<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 [Fee Required]

For the fiscal year ended            December 31, 1996

[   ]   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, 1997:  $227,040,747
     
The registrant has one class of common stock, $10 par value.  Numbers of shares
outstanding at February 24, 1997:  7,887,003.

                      Documents Incorporated By Reference

       Documents                      Parts of Form 10-K into which incorporated
1996 Annual Report to Shareholders                     Part I and II
Proxy Statement for the March 18, 1997
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...........................................................9

Item 3  Legal Proceedings....................................................9

Item 4  Submission of Matters to a Vote of
        Security Holders.....................................................9

                                    Part II

Item 5  Market for the Registrant's Common Equity
        and Related Stockholder Matters.....................................10

Item 6  Selected Financial Data.............................................10

Item 7  Management's Discussion and Analysis of
        Financial Condition and Results of Operations.......................10

Item 8  Financial Statements and Supplementary Data.........................12

Item 9  Changes in and Disagreements with Accountants
        on Accounting and Financial Disclosure..............................13

                                   Part III

Item 10 Directors and Executive Officers of the
        Registrant..........................................................14

Item 11 Executive Compensation..............................................14

Item 12 Security Ownership of Certain Beneficial
        Owners and Management...............................................14

Item 13 Certain Relationships and Related Transactions......................14

                                    Part IV

Item 14 Exhibits, Financial Statement Schedules, and
        Reports on Form 8-K.................................................15

                                 
                                       
                                    -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 16 of National Bancorp
of Alaska, Inc.'s 1996 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, 1996, the Bank's banking operations are conducted from 53
banking offices, 3 loan offices and 59 electronic branches located throughout
the state of Alaska, including 15 banking offices and 24 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 $797 million under its supervision
as of December 31, 1996.

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 1,110 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.







                                      -4-

<PAGE>  5

Alaska law permits bank holding companies to acquire and own all or any portion
of the voting securities or other capital stock of, or all or substantially all
of the assets of, one or more banks or bank holding companies unless the bank
is a state or national bank conducting a banking business in Alaska that
commenced the business of banking in Alaska on or after July 1, 1982, and that
has not been in existence and continuously operating in Alaska for three years
or more.  It is permissible under Alaska state law for out-of-state bank
holding companies to acquire banks and domestic bank holding companies located
in Alaska.

The banking  laws of Alaska permit banks located in the state to establish
branches throughout the state.

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.













                                      -5-

<PAGE>  6

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 1996 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....................................42-43

     C.         Analysis of Changes in Net Interest
                Income due to rate and volume............................43

II.  Investment Portfolio:

     A.         Book Value of Investments................................36

     B.         Weighted Average Yield...................................36

III. Loan Portfolio:

     A.         Types of Loans for Each Reported Period..................37

     B.         Maturities and Sensitivity to Changes in
                Interest Rates...........................................37

     C.         Risk Elements........................................... 38

IV.  Summary of Loan Loss Experience:

     A.         Analysis of Allowances for Loan
                Loss Experience..........................................39

V.   Deposits:

     A.         Average Balance by Type..................................40

     B.         Large TCD Maturities - Over $100,000.....................37

VI.  Return on Equity and Assets
     Selected Ratios for Each Reported Period............................41

VII. Short-Term Borrowings...............................................40

                                      -6-

<PAGE>   7

Schedules Included Herein

III.  Loan Portfolio

      C.  Risk Elements.

Potential Problem Loans

At December 31, 1996, an additional $15,790,000 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,
1996.














                                      -7-

<PAGE>  8

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, 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

December 31, 1992
Commercial and Industrial               44.5%          21.3%         $4,547
Real Estate Construction                 2.0            1.3             269
Real Estate Long-Term                   26.3            5.5           1.183
Installment                             17.6            5.2           1,103
Nontaxable                               8.8            3.8             807
Lease Financing                          0.8              -               -
Unallocated                                -           62.9          13,429
                                       ------------------------------------
                                       100.0%         100.0%        $21,338
                                      -8-
<PAGE>  9

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 41 of its banking
offices (including five which are subject to ground leases) and leases 73 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 28 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 1996.






















                                      -9-
<PAGE> 10
                                       
                                    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 44 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.

The Corporation has engaged Salomon Brothers, Inc. for financial advisory and
investment banking services.

ITEM 6.  SELECTED FINANCIAL DATA

Selected financial data for the prior ten years is incorporated herein by
reference on pages 18-19 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 34 through 43, and
the Chairman's message to shareholders on inside cover of the Annual Report,
which are incorporated herein by reference.

Capital Resources

The Federal Reserve Board has standards for measuring capital adequacy based on
"risk-adjusted" assets.  As of December 31, 1992, banks and bank holding
companies are expected to meet a target risk-based capital ratio of 8.00%.
Effective September 7, 1990, the Federal Reserve Board implemented regulations
that establish a minimum leverage capital ratio of 4% of Tier 1 capital to
total assets less goodwill.  The table below illustrates the Corporation's
regulatory capital ratios as of December 31:

                                                1996         1995
Tier 1 Capital                              $374,998     $343,954
Tier 2 Capital                                23,002       21,529
                                            ---------------------
   Total Qualifying Capital                 $398,000     $365,483
                                            =====================
Risk Adjusted Total Assets (including
 off-balance sheet exposure)              $2,032,792   $1,869,720
                                          =======================
Total Risk-Based Capital Ratio                19.58%       19.55%
                                              ===================
Leverage Ratio                                14.13%       13.90%
                                              ===================



                                     -10-

<PAGE> 11
<TABLE>
Interest Rate Sensitivity Analysis
December 31, 1996
(In Thousands)
<CAPTION>
                                       90-365                OverTotal int.  Non int.     Total
                           1-90 days     days 1-5 years     years   bearing   bearing    Assets

<S>                           <C>      <C>        <C>       <C>      <C>      <C>       <C>
Investment securities         63,940   907,683    377,845   64,005   596,473            596,473
Securities available for sale 25,025    30,439    171,048   27,040   253,552            253,552
Interest-bearing balances
  with banks                     233                                     233                233
Federal funds sold and
  securities purchased
  under agreement to resell   20,000
Loans and leases             567,555    48,818    458,789  371,816 1,446,978          1,446,978
Loans held for sale                                         31,563    31,563             31,563
Other assets                                                                  262,897   262,897
                           --------------------------------------------------------------------
Total Assets                 676,753   169,940  1,007,682  494,424 2,348,799  299,685 2,648,484
                           ====================================================================

Deposits                   1,020,460   181,079    126,205          1,327,744  539,309 1,867,053
Funds purchased              325,108    39,609        750            365,467            365,467
Other liabilities                                                              38,561    38,561
Equity capital                                                                377,403   377,403
                           --------------------------------------------------------------------
Total Liabilities and
Shareholder's Equity       1,345,568   220,688    126,955        - 1,693,211  955,273 2,648,484
                           ====================================================================
Interest Sensitivity Gap    (668,815)  (50,748)   880,727  494,424   655,588 (655,588)
Cumulative Gap                        (719,563)   161,164  655,588
Ratio of Interest Sensitive
   Assets to Interest
    Sensitive Liabilities       0.50      0.77       7.94        -
Cumulative Ratio                0.50      0.54       1.10     1.39
</TABLE>

Management monitors the asset and liability position closely. As market and
business conditon change, asset and liability positions and pricing structures
are adjusted to control the risks associated with interest rate movement and to
generate a stable growth in net interest income.  The table above reflects the
contractual repricing dates for interest sensitive assets and liabilities.
Interest bearing demand and savings accounts with no stated maturity totaling
$775,528,000 are included in the 1 to 90-day category.  These deposits reprice
at management's discretion and have normally repriced less frequently than
those products indexed to market rates.  Due to the continuing policy of
analyzing rate sensitivity, management believes National Bancorp of Alaska is
reasonably well positioned for subsequent rate movements.








                                     -11-

<PAGE> 12

Nonperforming Assets

Other real estate owned decreased from $3.1 million at December 31, 1995 to
$0.3 million at December 31, 1996.  Assets with a book value of $3.1 million
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 24 through 34 of the
Annual Report are incorporated herein by reference.

The quarterly financial data on page 44 of the Annual Report is incorporated
herein by reference.


ITEM 9. CHANGE IN ACCOUNTANTS

Not Applicable.





















                                     -12-
<PAGE> 13
                                       
                                   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 18, 1997, 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
                              Positions and Offices         Executive Officer
Name                 Age      Currently Held with Bank            Since
-----------------------------------------------------------------------------
Donald L. Mellish    69       Chairman of theExecutive
                              Committee                           1964
Edward B. Rasmuson   56       Chairman of the Board
                              of Directors                        1972
Richard Strutz       46       President                           1985
Kathleen Soderberg   48       Executive Vice President
                              and Treasurer                       1982
Gary Dalton          42       Executive Vice President            1988


                                       
ITEM 11.  EXECUTIVE COMPENSATION

Reference is made to pages 6 through 10 of the Proxy Statement for the March
18, 1997, 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 9 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 10 of the Proxy Statement, which is incorporated herein by reference.




                                     -13-

<PAGE> 14

                                    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 1996 
            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, 1996 and 1995....................................21

            Consolidated Statements of Income
            Years ended December 31, 1996, 1995, and 1994.................20
 
            Consolidated Statements of Cash Flows
            Years ended December 31, 1996, 1995, and 1994.................22

            Consolidated Statements of Changes in Shareholders'
            Equity Years ended December 31, 1996, 1995, and 1994..........23

            Notes to Consolidated Financial Statements....................23-33

            Report of Independent Auditors................................33

      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.






                                     -14-
<PAGE> 15

           (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)  Annual Report to shareholders for the year ended December 31,
                1996.

          (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 1995.

          (27)  Financial Data Schedule

  (b)  Reports on Form 8-K

       There were no reports on Form 8-K filed during the quarter ended
       December 31, 1996.

  (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,
1996, is incorporated herein by reference in Item 14(a)1.

                                     -15-

<PAGE> 16
                                       
                                  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 18, 1997                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 18, 1997                     /s/Edward B. Rasmuson
Date                               Edward B. Rasmuson, Chairman of
                                   the Board and Director (Principal
                                   Executive Officer)

March 18, 1997                     /s/Richard Strutz
Date                               Richard Strutz, President and
                                   Director (Principal Financial Officer)

March 18, 1997                     /s/Gary Dalton
Date                               Gary Dalton, Senior Vice President
                                   (Principal Accounting Officer)

March 18, 1997                     /s/Donald B. Abel, Jr.
Date                               Donald B. Able, Director

March 18, 1997                     /s/Gary M. Baugh
Date                               Gary M. Baugh, Director

March 18, 1997                     /s/Carl F. Brady, Jr.
Date                               Carl F. Brady, Jr., Director










                                     -16-
<PAGE> 17

March 18, 1997                     /s/Sharon Wikan
Date                               Sharon (Burrell) Wikan, Director

March 18, 1997                     /s/James O. Campbell
Date                               James O. Campbell, Director

March 18, 1997                     /s/Jeffrey J. Cook
Date                               Jeffrey J. Cook, Director

March 18, 1997                     /s/Patrick S. Cowan
Date                               Patrick S. Cowan, Director

March 18, 1997                     /s/Roy Huhndorf
Date                               Roy Huhndorf, Director

March 18, 1997                     /s/James H. Jansen
Date                               James H. Jansen, Director

March 18, 1997                     /s/Donald L. Mellish
Date                               Donald L. Mellish, Director

March 18, 1997                     /s/Emil Notti
Date                               Emil Notti, Director

March 18, 1997                     /s/Howard R. Nugent
Date                               Howard R. Nugent, Director

March 18, 1997                     /s/Tennys B. Owens
Date                               Tennys B. Owens, Director

March 18, 1997                     /s/Eugene A. Parrish
Date                               Eugene a. Parrish, Director

March 18, 1997                     /s/Michael Pate,
Date                               Michael Pate, Director

March 18, 1997                     /s/Martin R. Pihl,
Date                               Michael Pate, Director









                                     -17-
<PAGE> 18

March 18, 1997                     /s/Edward F. Randolph
Date                               Edward F. Randolph, Director

March 18, 1997                     /s/Major General John Schaeffer
Date                               Major General John Schaefer(Ret.)

Director

March 18, 1997                     /s/Michael K. Snowden
Date                               Michael K. Snowden, Director

March 18, 1997                     /s/George S. Suddock
Date                               George S. Suddock, Director

March 18, 1997                     /s/Richard A. Wien
Date                               Richard A. Wien, Director






















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