

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

 5                      Opinion of Counsel

 23.1                   Consent of Independent Auditors, Ernst & Young LLP

 23.2                   Consent of Independent Accountants, Price Waterhouse LLP

 23.3                   Consent of Counsel (included in Exhibit 5)

 24                     Powers of Attorney