8-K: Current report filing

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):
November 16, 1998

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.

On November 12, 1998, a Committee of the Board of Directors of the
Registrant (the "Committee") approved the implementation of a medium-term
note program, pursuant to which certain officers of the Registrant may cause
the Registrant to issue from time to time up to $5,000,000,000 aggregate
principal amount of medium-term notes, which may be senior debt securities,
designated as the Senior Medium-Term Notes, Series H (the "Senior Medium-
Term Notes") or subordinated debt securities, designated as the Subordinated
Medium-Term Notes, Series H (the "Subordinated Medium-Term Notes" and,
together with the Senior Medium-Term Notes, the "Medium-Term Notes"), or any
combination thereof, and may establish the price, terms and conditions and
the specific method of distribution of the Medium-Term Notes.
The resolutions of the Committee are included as Exhibit 99.1 hereto.

The Senior Medium-Term Notes will be issued under an Indenture dated as
of January 1, 1995, between NationsBank Corporation, predecessor to the
Registrant ("NationsBank") and U.S. Bank Trust of New York,
National Association, as successor trustee to BankAmerica National Trust
Company (the "Senior Trustee"), as supplemented by a First Supplemental
Indenture dated September 18, 1998 among NationsBank, NationsBank (DE)
Corporation ("NationsBank (DE)") and the Senior Trustee. The Subordinated
Medium-Term Notes will be issued under an Indenture dated as of January 1,
1995 between the Registrant and The Bank of New York (the "Subordinated
Trustee"), as supplemented by a First Supplemental Indenture dated August 28,
1998 among NationsBank, NationsBank (DE) and the Subordinated Trustee.
Copies of the First Supplemental Indentures are included as Exhibits 4.3
and 4.8 hereto.

The Registrant entered into a distribution agreement dated as of
November 16, 1998 with the agents named therein (the "United States
Distribution Agreement"), the terms of which will govern sales of the
Medium-Term Notes. The Medium-Term Notes are described generally in the
Prospectus dated May 21, 1998 constituting a part of the Registration
Statement No. 333-51367, as supplemented by a Prospectus Supplement dated
November 16, 1998. The United States Distribution Agreement is included
as Exhibit 1.1 hereto.

The Medium-Term Notes are unsecured debt securities which have been
registered on Form S-3 with the Securities and Exchange Commission under
Registration Statement No. 333-51367.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

The following exhibits are filed herewith:

EXHIBIT NO. DESCRIPTION OF EXHIBIT

1.1 Master United States Distribution
Agreement dated November 16, 1998 with
respect to the offering of the Medium-
Term Notes

4.1 Indenture dated as of January 1, 1995
between NationsBank Corporation and
BankAmerica National Trust Company,
as trustee, incorporated herein by
reference to Exhibit 4.1 of the Registrant's
Registration Statement on Form S-3, as
amended, Registration No. 33-57533

4.2 Successor Trustee Agreement effective
December 15, 1995, between NationsBank
Corporation and First Trust of New York,
National Association (now U.S. Bank
Trust National Association), as successor
trustee to BankAmerica National Trust
Company (the "Senior Trustee") incorporated
herein by reference to Exhibit 4.2 of
the Registrant's Registration Statement
on Form S-3 Registration No. 333-7229

4.3 First Supplemental Indenture dated
as of September 18, 1998 among
NationsBank Corporation,
NationsBank (DE) Corporation and
the Senior Trustee, as Trustee

4.4 Form of Senior Medium-Term Note, Series
H (Fixed Rate)

4.5 Form of Senior Medium-Term Note, Series
H (Floating Rate)

4.6 Form of Senior Medium-Term Note, Series
H (Indexed Note)

4.7 Indenture dated as of January 1, 1995
between NationsBank Corporation
and The Bank of New York, as
trustee (the "Subordinated Trustee"),
incorporated herein by reference to
Exhibit 4.5 of the Registrant's
Registration Statement on Form S-3,
as amended, Registration No. 33-57533

4.8 First Supplemental Indenture dated
as of August 28, 1998 among
NationsBank Corporation,
NationsBank (DE) Corporation and
the Subordinated Trustee

4.9 Form of Subordinated Medium-Term Note,
Series H (Fixed Rate)

4.10 Form of Subordinated Medium-Term Note,
Series H (Floating Rate)

5.1 Opinion of Smith Helms Mulliss & Moore, L.L.P.
as to the legality of the securities.

23.1 Consent of Smith Helms Mulliss & Moore, L.L.P.
(included in Exhibit 5.1)

99.1 Resolutions of a Committee
appointed by the Board of Directors
dated November 12, 1998 with
respect to the terms of the offering of
the Medium-Term 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: November 18, 1998