As filed with the Securities and Exchange Commission
                              on November 20, 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)

                         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
                                         offering     aggregate    Amount of
Title of securities    Amount to be      price per    offering     registration
to be registered       registered (1)    share (2)    price (2)    fee
--------------------------------------------------------------------------------
Common Stock, $1.5625
par value (3)          10,872,050 shares $73.5312     $799,434,883 $242,252.99
================================================================================
(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 November 18, 1997 under the program may be exercised.

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

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

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

     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 and preferred share purchase rights set forth in
the Registration Statements 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)  and  April  13,  1988  (as  amended  by Form 8 dated  August  20,  1991),
respectively,  except as any of the foregoing may be modified by the information
set  forth  herein.  This  Registration  Statement  is being  filed to  register
10,872,050 additional shares of BankAmerica  Corporation common stock in respect
of stock  options and stock  appreciation  rights  awarded on November  18, 1997
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 Counsel (included in Exhibit 5)

 24               Powers of Attorney









                                       2

<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on Form S-8,  and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City  and  County  of  San  Francisco,  and  the  State  of
California, on this 20th day of November, 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 20th day of November,  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
               *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
             *SANFORD R. ROBERTSON                                 Director
             *RICHARD M. ROSENBERG                                 Director
              *A. MICHAEL SPENCE                                   Director
             *SOLOMON D. TRUJILLO                                  Director


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

Dated: November 20, 1997


                                       3

<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
































                                       4
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED NOVEMBER 20, 1997", "secsgml_size_bytes": 8455}]
{"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": "333-40643", "film-number": "97725071"}, "business-address": {"street1": "BANK OF AMERICA CTR", "street2": "555 CALIFORNIA ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104", "phone": "4156223530"}, "mail-address": {"street1": "555 CALIFORNIA STREET", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104"}}
As filed with the Securities and Exchange Commission
                              on November 20, 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)

                         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
                                         offering     aggregate    Amount of
Title of securities    Amount to be      price per    offering     registration
to be registered       registered (1)    share (2)    price (2)    fee
--------------------------------------------------------------------------------
Common Stock, $1.5625
par value (3)          10,872,050 shares $73.5312     $799,434,883 $242,252.99
================================================================================
(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 November 18, 1997 under the program may be exercised.

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

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     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 and preferred share purchase rights set forth in
the Registration Statements 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)  and  April  13,  1988  (as  amended  by Form 8 dated  August  20,  1991),
respectively,  except as any of the foregoing may be modified by the information
set  forth  herein.  This  Registration  Statement  is being  filed to  register
10,872,050 additional shares of BankAmerica  Corporation common stock in respect
of stock  options and stock  appreciation  rights  awarded on November  18, 1997
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 Counsel (included in Exhibit 5)

 24               Powers of Attorney

                                       2
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on Form S-8,  and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City  and  County  of  San  Francisco,  and  the  State  of
California, on this 20th day of November, 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 20th day of November,  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
               *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
             *SANFORD R. ROBERTSON                                 Director
             *RICHARD M. ROSENBERG                                 Director
              *A. MICHAEL SPENCE                                   Director
             *SOLOMON D. TRUJILLO                                  Director

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

Dated: November 20, 1997

                                       3
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

                                       4