<PAGE>  Cover Form
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                       
                                   FORM 10-K

[ x ]   Annual Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 [No Fee Required]

For the fiscal year ended            December 31, 1997

[   ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 [No Fee Required]

For the transition period from                  to

Commission file number      0-10769

                    NATIONAL BANCORP OF ALASKA, INC.
                    (Exact name of registrant as specified in its charter)

         Delaware                              92-0087646
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

  301 West Northern Lights Boulevard/P.O. Box 100600
  Anchorage, Alaska                                    99510-0600
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code     (907) 276-1132

Securities registered pursuant to Section 12(g) of the Act:

                         Common stock, $10 par value
                              (Title of Class)

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                          Yes  X    No

Aggregate market value of common stock held by nonaffiliates of National
Bancorp of Alaska, Inc., based on the closing bid price of the stock at
February 24, 1998:  $379,758,441
     
The registrant has one class of common stock, $10 par value.  Numbers of shares
outstanding at February 24, 1998:  7,756,415.

                      Documents Incorporated By Reference

        Documents                    Parts of Form 10-K into which incorporated
1997 Annual Report to Shareholders                       Part I and II
Proxy Statement for the March 17, 1998
Annual Meeting of Shareholders                           Part III
Form S-14, File No. 2-78795 for August 11, 1982          Part IV

<PAGE> 1
                               Table of Contents
                                       
                                    Part I
                                       
                                                                   Page

Item 1  Business................................................... 2

Item 2  Properties................................................. 8

Item 3  Legal Proceedings.......................................... 8

Item 4  Submission of Matters to a Vote of Security Holders........ 8

                                    Part II

Item 5  Market for the Registrant's Common Equity and
        Related Stockholder Matters................................ 9

Item 6  Selected Financial Data.................................... 9

Item 7  Management's Discussion and Analysis of
        Financial Condition and Results of Operations.............. 9

Item 8  Financial Statements and Supplementary Data ...............11

Item 9  Changes in and Disagreements with Accountants on
        Accounting and Financial Disclosure....................... 12

                                   Part III

Item 10 Directors and Executive Officers of the Registrant........ 13

Item 11 Executive Compensation.................................... 13

Item 12 Security Ownership of Certain Beneficial Owners
        and Management............................................ 13

Item 13 Certain Relationships and Related Transactions............ 13

                                    Part IV

Item 14 Exhibits, Financial Statement Schedules, and
        Reports on Form 8-K....................................... 14

                                       
                                      -1-

<PAGE> 2                                       
                                    PART I

ITEM 1.  BUSINESS

National Bancorp of Alaska, Inc. (the Corporation) is a Delaware corporation
organized on June 21, 1982, and registered as a Bank holding company under the
Bank Holding Company Act of 1956.

The Corporation's principal asset is its investment in National Bank of Alaska
(the Bank), a wholly-owned subsidiary.  Through its subsidiary, the Corporation
engages in commercial banking and trust activities.

For additional information concerning the business of National Bancorp of
Alaska, Inc. and its subsidiaries, see pages 2 through 18 of National Bancorp
of Alaska, Inc.'s 1997 Annual Report to Shareholders (Annual Report), which is
incorporated in this Item 1 by reference.

The Bank

The Bank was established as a state-chartered bank in 1916 and converted to a
national banking association in 1950.

General Banking Services

The Bank engages in general banking business offering checking accounts,
savings accounts, money market accounts, Time Certificates of Deposit,
securities sold under agreements to repurchase, Individual Retirement Accounts,
commercial loans, home equity loans, unsecured lines of credit, consumer loans,
construction and mortgage loans, lease financing, safe deposit services, night
depositories, Visa credit cards (Classic and Gold), walk-up and drive-in
banking with an international automated teller machine network and other
services incidental to serving the banking needs of individuals, corporations,
government and quasi-government bodies.

As of December 31, 1997, the Bank's banking operations are conducted from 53
banking offices, 3 loan offices and 64 electronic branches located throughout
the state of Alaska, including 15 banking offices and 26 electronic branches in
Anchorage.











                                      -2-

<PAGE> 3
Trust Services

The Bank's Trust Department offers services to individuals and corporations
throughout Alaska including estate planning, settlement of estates,
administration of living and testamentary trusts, management of investment
agency accounts, custodianships, and administration of employee benefit trusts.
The Bank had trust assets of approximately $1,974 million under its supervision
as of December 31, 1997.

International Banking

The Bank's International Department offers customer services in connection with
international business.  The department maintains correspondent relationships
with banks located in certain world trade centers, including Tokyo and New
York.  Transactions handled by this department include cable, wire, and mail
transfers of funds, negotiating and advancing funds under export Letters of
Credit, buying and selling foreign currencies, handling collection from foreign
banks, and financing imports and exports.

An Edge Act subsidiary, National Bank of Alaska International Banking, Corp.,
has a branch located in Seattle, Washington with its head office in Anchorage,
Alaska.

Competition

The Bank competes actively with national and state banks and other financial
institutions, including savings and loan associations, savings banks, brokerage
houses, money market funds, and credit unions located both in Alaska and other
states.  The Bank maintains a competitive position by providing convenient
service in the branch network located throughout the state and by competitive
pricing of the products mentioned above.

Alaska allows out-of-state bank holding companies to acquire banks and domestic
bank holding companies located in Alaska.  Management is of the opinion that to
the extent that out-of-state bank holding companies enter the Alaskan market,
the Corporation may encounter intensified competition.

Employment

The Bank employs approximately 1,103 people.  Management considers employment
relations to be good.  None of the Bank's employees are covered by a collective
bargaining agreement.









                                      -3-

<PAGE> 4
SUPERVISION AND REGULATION

National Bancorp of Alaska, Inc. is a bank holding company subject to
regulation under the Bank Holding Company Act of 1956.  A bank holding company
is required to file with the Federal Reserve Board annual reports and other
information regarding the business operations of itself and its subsidiaries
and is also subject to examination by the Federal Reserve Board.  A bank
holding company must obtain Federal Reserve Board approval prior to acquiring,
directly and indirectly, ownership or control of any voting shares of any bank
if, after such acquisition, it would own or control, directly or indirectly,
more than 5% of the voting stock of such bank unless it already owns a majority
of the voting stock of such bank.  Furthermore, a bank holding company is, with
limited exceptions, prohibited from acquiring direct or indirect ownership or
control of any voting stock of any company which is not a bank or a bank
holding company, and must engage only in the business of banking or managing or
controlling banks or furnishing services to or performing services for its
subsidiary banks.  One of the exceptions to this prohibition is the ownership
of shares of a company the activities of which the Federal Reserve Board has
determined to be so closely related to banking or managing or controlling banks
as to be a proper incident thereto.

A bank holding company and its subsidiaries are prohibited from engaging in
certain tie-in arrangements in connection with the extension of credit or
provision of any property or service.  Thus, an affiliate may not extend
credit, lease, sell property or furnish any services or fix or vary the
consideration for these on the condition that (i) the customer must obtain or
provide some additional credit, property or service from or to its bank holding
company or subsidiaries thereof or (ii) the customer may not obtain some other
credit, property or services from a competitor, except to the extent reasonable
conditions are imposed to assure soundness of credit extended.

In approving acquisitions by bank holding companies of banks and companies
engaged in the banking-related activities, the Federal Reserve Board considers
a number of factors, including the benefit to the public such as greater
convenience, increased competition, conflicts of interest, or unsound banking
practices.  The Federal Reserve Board is also empowered to differentiate
between new activities and activities commenced through acquisition of a going
concern.

The Bank is subject to regulation and supervision, of which regular bank
examinations are a part, by the Office of the Comptroller of the Currently
(OCC).  The Bank is also a member of the Federal Deposit Insurance Corporation
(FDIC), which currently insures the deposits of each member bank to a maximum
of $100,000 per depositor.  For this protection, each bank pays a semiannual
statutory assessment and is subject to the rules and regulations of the FDIC.
The Corporation is an "affiliate" of the Bank, which imposes restrictions on
loans by the Bank to the Corporation, on investments by the Bank in the stock
or securities of the Corporation and on the use of such stock or securities as
collateral security for loans by the Bank to any borrower.  The Corporation is
also subject to certain restrictions with respect to engaging in the business
of issuing, flotation, underwriting, public sale and distribution of
securities.

The ability of the Corporation to pay dividends will largely depend upon the
amount of dividends declared by the Bank and any subsequently acquired
companies.  Approval of the OCC will be required for any dividend to the
Corporation by the Bank, if the total of all dividends, including any proposed
dividend, declared by the Bank in any calendar year exceeds the total of its
net profits for that year combined with its retained net profits for the
preceding two years, less any required transfers to surplus.  In the event that
the Bank were to experience either significant loan losses or rapid growth of
loans or deposits, the Corporation, as the sole shareholder, could be compelled
by bank regulatory authorities to invest additional capital.


                                      -4-
<PAGE> 5
Statistical Disclosure

The information as required by the Securities and Exchange Commission's Guide 3
- Statistical Disclosure by Bank Holding Companies is incorporated herein by
reference to the Registrant's 1997 Annual Report to Shareholders.

                                       
          Description                                         Annual Report
                                                               Page Numbers

I.    Distribution of Assets, Liabilities and Stockholders'
      Equity; Interest Rate and Interest Differential:

     A. and B.   Average Balance Sheet Combined with an
                 Analysis of Net Interest Earnings.................. 44-45

     C.          Analysis of Changes in Net Interest
                 Income due to rate and volume...................... 45

II.   Investment Portfolio:

     A.          Book Value of Investments.......................... 38

     B.          Weighted Average Yield............................. 38

III.  Loan Portfolio:

     A.          Types of Loans for Each Reported Period............ 39

     B.          Maturities and Sensitivity to Changes in
                 Interest Rates..................................... 39

     C.          Risk Elements...................................... 40

IV.   Summary of Loan Loss Experience:

     A.          Analysis of Allowances for Loan
                 Loss Experience.................................... 41

V.    Deposits:

     A.          Average Balance by Type............................ 42

     B.          Large TCD Maturities - Over $100,000............... 39

VI.   Return on Equity and Assets
      Selected Ratios for Each Reported Period...................... 43

VII.  Short-Term Borrowings......................................... 42

                                      -5-
<PAGE> 6
III.  Loan Portfolio

      C.   Risk Elements.

Potential Problem Loans

At December 31, 1997, an additional $66,366,000 in loans are being closely
monitored by management.  These loans are not included in any category of non-
performing loans.  However, management has concern about the borrowers'
abilities to comply with their present loan repayment terms.  These loans are
reviewed monthly to assess any change in collectability.

Foreign Outstandings

There were no foreign outstandings to individual countries as of December 31,
1997.
































                                      -6-
<PAGE> 7
IV.  Summary of Loan Loss Experience:

     B.  Allocation of the Allowance for Loan Losses:

                                                    Allocation of Reserves
                                                     To Loan Categories
                                                  _____________________________
                            Loan Category As a %  % of Total     Amount of
                              of Total Loans       Reserves    Reserves (000's)
December 31, 1997
Commercial and Industrial           37.1%            9.1%              $2,235
Real Estate Construction             2.3             0.1                   13
Real Estate Long-Term               33.5             1.4                  350
Installment                         22.7            31.4                7,707
Nontaxable                           3.5               -                    -
Lease Financing                      0.9             0.2                   44
Unallocated                            -            57.8               14,181
                                   ------------------------------------------
                                   100.0%          100.0%             $24,530

December 31, 1996
Commercial and Industrial           34.8%            1.4%                $329
Real Estate Construction             2.4               -                    5
Real Estate Long-Term               32.0             0.7                  150
Installment                         26.3            24.8                5,708
Nontaxable                           3.8               -                    -
Lease Financing                      0.7               -                    -
Unallocated                            -            73.1               16,810
                                   ------------------------------------------
                                   100.0%          100.0%             $23,002

December 31, 1995
Commercial and Industrial           35.5%            2.2%                $468
Real Estate Construction             1.9               -                    3
Real Estate Long-Term               31.9             1.2                  267
Installment                         25.0            15.3                3,288
Nontaxable                           4.8             0.4                   81
Lease Financing                      0.9               -                    -
Unallocated                            -            80.9               17,422
                                   ------------------------------------------
                                   100.0%          100.0%             $21,529

December 31, 1994
Commercial and Industrial           35.9%            5.4%              $1,035
Real Estate Construction             1.8             0.9                  165
Real Estate Long-Term               33.9             2.3                  442
Installment                         22.1            13.8                2,664
Nontaxable                           5.5             0.8                  152
Lease Financing                      0.8               -                    -
Unallocated                            -            76.8               14,768
                                   ------------------------------------------
                                   100.0%          100.0%             $19,226

December 31, 1993
Commercial and Industrial           37.9%           21.3%              $3,704
Real Estate Construction             2.6             0.2                   35
Real Estate Long-Term               33.9            13.0                2,271
Installment                         18.2             6.9                1,195
Nontaxable                           6.5             3.4                  587
Lease Financing                      0.9               -                    -
Unallocated                            -            55.2                9,616
                                   ------------------------------------------
                                   100.0%          100.0%             $17,408

                                      -7-
<PAGE> 8
ITEM 2.  PROPERTIES

The Bank's main banking office is at its headquarters building, which is
located at Northern Lights Boulevard and C Street, Anchorage, Alaska.

In addition to its headquarters building, the Bank owns 40 of its banking
offices (including four which are subject to ground leases) and leases 79 other
banking and loan offices under agreements expiring between 1997 and 2031.

ITEM 3.  LEGAL PROCEEDINGS

For information concerning legal proceedings, see Note 10 of "Notes to
Financial Statements" at page 30 of the Annual Report, which is incorporated
herein by reference.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the fourth
quarter of 1997.
































                                      -8-
<PAGE> 9
                                    PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

For information concerning market for the registrant's common equity and
related stockholder matters, reference is made to page 46 of the Annual Report,
which is incorporated herein by reference.

The above-referenced schedule shows the high and low bid quotations of the
Corporation's stock as reported by the National Association of Securities
Dealers Automated Quotations System (NASDAQ).  National Bancorp of Alaska, Inc.
common stock is traded in the over-the-counter market.  Such over-the-counter
market quotations reflect interdealer prices, without retail markup, markdown,
or commission and may not necessarily represent actual transactions.


ITEM 6.  SELECTED FINANCIAL DATA

Selected financial data for the prior ten years is incorporated herein by
reference on pages 20-21 of the Annual Report.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

For management's discussion and analysis of financial condition and results of
operations see "Management Discussion and Analysis" at pages 36 through 45, and
the Chairman's message to shareholders on page 2 of the Annual Report, which
are incorporated herein by reference.























                                      -9-
<PAGE> 10
Item 7A    Interest Rate Sensitivity
December 31, 1997

The table below provides information about the Corporation's material financial
instruments that are sensitive to changes in interest rates, including earning
asset and deposit liabilities.  For all non-amortizing financial instruments
other than variable rate instruments, cash flows and weighted average rates are
based on contractual maturity dates and rates.  For investment securities
subject to prepayment, the table presents principal cash flows based on recent
prepayment rates.  For variable rate financial instruments, cash flows and
weighted average rates are based on the earliest repricing opportunity.  For
amortizing loans cash flows are based on scheduled amortization of principal
payments and contractual maturity dates.  Interest bearing demand and saving
accounts with no stated maturity, which reprice at management's discretion, are
included in the first year category.

A discussion of the Corporation's exposure to interest rate sensitivity and how
the risk is managed is included in the annual report on page 38.
<TABLE>
<CAPTION>
(In Thousands)                     Expected Maturity/Repricing Date
                                1998    1999     2000    2001     2002  There-     Total      Fair
                                                                        after                Value
                           --------------------------------------------------------------------------
<S>                        <C>        <C>      <C>     <C>      <C>     <C>     <C>         <C>  
Fixed Rate Assets
Investment securities        144,906  178,952   99,113  61,362   57,024  68,105   609,462     615,784
    Average interest rate      6.86%    6.68%    6.98%   6.94%    7.04%   7.38%     6.91%
Securities available for sale 35,047   76,994   45,510  10,253   35,671  25,264   228,739     228,739
    Average interest rate      6.95%    7.15%    6.32%   6.74%    6.46%   6.25%     6.73%
Interest-bearing balances
  with banks                     150                 -       -        -       -       150         150
    Average interest rate      5.03%        -        -       -        -       -     5.03%
Federal funds sold and
  securities purchased
  under agreement to resell  100,000        -        -       -        -       -   100,000     100,000
    Average interest rate      5.65%        -        -       -        -       -     5.65%
Loans and leases             290,809  147,306  121,258  92,772   66,456 194,139   912,740     914,728
    Average interest rate      8.80%    9.84%   10.07%   9.27%    9.20%   9.64%     9.39%
Loans held for sale           58,304        -        -       -        -       -    58,304      58,302
    Average interest rate      7.57%        -        -       -        -       -     7.57%

Variable Rate Assets
Loans and leases             499,134   30,875   15,753   2,540    3,062   7,357   558,721     558,721
    Average interest rate      9.52%    9.02%    8.91%   9.13%    9.47%   8.69%     9.46%
                           --------------------------------------------------------------------------
Total Earning Assets       1,128,350  434,127  281,634 166,927  162,213 294,865 2,468,116   2,476,424
                           ==========================================================================

Fixed Rate Liabilities
Time deposits                400,630  115,234    9,839     749    7,676   1,108   535,236     536,205
    Average interest rate      5.28%    5.41%    5.60%   6.07%    6.14%   5.92%     5.33%
Other deposits               787,242        -        -       -        -       -   787,242     787,242
    Average interest rate      3.05%        -        -       -        -       -     3.05%
Purchased funds              362,512      250        -       -        -       -   362,762     362,754
    Average interest rate      4.79%    6.00%        -       -        -       -     4.79%

Variable Rate Liablilities
Time Deposits                 75,679        -        -       -        -       -    75,679      75,679
    Average interest rate      5.39%        -        -       -        -       -     5.39%
                           --------------------------------------------------------------------------
Total Interest Bearing
Liabilities                1,626,063  115,484    9,839     749    7,676   1,108 1,760,919   1,761,880
                           ==========================================================================

Interest Sensitivity Gap   (497,713)  318,643  271,795 166,178  154,537 293,757   707,197
Cumulative Gap                       (179,070)  92,725 258,903  413,440 707,197
Ratio of Interest Sensitive
   Assets to Interest
    Sensitive Liabilities        .69     3.76    28.62  222.87    21.13  266.12
Cumulative Ratio                 .69      .90     1.05    1.15     1.23    1.40
</TABLE>
                                        
                                      -10-
<PAGE> 11

Nonperforming Assets

Other real estate owned decreased from $326,000 at December 31, 1996 to
$150,000 at December 31, 1997.  Assets with a book value of $536,000 were sold.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The report of independent auditors and the consolidated financial statements
and notes to consolidated financial statements on pages 22 through 35 of the
Annual Report are incorporated herein by reference.

The quarterly financial data on page 46 of the Annual Report is incorporated
herein by reference.


ITEM 9. CHANGE IN ACCOUNTANTS

Not Applicable.
























                                     -11-

<PAGE> 12
                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

For information concerning directors and executive officers of National Bancorp
of Alaska, Inc., see "Election of Directors" at pages 1 through 5 of the Proxy
Statement for the March 17, 1998, Annual Meeting of Shareholders, which is
incorporated herein by reference.

The following table sets forth the executive officers of the Bank, all of whom
serve at the discretion of the Board, their ages and their positions with the
Bank:

                                                                 Served as an
                         Positions and Offices Currently     Executive Officer
    Name            Age         Held with Bank                    Since
------------------------------------------------------------------------------
Donald L. Mellish   70   Chairman of the Executive Committee      1964
Edward B. Rasmuson  57   Chairman of the Board of Directors       1972
Richard Strutz      47   President                                1985
Kathleen Soderberg  49   Executive Vice President and Treasurer   1982
Gary Dalton         43   Executive Vice President                 1988
James Cloud         44   Executive Vice President                 1997


                                       
ITEM 11.  EXECUTIVE COMPENSATION

Reference is made to pages 8 through 11 of the Proxy Statement for the March
17, 1998, Annual Meeting of Shareholders, which is incorporated herein by
reference for information concerning management remuneration and transactions.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
           AND MANAGEMENT

For information concerning the Corporation's security ownership by certain
beneficial owners and management, reference is made to pages 1 through 10 of
the Proxy Statement, which is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For information concerning certain relationships and related transactions, see
page 11 of the Proxy Statement, which is incorporated herein by reference.







                                     -12-
<PAGE> 13
                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
          FORM 8-K

  (a)  The following documents are filed as part of the report:

       1.   Financial Statements

            The following consolidated financial statements of National Bancorp
            of Alaska, Inc. and its subsidiaries and report of independent
            auditors are incorporated in Item 8 by reference from the 1997
            Annual Report to Shareholders.  Page number references are to the
            Annual Report:

            National Bancorp of Alaska and subsidiaries:            Page

            Consolidated Statements of Condition
            December 31, 1997 and 1996.............................. 23

            Consolidated Statements of Income
            Years ended December 31, 1997, 1996, and 1995........... 22

            Consolidated Statements of Cash Flows
            Years ended December 31, 1997, 1996, and 1995........... 24

            Consolidated Statements of Changes in Shareholders'
            Equity Years ended December 31, 1997, 1996, and 1995.... 25

            Notes to Consolidated Financial Statements.............. 25-35

            Report of Independent Auditors.......................... 35

       2.   Financial Statement Schedules

            All schedules are omitted because they are not applicable, not
            material or because the information is included in the financial
            statements or the notes thereto.

       3.   Exhibits

            (3)  Articles of incorporation and bylaws are incorporated herein
                 by reference to Exhibit (3) to Registration on Form S-14, File
                 No. 2-78795 dated August 11, 1982.

            (4)  Instruments defining the rights of security holders - specimen
                 of stock certificate to be issued by the Registrant (as
                 amended to date) is incorporated herein by reference to
                 Exhibit (4) to Registration on Form S-14, File No. 2-78795
                 dated August 11, 1982.


                                     -13-

<PAGE> 14
            (13) Annual Report to shareholders for the year ended
                 December 31, 1997.

            (21) Subsidiaries of the registrant are as follows:

                 Business Name                            State Incorporated

                 National Bank of Alaska and
                 subsidiaries                                   Alaska

                    National Bank of Alaska
                    Leasing Corporation                         Alaska

                    NBA Advertising, Inc.                       Alaska

                    NBA International Banking Corporation     Washington

                    Alaska Bankcard Center, Inc.                Alaska

                    NBA Mortgage Corporation                   Delaware

                    Northland Credit Corporation                Alaska

                 NB Aviation, Inc.                             Delaware

            (22) There were no matters submitted to a vote of security holders
                 during the fourth quarter of 1997.

            (27) Financial Data Schedule

          (b)  Reports on Form 8-K

               There were two 8-K reports filed during the quarter ended
               December 31, 1997.  They are as follows:

               The October 3, 1997 8-K reported the increase of the
               authorization to repurchase stock from 300,000 to 500,000
               shares.  No financial statements were included.

               The October 24, 1997 8-K reported the revised intention to ask
               the shareholders to amend National Bancorp of Alaska certificate
               to 42 million shares to allow for a four-for-one stock split
               rather than the two-for-one split previously announced.  The
               shareholders will be asked to vote at the annual meeting on
               March 17, 1998.  No financial statements were included.

          (c)  Exhibits - See list of exhibits set forth above at Item 14(a)3.

          (d)  Financial Statement Schedules

                Schedules required to be filed in response to this portion of
                Item 14 are listed above in Item 14(a)2.

Report of independent auditors for Form 10-K for the year ended December 31,
1997, is incorporated herein by reference in Item 14(a)1.
                                       
                                     -14-
<PAGE> 15
                                  SIGNATURES
                                       
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

NATIONAL BANCORP OF ALASKA, INC.

March 17, 1998                       By  /s/Edward B. Rasmuson
Date                                     Edward B. Rasmuson, Chairman of
                                         the Board and Director (Principal
                                         Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

March 17, 1998                           /s/Edward B. Rasmuson
Date                                     Edward B. Rasmuson, Chairman of
                                         the Board and Director (Principal
                                         Executive Officer)

March 17, 1998                           /s/Richard Strutz
Date                                     Richard Strutz, President and
                                         Director (Principal Financial Officer)

March 17, 1998                           /s/Gary Dalton
Date                                     Gary Dalton, Senior Vice President
                                         (Principal Accounting Officer)

March 17, 1998                           /s/Donald B. Abel, Jr.
Date                                     Donald B. Able, Director

March 17, 1998                           /s/Gary M. Baugh
Date                                     Gary M. Baugh, Director

March 17, 1998                           /s/Carl F. Brady, Jr.
Date                                     Carl F. Brady, Jr., Director

March 17, 1998                           /s/Alec W. Brindle
Date                                     Alec W. Brindle, Director










                                     -15-

<PAGE> 16
March 17, 1998                           /s/James O. Campbell
Date                                     James O. Campbell, Director

March 17, 1998                           /s/Patrick S. Cowan
Date                                     Patrick S. Cowan, Director

March 17, 1998                           /s/Roy Huhndorf
Date                                     Roy Huhndorf, Director

March 17, 1998                           /s/James H. Jansen
Date                                     James H. Jansen, Director

March 17, 1998                           /s/Donald L. Mellish
Date                                     Donald L. Mellish, Director

March 17, 1998                           /s/Emil Notti
Date                                     Emil Notti, Director

March 17, 1998                           /s/Howard R. Nugent
Date                                     Howard R. Nugent, Director

March 17, 1998                           /s/Tennys B. Owens
Date                                     Tennys B. Owens, Director















                                     -16-
<PAGE> 17
March 17, 1998                           /s/Eugene A. Parrish
Date                                     Eugene a. Parrish, Director

March 17, 1998                           /s/Michael Pate,
Date                                     Michael Pate, Director

March 17, 1998                           /s/Martin R. Pihl,
Date                                     Michael Pate, Director

March 17, 1998                           /s/Edward F. Randolph
Date                                     Edward F. Randolph, Director

March 17, 1998                           /s/Major General John Schaeffer
Date                                     Major General John Schaefer(Ret.)
                                         Director

March 17, 1998                           /s/Michael K. Snowden
Date                                     Michael K. Snowden, Director

March 17, 1998                           /s/George S. Suddock
Date                                     George S. Suddock, Director

March 17, 1998                           /s/Richard A. Wien
Date                                     Richard A. Wien, Director

March 17, 1998                           /s/Sharon Wikan
Date                                     Sharon Wikan, Director



















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