Paul J. Polking
Executive Vice President and General Counsel
Bank of America Corporation
100 North Tryon Street, NC1-007-20-01
Charlotte, NC 28255



Exhibit 5


December 29, 1998


Board of Directors
BankAmerica Corporation
100 North Tryon Street
Charlotte, North Carolina 28255


Ladies and Gentlemen:

In connection with the proposed registration under the Securities
Act of 1933, as amended, of 50,000,000 shares (the "Shares") of
the common stock of BankAmerica Corporation (the "Common Stock")
to be issued pursuant to the terms of Take Ownership!  The
BankAmerica Global Associate Stock Option Program (the "Plan"), 
I have examined such corporate records and other documents,
including the Registration Statement on Form S-8 relating to the
Shares (the "Registration Statement"), and have reviewed such
matters of law as I have deemed necessary or appropriate for this
opinion.  Based on such examination and review, it is my opinion
that the Shares have been duly and validly authorized and, when
issued and paid for in accordance with and upon the terms and
conditions of the Plan, will be validly issued, fully paid and
nonassessable.

I consent to be named in the Registration Statement as the
attorney who passed upon the legality of the Shares, and to the
filing of a copy of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

/s/ Paul J. Polking
Paul J. Polking