EXHIBIT 5.2


INTERNAL REVENUE SERVICE                              DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
2 CUPANIA CIRCLE
MONTEREY PARK, CA  91755-7431

Date:  MAY 06 1997                 Employer Identification Number:
                                        94-1681731
BANK OF AMERICA NT & SA            File Folder Number:
C/O MELISSA L. BILSTAD                  940009510
BANK OF AMERICA NT&SA              Person to Contact:
P O BOX 37000                           MARGO FLETCHER
SAN FRANCISCO, CA  94137           Contact Telephone Number:
                                        (213) 725-2531
                                   Plan Name:
                                        BANKAMERICA 401 K INVESTMENT PLAN

                                   Plan Number: 001

Dear Applicant:

         We have made a favorable  determination on your plan, identified above,
based on the  information  supplied.  Please keep this letter in your  permanent
records.

         Continued  qualification of the plan under its present form will depend
on its  effect in  operation.  (See  section  1.401-1(b)(3)  of the  Income  Tax
Regulations.) We will review the status of the plan in operation periodically.

         The enclosed  document  explains  the  significance  of this  favorable
determination  letter,  points out some  events  that may  affect the  qualified
status  of your  employee  retirement  plan,  and  provides  information  on the
reporting  requirements  for your  plan.  It also  describes  some  events  that
automatically nullify it. It is very important that you read the publication.

         This letter  relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.

         This  determination  is  subject  to  your  adoption  of  the  proposed
amendments  submitted in your letter  dated  3/28/97.  The  proposed  amendments
should be adopted on or before the date prescribed by the regulations under Code
section 401(b).

         This  determination  letter is applicable for the amendment(s) dated on
12/5/95 & 3/10/96.

         This determination letter is also applicable for the amendment(s) dated
on 12/7/95 & 8/15/96.

         This plan has been mandatorily disaggregated,  permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.


                                      -2-

BANK OF AMERICA NT & SA

         This plan satisfies the minimum  coverage  requirements on the basis of
the average benefit test in section 410(b)(2) of the Code.

         This plan  satisfies the  nondiscrimination  in amount  requirement  of
section  1.401(a)(4)-1(b)(2)  of the  regulations on the basis of a general test
described in the regulations.

         This letter is issued under Rev. Proc. 93-39 and considers the amend-
ments required by the Tax Reform Act of 1986 except as otherwise specified in
this letter.

         This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b)of the regulations with respect to those
benefits,  rights, and features  that are currently  available to all employees
in the plan's coverage group. For this purpose, the plan's coverage group
consists of those employees treated as  currently  benefiting  for purposes of
demonstrating  that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.

         This plan also satisfies the  requirements of section  1.401(a)(4)-4(b)
of the regulations with respect to the specific  benefits,  rights,  or features
for which you have provided information.

         Except as otherwise specified this letter may not be relied upon with
respect to whether the plan satisfies the qualification requirements as amended
by the Uruguay Round Agreements Act, Pub. L. 103-465 and by the Small Business
Job Protection Act of 1996 (SBJPA), Pub. L. 104-108, other than the requirements
of Code section 401(a)(26).

         Based on the  information  supplied,  we have determined that your plan
meets the requirements of section 401(k) of the Internal Revenue Code.

         The information on the enclosed  Publication 794 is an integral part of
this determination. Please be sure to read and keep it with this letter.

         If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.

                                Sincerely yours,


                                /s/ STEVEN A. JENSEN
                                ---------------------
                                    Steven A. Jensen
                                    District Director

Enclosures:
Publication 794
Reporting & Disclosure Guide
         For Employee Benefit Plans
Addendum