SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549

                    _________________________________

                                 FORM 8-K

                              CURRENT REPORT

                 PURSUANT TO SECTION 13 OR 15(d) OF THE

                    SECURITIES EXCHANGE ACT OF 1934


            Date of Report (Date of earliest event reported):
                             February 2, 1999

                         BANKAMERICA CORPORATION                   
          (Exact name of registrant as specified in its charter)

                                 Delaware
                       (State of Incorporation)

                                 1-6523
                        (Commission File Number)

                               56-0906609
                   (IRS Employer Identification No.)

                         100 North Tryon Street
                       Charlotte, North Carolina
                (Address of principal executive offices)

                                  28255
                               (Zip Code)

                             (704) 386-5000
          (Registrant's telephone number, including area code)



 ITEM 5.  OTHER EVENTS.
 
    By action dated February 2, 1999, a Committee previously
appointed by the Board of Directors of the Registrant approved
the public offering of an aggregate principal amount of
$1,500,000,000 of the Registrant's 5 7/8% Senior Notes, due 2009
(the "Notes"), to various underwriters (the "Underwriters") and
otherwise established the terms and conditions of the Notes and
the sale thereof.  The resolutions of the Committee are included
as Exhibit 99.1 hereto.     

    On February 2, 1999, the Registrant entered into an
underwriting agreement with the various Underwriters (the
"Underwriting Agreement") for the Notes.  The terms of the
offering and the Notes are described in the Registrant's
Prospectus dated May 21, 1998 constituting a part of the
Registration Statement (hereinafter described), as supplemented
by a final Global Prospectus Supplement dated February 2, 1999
for the Notes.  The Underwriting Agreement is included as Exhibit
1.1 hereto.

    The Notes were issued pursuant to the Registrant's
Registration Statement on Form S-3, Registration No. 333-51367,
as amended ("Registration No. 333-51367"), on a delayed basis
pursuant to Rule 415 under the Securities Act of 1933, as amended
(the "1933 Act").  Registration No. 333-51367 registered up to
$10,000,000,000 aggregate initial offering price of the
Registrant's unsecured debt securities (either senior or
subordinated), warrants, units and shares of its preferred stock,
including depositary shares, and common stock (collectively,
"Securities").  



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

  (c)  Exhibits.

           The following exhibits are filed herewith:

    EXHIBIT NO.                  DESCRIPTION OF EXHIBIT

        1.1        Underwriting Agreement dated February 2, 1999
                   with respect to the offering of the 5 7/8%
                   Senior Notes

        4.1        Form of 5 7/8% Senior Note
   
        5.1        Form of Opinion of Smith Helms Mulliss & 
                   Moore, L.L.P. regarding legality of the 5 7/8%
                   Senior Notes
            
      99.1         Resolutions dated February 2, 1999 of a
                   Committee of the Board of Directors with
                   respect to the terms of the offering of the
                   5 7/8% Senior Notes

       99.2        News Release disseminated on February 3, 1999
                   regarding the sale of the 5 7/8% Senior Notes





                              SIGNATURES
                                
                                
      Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.    
                             BANKAMERICA CORPORATION


                             By: /s/ CHARLES M. BERGER
                                     CHARLES M. BERGER
                                     Associate General Counsel

Dated: February 8, 1999
                                





                         EXHIBIT INDEX
                                
    EXHIBIT NO.                  DESCRIPTION OF EXHIBIT

         1.1       Underwriting Agreement dated February 2, 1999
                   with respect to the offering of the 5 7/8%
                   Senior Note

         4.1       Form of 5 7/8% Senior Note
   
         5.1       Form of Opinion of Smith Helms Mulliss &
                   Moore, L.L.P. regarding legality of the
                   5 7/8% Senior Note
            
         99.1      Resolutions dated February 2, 1999 of a
                   Committee of the Board of Directors with
                   respect to the terms of the offering of the
                   5 7/8% Senior Notes

         99.2      News Release disseminated on February 3, 1999
                   regarding the sale of the 5 7/8% Senior Notes