SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-K A/1

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the fiscal year ended December 31, 1997

                                      or

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                       COMMISSION FILE NUMBER:  1-7377.

             EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER:

                            BANKAMERICA CORPORATION

                    STATE OF INCORPORATION OR ORGANIZATION:
                                   Delaware.

             ADDRESS AND TELEPHONE OF PRINCIPAL EXECUTIVE OFFICES:

                            Bank of America Center
                        San Francisco, California 94104
                                 415-622-3530.

                           I.R.S. EMPLOYER I.D. NO.:
                                  94-1681731.

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

New York, Chicago, and Pacific Stock Exchanges: Common Stock, Par Value $1.5625
and Preferred Share Purchase Rights New York Stock Exchange:

     Cumulative Adjustable Preferred Stock, Series A
     Cumulative Adjustable Preferred Stock, Series B


          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                     None

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
                                    ------    ------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]

The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the closing price on the consolidated
transaction reporting system on January 31, 1998, was in excess of $48.6
billion.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of January 31, 1998.

          Common Stock, $1.5625 par value ------ 685,258,124 shares 
                       outstanding on January 31, 1998.*

            *In addition, 89,439,396 shares were held in treasury.

    DOCUMENTS INCORPORATED BY REFERENCE AND PARTS OF FORM 10-K INTO WHICH 
                                 INCORPORATED:
                                        
              Portions of the Annual Report to Shareholders for 
              the Year Ended December 31, 1997 Parts I, II, & IV
             Portions of the Proxy Statement for the May 21, 1998 
                    Annual Meeting of Shareholders Part III

<PAGE>
 
PART I

================================================================================
Items 1. and 2.  Business and Properties
--------------------------------------------------------------------------------

General             BankAmerica Corporation (the Parent) is a bank holding
                    company that was incorporated on October 7, 1968 under the
                    laws of the state of Delaware and is registered under the
                    Bank Holding Company Act of 1956, as amended.  BankAmerica
                    Corporation and its subsidiaries (BAC) is the second largest
                    bank holding company in the United States based upon total
                    market capitalization of $50.2 billion at December 31, 1997.

                    During 1997, BAC combined several interstate affiliate banks
                    into Bank of America NT&SA (the Bank), a subsidiary of BAC.
                    In 1997, Bank of America (BofA) Alaska, N.A., BofA Arizona,
                    BofA Nevada, BofA New Mexico, N.A., BofA NW, National
                    Association (formerly Seattle-First National Bank), BofA
                    Illinois, and BofA Trust Company of Florida, N.A. were
                    merged into the Bank.  Additional information related to the
                    merger of the interstate banks into the Bank is incorporated
                    by reference from page 23 of the 1997 Annual Report to
                    Shareholders.

                    During 1997, BAC completed the acquisition of Robertson,
                    Stephens & Company Group, L.L.C., an investment banking and
                    investment management firm, and established a relationship
                    with D.E. Shaw & Co., Inc., a private investment banking
                    company.  Also during 1997, BAC completed the sale of its
                    consumer finance subsidiary, Security Pacific Financial
                    Services Inc., and the sales of certain rural Texas branches
                    and its branch system in Hawaii.  Furthermore, BAC announced
                    decisions to exit Midwest retail facilities and to sell its
                    manufactured housing business.

                    The Parent's largest subsidiary, based on total assets at
                    year-end 1997, was the Bank. The Bank was founded by A. P.
                    Giannini in San Francisco, California, and began business as
                    Bank of Italy on October 17, 1904, offering banking services
                    to individuals and small businesses in the community. It
                    adopted its present name on November 1, 1930 and became a
                    subsidiary of the Parent on April 1, 1969.

                    At December 31, 1997, the Parent's other bank subsidiaries
                    included BofA Community Development Bank, which has a state
                    charter, BofA Texas, N.A., a national bank, and BofA FSB
                    (FSB), a federal savings bank.  In addition, BofA National
                    Association, which holds a national charter, offers credit
                    card services, primarily to individuals, throughout the
                    United States.

                                                                               1

<PAGE>
 
 
================================================================================
                    OPERATIONS
                    ------------------------------------------------------------

                    The Parent, through its network of subsidiaries, provides
                    banking and other financial services throughout the United
                    States and in selected international markets to consumers
                    and business customers, including corporations, governments,
                    and other institutions.

                    In providing financial products to consumers, BAC offers
                    retail deposit, credit card, home mortgage, manufactured
                    housing and auto loan financing, and various other consumer
                    finance products.  It provides a range of deposit and loan
                    products to individuals and small businesses through about
                    1,800 full-service branches, close to 7,700 ATMs, and
                    telephone and other delivery channels.  In California, BAC's
                    largest market, the Bank operated approximately 970 branches
                    at December 31, 1997.

                    As a global financial intermediary, BAC provides capital-
                    raising services, trade finance, cash management, investment
                    banking, capital markets and credit products, and financial
                    advisory services to large public- and private-sector
                    institutions that are part of the global economy.

                    The range of financial products and services available to
                    consumers and large institutions is also provided to middle
                    market customers (companies with annual revenues between $5
                    million and $500 million) primarily in the West and the
                    Midwest.

                    BAC also provides credit and other financial services to a
                    variety of real estate market segments, including
                    developers, investors, pension fund advisors, real estate
                    investment trusts, and property managers.

                    Furthermore, BAC provides a range of services to individuals
                    and institutions with sophisticated financial planning and
                    management needs.  The range of capabilities include
                    institutional investment management supporting BAC's
                    corporate and commercial banking relationships, private
                    banking, investment management, brokerage, and trust
                    services for high-net-worth clients world-wide.

                    Additional information about BAC and its operations is
                    incorporated by reference from pages 29 through 31, Note 2
                    on page 65, and Note 31 on page 91 of the 1997 Annual Report
                    to Shareholders.


                    PROPERTIES
                    ------------------------------------------------------------

                    BAC's principal offices are located at 555 California Street
                    in San Francisco, California.

                    At December 31, 1997, BAC owned approximately one half of
                    its properties.  The remaining facilities were leased.

2

<PAGE>
 
 
<TABLE> 
<CAPTION> 
====================================================================================================================================

DISTRIBUTION OF ASSETS, LIABILITIES, AND STOCKHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL

AVERAGE BALANCES, INTEREST, AND AVERAGE RATES
------------------------------------------------------------------------------------------------------------------------------

                                                                                       YEAR ENDED DECEMBER 31, 1997        
                                                                               ---------------------------------------------
(DOLLAR AMOUNTS IN MILLIONS)                                                   BALANCE/a/          INTEREST/b/         RATE/b/    
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                 <C>                 <C>  
ASSETS                                                         
Interest-bearing deposits in banks                                              $  6,197            $   415              6.70%  
Federal funds sold                                                                   746                 41              5.54   
Securities purchased under resale agreements                                      10,032                776              7.73   
Trading account assets                                                            15,538              1,236              7.96   
Available-for-sale securities/c/,/d/                                              11,934                839              7.03   
Held-to-maturity securities/d/                                                     3,850                294              7.63    
Domestic loans:                                                                                                         
  Consumer--residential first mortgages                                           35,260              2,601              7.38    
  Consumer--residential junior mortgages                                          14,898              1,261              8.46    
  Consumer--credit card                                                            7,787              1,133             14.56    
  Other consumer                                                                  20,416              1,958              9.59    
  Commercial and industrial                                                       34,280              2,725              7.95    
  Commercial loans secured by real estate                                         12,653              1,130              8.93    
  Financial institutions                                                           3,175                168              5.30    
  Lease financing                                                                  2,747                157              5.70    
  Loans for purchasing or carrying securities                                      1,945                147              7.55    
  Construction and development loans secured by real estate                        2,269                292             12.88/e/ 
  Agricultural                                                                     1,656                144              8.70    
  Other                                                                            1,511                 93              6.17     
                                                                                --------            -------
    Total domestic loans                                                         138,597             11,809              8.52
Foreign loans                                                                     27,429              2,073              7.56
                                                                                --------            -------              
    Total loans/c/                                                               166,026             13,882              8.36 
                                                                                --------            -------              
    Total earning assets                                                         214,323            $17,483              8.16   
Nonearning assets                                                                 45,010            =======
Less:  Allowance for credit losses                                                 3,532    
                                                                                --------
        TOTAL ASSETS/f/                                                         $255,801 
                                                                                ========
                                                               
                                                               
LIABILITIES AND STOCKHOLDERS' EQUITY                           
                                                               
Domestic interest-bearing deposits:                            
  Transaction                                                                   $  5,657            $    89              1.57%
  Savings                                                                         11,757                242              2.06
  Money market                                                                    39,918              1,111              2.78
  Time                                                                            30,419              1,674              5.50
                                                                                --------            -------              
    Total domestic interest-bearing deposits                                      87,751              3,116              3.55     
Foreign interest-bearing deposits:                                                                                       
  Banks located in foreign countries                                              13,156                794              6.04
  Governments and official institutions                                           10,802                590              5.47
  Time, savings, and other                                                        21,260              1,293              6.08     
                                                                                --------            -------              
    Total foreign interest-bearing deposits                                       45,218              2,677              5.92     
                                                                                --------            -------
    Total interest-bearing deposits                                              132,969              5,793              4.36 
Federal funds purchased                                                            1,176                 64              5.43 
Securities sold under repurchase agreements                                       11,583                810              6.99 
Other short-term borrowings                                                       17,911              1,099              6.13 
Long-term debt                                                                    14,665              1,022              6.97 
                                                                                --------            -------              
    Total interest-bearing liabilities                                           178,304            $ 8,788              4.93   
Domestic noninterest-bearing deposits                                             34,655            =======
Foreign noninterest-bearing deposits                                               1,643   
Other noninterest-bearing liabilities                                             19,344 
                                                                                --------
    Total liabilities/f/                                                         233,946
Trust preferred securities/g/                                                      1,857  
Stockholders' equity                                                              19,998 
                                                                                --------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $255,801    
                                                                                ========
Interest income as a percentage of average earning assets                                                                8.16%
Interest expense as a percentage of average earning assets                                                              (4.10)
                                                                                                                        -----
         NET INTEREST MARGIN                                                                                             4.06% 
                                                                                                                        =====
==============================================================================================================================
<CAPTION> 
------------------------------------------------------------------------------------------------------------------------------------

                                                                                        YEAR ENDED DECEMBER 31, 1996     
                                                                               -------------------------------------------------
                                                                               BALANCE/a/          INTEREST/b/         Rate/b/ 
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                 <C>                 <C>  
ASSETS                                                      
Interest-bearing deposits in banks                                              $  5,717            $   453              7.93% 
Federal funds sold                                                                   533                 29              5.41 
Securities purchased under resale agreements                                      10,334                653              6.32 
Trading account assets                                                            12,541              1,004              8.01 
Available-for-sale securities/c/,/d/                                              11,383                848              7.45  
Held-to-maturity securities/d/                                                     4,347                322              7.42 
Domestic loans:                                             
  Consumer--residential first mortgages                                           37,572              2,806              7.47 
  Consumer--residential junior mortgages                                          14,264              1,225              8.59
  Consumer--credit card                                                            8,837              1,284             14.53
  Other consumer                                                                  17,465              1,720              9.85
  Commercial and industrial                                                       32,944              2,581              7.83
  Commercial loans secured by real estate                                         11,508              1,018              8.84
  Financial institutions                                                           2,815                124              4.40
  Lease financing                                                                  2,127                147              6.92
  Loans for purchasing or carrying securities                                      1,270                 86              6.78
  Construction and development loans secured by real estate                        2,816                301             10.69
  Agricultural                                                                     1,570                137              8.70
  Other                                                                            1,176                 75              6.39
                                                                                --------            -------                  
    Total domestic loans                                                         134,364             11,504              8.56 
Foreign loans                                                                     24,087              1,863              7.73 
                                                                                --------            -------                  
    TOTAL LOANS/c/                                                               158,451             13,367              8.44 
                                                                                --------            -------                  
    Total earning assets                                                         203,306            $16,676              8.20 
Nonearning assets                                                                 42,060            =======
Less:  Allowance for credit losses                                                 3,524   
                                                                                --------
        TOTAL ASSETS/f/                                                         $241,842        
                                                                                ========
                                                                                       
                                                                                       
LIABILITIES AND STOCKHOLDERS' EQUITY                                                   
                                                                                       
Domestic interest-bearing deposits:                                                    
  Transaction                                                                   $ 12,205            $   149              1.22% 
  Savings                                                                         12,872                263              2.05 
  Money market                                                                    28,772                905              3.14  
  Time                                                                            30,132              1,545              5.13  
                                                                                --------            -------
    Total domestic interest-bearing deposits                                      83,981              2,862              3.41  
Foreign interest-bearing deposits:                                                                                             
  Banks located in foreign countries                                              12,957                763              5.89  
  Governments and official institutions                                            9,579                502              5.23 
  Time, savings, and other                                                        19,058              1,232              6.47  
                                                                                --------            -------
    Total foreign interest-bearing deposits                                       41,594              2,497              6.00  
                                                                                --------            -------
    Total interest-bearing deposits                                              125,575              5,359              4.27  
Federal funds purchased                                                            1,492                 79              5.29 
Securities sold under repurchase agreements                                       11,702                695              5.94  
Other short-term borrowings                                                       14,448                883              6.11  
Long-term debt                                                                    15,396              1,056              6.86  
                                                                                --------            -------
    Total interest-bearing liabilities                                           168,613            $ 8,072              4.79  
Domestic noninterest-bearing deposits                                             34,415            =======
Foreign noninterest-bearing deposits                                               1,557
Other noninterest-bearing liabilities                                             16,898
                                                                                --------
    Total liabilities/f/                                                         221,483  
Trust preferred securities/g/                                                         90
Stockholders' equity                                                              20,269 
                                                                                --------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $241,842 
                                                                                ========
Interest income as a percentage of average earning assets                                                                8.20%
Interest expense as a percentage of average earning assets                                                              (3.97) 
                                                                                                                        -----
         NET INTEREST MARGIN                                                                                             4.23% 
                                                                                                                        =====
====================================================================================================================================
</TABLE>

/a/  Average balances are obtained from the best available daily, weekly, or
     monthly data.

/b/  Interest income and average rates are presented on a taxable-equivalent
     basis. The taxable-equivalent basis adjustments are based on a marginal tax
     rate of 40 percent.

/c/  Average balances include nonaccrual assets.

/d/  Refer to the table on page 7 for more detail on average balances, interest,
     and average rates on available-for-sale and held-to-maturity securities.

/e/  Rates reflect a higher level of interest recoveries on nonaccrual loans
     during 1997 as compared to the same period in 1996.

                                                                               3

<PAGE>
 
 
<TABLE> 
<CAPTION> 
=======================================================================================================================

DISTRIBUTION OF ASSETS, LIABILITIES, AND STOCKHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL

AVERAGE BALANCES, INTEREST, AND AVERAGE RATES
-----------------------------------------------------------------------------------------------------------------------

                                                                                 YEAR ENDED DECEMBER 31, 1995            
                                                                        -----------------------------------------------  
(DOLLAR AMOUNTS IN MILLIONS)                                            BALANCE/a/         INTEREST/b/         RATE/b/   
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                     <S>                <C>                 <C>       
ASSETS                                                                                                                  
Interest-bearing deposits in banks                                       $  5,853           $   466              7.95%   
Federal funds sold                                                            548                32              5.89    
Securities purchased under resale agreements                                8,823               618              7.00    
Trading account assets                                                      9,106               745              8.18    
Available-for-sale securities/c/,/d/                                        9,768               764              7.83    
Held-to-maturity securities/d/                                              7,192               524              7.29    
Domestic loans:                                                                                                          
  Consumer--residential first mortgages                                    35,407             2,500              7.06    
  Consumer--residential junior mortgages                                   13,832             1,252              9.05    
  Consumer--credit card                                                     8,230             1,230             14.95    
  Other consumer                                                           14,149             1,399              9.89    
  Commercial and industrial                                                30,927             2,619              8.47    
  Commercial loans secured by real estate                                  10,586               957              9.04    
  Financial institutions                                                    2,511               143              5.69    
  Lease financing                                                           1,835               111              6.06    
  Loans for purchasing or carrying securities                               1,303                91              7.02    
  Construction and development loans secured by real estate                 3,367               373             11.07    
  Agricultural                                                              1,619               157              9.67    
  Other                                                                     1,394                91              6.56    
                                                                         --------           -------                      
    Total domestic loans                                                  125,160            10,923              8.73    
Foreign loans                                                              21,754             1,792              8.24    
                                                                         --------           -------                      
    Total loans/c/                                                        146,914            12,715              8.65    
                                                                         --------           -------                      
    Total earning assets                                                  188,204           $15,864              8.43    
Nonearning assets                                                          42,641           =======                      
Less:  Allowance for credit losses                                          3,672                                        
                                                                         --------                                        
        TOTAL ASSETS/f/                                                  $227,173                                        
                                                                         ========                                        
                                                                                                                        
                                                                                                                        
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                    
                                                                                                                        
Domestic interest-bearing deposits:                                                                                     
  Transaction                                                            $ 13,241           $   159              1.20%   
  Savings                                                                  13,550               282              2.08    
  Money market                                                             29,070               870              2.99    
  Time                                                                     30,002             1,471              4.90    
                                                                         --------           -------                      
    Total domestic interest-bearing deposits                               85,863             2,782              3.24    
Foreign interest-bearing deposits:                                                                                       
  Banks located in foreign countries                                       10,245               679              6.63    
  Governments and official institutions                                     6,845               397              5.80    
  Time, savings, and other                                                 16,131             1,065              6.60    
                                                                         --------           -------                      
    Total foreign interest-bearing deposits                                33,221             2,141              6.44    
                                                                         --------           -------                      
    Total interest-bearing deposits                                       119,084             4,923              4.13    
Federal funds purchased                                                     2,222               131              5.89    
Securities sold under repurchase agreements                                 9,110               581              6.38    
Other short-term borrowings                                                 9,301               630              6.77    
Long-term debt                                                             15,761             1,113              7.06    
                                                                         --------           -------                      
    Total interest-bearing liabilities                                    155,478           $ 7,378              4.75    
Domestic noninterest-bearing deposits                                      33,272           =======                      
Foreign noninterest-bearing deposits                                        1,630                                        
Other noninterest-bearing liabilities                                      17,238                                        
                                                                         --------                                        
    Total liabilities/f/                                                  207,618                                        
Trust preferred securities/g/                                                   -                                        
Stockholders' equity                                                       19,555                                        
                                                                         --------                                        
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $227,173                                        
                                                                         ========                                        
Interest income as a percentage of average earning assets                                                        8.43%   
Interest expense as a percentage of average earning assets                                                      (3.92)   
                                                                                                                -----    
         NET INTEREST MARGIN                                                                                     4.51%   
                                                                                                                =====    

===========================================================================================================================
<CAPTION> 
---------------------------------------------------------------------------------------------------------------------------

                                                                                         FOURTH QUARTER 1997                      
                                                                           ------------------------------------------------       
                                                                           BALANCE/a/          INTEREST/b/         RATE/b/        
---------------------------------------------------------------------------------------------------------------------------       
<S>                                                                        <C>                 <C>                 <C>            
ASSETS                                                                                                                            
Interest-bearing deposits in banks                                          $  5,808            $  104               7.09%        
Federal funds sold                                                               726                10               5.49         
Securities purchased under resale agreements                                  11,108               233               8.32         
Trading account assets                                                        16,205               341               8.35         
Available-for-sale securities/c/,/d/                                          12,878               227               7.03         
Held-to-maturity securities/d/                                                 3,621                66               7.26         
Domestic loans:                                                                                                                   
  Consumer--residential first mortgages                                       33,156               606               7.31         
  Consumer--residential junior mortgages                                      14,876               314               8.39          
  Consumer--credit card                                                        6,892               247              14.30          
  Other consumer                                                              20,692               487               9.35          
  Commercial and industrial                                                   35,230               718               8.08          
  Commercial loans secured by real estate                                     12,888               284               8.80          
  Financial institutions                                                       3,388                53               6.28          
  Lease financing                                                              2,767                42               5.92          
  Loans for purchasing or carrying securities                                  2,062                15               2.78/h/       
  Construction and development loans secured by real estate                    2,287                66              11.49          
  Agricultural                                                                 1,715                37               8.59          
  Other                                                                        1,747                26               5.99         
                                                                            --------            ------                            
    Total domestic loans                                                     137,691             2,895               8.37         
Foreign loans                                                                 28,078               536               7.58         
                                                                            --------            ------                            
    TOTAL LOANS/c/                                                           165,769             3,431               8.23         
                                                                            --------            ------                            
    Total earning assets                                                     216,115            $4,412               8.12         
Nonearning assets                                                             45,968            ======                            
Less:  Allowance for credit losses                                             3,495                                              
                                                                            --------                                              
        TOTAL ASSETS/f/                                                     $258,588                                              
                                                                            =========                                             
                                                                                                                                  
                                                                                                                                  
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                              
                                                                                                                                  
Domestic interest-bearing deposits:                                                                                               
  Transaction                                                               $  5,238            $   22               1.68%        
  Savings                                                                     11,201                58               2.07         
  Money market                                                                47,974               295               2.43         
  Time                                                                        31,307               439               5.56         
                                                                            --------            ------                            
    Total domestic interest-bearing deposits                                  95,720               814               3.37         
Foreign interest-bearing deposits:                                                                                                
  Banks located in foreign countries                                          12,920               211               6.48         
  Governments and official institutions                                        9,755               139               5.71         
  Time, savings, and other                                                    21,693               337               6.15         
                                                                            --------            ------                            
    Total foreign interest-bearing deposits                                   44,368               687               6.15         
                                                                            --------            ------                            
    Total interest-bearing deposits                                          140,088             1,501               4.25         
Federal funds purchased                                                        1,494                21               5.54         
Securities sold under repurchase agreements                                   13,195               256               7.69         
Other short-term borrowings                                                   16,431               269               6.50         
Long-term debt                                                                14,152               253               7.09    
                                                                            --------            ------                            
    Total interest-bearing liabilities                                       185,360            $2,300               4.92         
Domestic noninterest-bearing deposits                                         29,750            ======                            
Foreign noninterest-bearing deposits                                           1,465                                              
Other noninterest-bearing liabilities                                         20,366                                              
                                                                            --------                                              
    Total liabilities/f/                                                     236,941                                              
Trust preferred securities/g/                                                  1,873                                              
Stockholders' equity                                                          19,774                                              
                                                                            --------                                              
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $258,588                                              
                                                                            ========                                              
Interest income as a percentage of average earning assets                                                            8.12%        
Interest expense as a percentage of average earning assets                                                          (4.22)        
                                                                                                                    -----         
         NET INTEREST MARGIN                                                                                         3.90%        
                                                                                                                    =====          
===========================================================================================================================
<CAPTION> 
---------------------------------------------------------------------------------------------------------------------------

                                                                                        FOURTH QUARTER 1996                   
                                                                          -------------------------------------------------
                                                                          BALANCE/a/         INTEREST/b/         RATE/b/      
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <S>                <C>                 <C>          
ASSETS                                                                                                                        
Interest-bearing deposits in banks                                         $  5,878           $  145               9.86%      
Federal funds sold                                                              499                7               5.49       
Securities purchased under resale agreements                                  9,077              144               6.30       
Trading account assets                                                       13,393              271               8.05       
Available-for-sale securities/c/,/d/                                         11,763              210               7.12       
Held-to-maturity securities/d/                                                4,160               76               7.34       
Domestic loans:                                                                                                               
  Consumer--residential first mortgages                                      37,291              695               7.46       
  Consumer--residential junior mortgages                                     14,625              312               8.48       
  Consumer--credit card                                                       8,338              296              14.24       
  Other consumer                                                             18,731              457               9.68       
  Commercial and industrial                                                  33,454              669               7.95       
  Commercial loans secured by real estate                                    12,185              269               8.82       
  Financial institutions                                                      2,695               29               4.29       
  Lease financing                                                             2,508               51               8.15       
  Loans for purchasing or carrying securities                                 1,565               28               7.08       
  Construction and development loans secured by real estate                   2,402               61              10.13       
  Agricultural                                                                1,486               32               8.51       
  Other                                                                       1,241               17               5.33       
                                                                           --------           ------                          
    Total domestic loans                                                    136,521            2,916               8.52       
Foreign loans                                                                25,024              475               7.55       
                                                                           --------           ------                          
    TOTAL LOANS/c/                                                          161,545            3,391               8.37       
                                                                           --------           ------                          
    Total earning assets                                                    206,315           $4,244               8.20       
Nonearning assets                                                            42,682           ======                          
Less:  Allowance for credit losses                                            3,520                                           
                                                                           --------                                           
        TOTAL ASSETS/f/                                                    $245,477                                           
                                                                           ========                                           
                                                                                                                              
                                                                                                                              
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                          
                                                                                                                              
Domestic interest-bearing deposits:                                                                                           
  Transaction                                                              $  9,287           $   30               1.32%      
  Savings                                                                    12,479               64               2.04       
  Money market                                                               31,699              243               3.04       
  Time                                                                       30,357              415               5.44       
                                                                           --------           ------                          
    Total domestic interest-bearing deposits                                 83,822              752               3.57       
Foreign interest-bearing deposits:                                                                                            
  Banks located in foreign countries                                         12,318              182               5.87       
  Governments and official institutions                                       9,996              130               5.17       
  Time, savings, and other                                                   19,657              342               6.92       
                                                                           --------           ------                          
    Total foreign interest-bearing deposits                                  41,971              654               6.20       
                                                                           --------           ------                          
    Total interest-bearing deposits                                         125,793            1,406               4.45       
Federal funds purchased                                                       1,553               20               5.22       
Securities sold under repurchase agreements                                  10,457              155               5.90       
Other short-term borrowings                                                  16,453              254               6.14       
Long-term debt                                                               15,790              273               6.88       
                                                                           --------           ------                          
    Total interest-bearing liabilities                                      170,046           $2,108               4.93       
Domestic noninterest-bearing deposits                                        35,585           ======                          
Foreign noninterest-bearing deposits                                          1,435                                           
Other noninterest-bearing liabilities                                        17,429                                           
                                                                           --------                                           
    Total liabilities/f/                                                    224,495                                           
Trust preferred securities/g/                                                   366                                           
Stockholders' equity                                                         20,616                                           
                                                                           --------                                           
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $245,477                                           
                                                                           ========                                           
Interest income as a percentage of average earning assets                                                          8.20%      
Interest expense as a percentage of average earning assets                                                        (4.07)      
                                                                                                                  -----       
         NET INTEREST MARGIN                                                                                       4.13%      
                                                                                                                  =====        
===========================================================================================================================
</TABLE>



/f/  The percentage of average total assets attributable to foreign operations
     for the years ended December 31, 1997, 1996, and 1995 was 21 percent, 20
     percent, and 18 percent, respectively. The percentage of average total
     liabilities attributable to foreign operations for the same periods was 21
     percent, 20 percent, and 19 percent, respectively.

/g/  Trust preferred securities represent corporation obligated mandatorily
     redeemable preferred securities of subsidiary trusts holding solely junior
     subordinated deferrable interest debentures of the corporation. Related
     expenses are included in noninterest expense.

/h/  Rates reflect a decrease in fees during the fourth quarter of 1997 as
     compared to the same period in 1996.

4

<PAGE>
 
 
<TABLE>
<CAPTION>

==================================================================================================================
NET INTEREST INCOME ANALYSIS
------------------------------------------------------------------------------------------------------------------
                                                                     YEAR ENDED DECEMBER 31, 1997 OVER 1996       
                                                                --------------------------------------------------
                                                                             INCREASE (DECREASE)/a/               
                                                                --------------------------------------------------
(IN MILLIONS)                                                   VOLUME                   RATE                NET  
------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                      <C>                 <C>  
INTEREST INCOME/b/                                                                                                
Interest-bearing deposits in banks                               $  36                    $ (74)              $ (38)    
Federal funds sold                                                  11                        1                  12     
Securities purchased under resale agreements                       (20)                     143                 123     
Trading account assets                                             238                       (6)                232     
Available-for-sale securities:                                                                                          
  U.S. Treasury and other government agency securities              (2)                      (3)                 (5)    
  Mortgage-backed securities                                        47                        1                  48     
  Other domestic securities                                          8                       (1)                  7     
  Foreign securities                                               (22)                     (37)                (59)    
                                                                                                              -----     
    Total available-for-sale securities                                                                          (9)    
Held-to-maturity securities:                                                                                            
  U.S. Treasury and other government agency securities              (1)                       -                  (1)    
  Mortgage-backed securities                                       (21)                      (3)                (24)    
  State, county, and municipal securities                           (4)                       -                  (4)    
  Other domestic securities                                         (3)                       -                  (3)     
  Foreign securities                                                (6)                      10                   4     
                                                                                                              -----     
    Total held-to-maturity securities                                                                           (28)    
Domestic loans:                                                                                                         
  Consumer-residential first mortgages                            (171)                     (34)               (205)    
  Consumer-residential junior mortgages                             55                      (19)                 36     
  Consumer-credit card                                            (154)                       3                (151)    
  Other consumer                                                   284                      (46)                238     
  Commercial and industrial                                        105                       39                 144     
  Commercial loans secured by real estate                          102                       10                 112     
  Financial institutions                                            17                       27                  44     
  Lease financing                                                   39                      (29)                 10     
  Loans for purchasing or carrying securities                       50                       11                  61     
  Construction and development loans secured by real estate        (64)                      55                  (9)    
  Agricultural                                                       7                        -                   7     
  Other                                                             21                       (3)                 18     
                                                                                                              -----     
    Total domestic loans                                                                                        305     
Foreign loans                                                      252                      (42)                210     
                                                                                                              -----     
    Total loans                                                                                                 515     
                                                                                                              -----     
        NET INCREASE                                                                                          $ 807     
                                                                                                              =====     
INTEREST EXPENSE                                                                                                        
Domestic interest-bearing deposits:                                                                                     
  Transaction                                                    $ (95)                   $  35               $ (60)    
  Savings                                                          (22)                       1                 (21)    
  Money market                                                     319                     (113)                206     
  Time                                                              15                      114                 129     
                                                                                                              -----     
    Total domestic interest-bearing deposits                                                                    254     
Foreign interest-bearing deposits:                                                                                      
  Banks located in foreign countries                                12                       19                  31     
  Governments and official institutions                             65                       23                  88     
  Time, savings, and other                                         138                      (77)                 61     
                                                                                                              -----     
    Total foreign interest-bearing deposits                                                                     180     
                                                                                                              -----     
    Total interest-bearing deposits                                                                             434     
Federal funds purchased                                            (17)                       2                 (15)    
Securities sold under repurchase agreements                         (7)                     122                 115     
Other short-term borrowings                                        213                        3                 216     
Long-term debt                                                     (51)                      17                 (34)    
                                                                                                              -----     
        NET INCREASE                                                                                          $ 716     
                                                                                                              =====
===================================================================================================================
<CAPTION> 

-------------------------------------------------------------------------------------------------------------------
                                                                         YEAR ENDED DECEMBER 31, 1996 OVER 1995  
                                                                ---------------------------------------------------
                                                                                  INCREASE (DECREASE)/a/  
                                                                ---------------------------------------------------
(IN MILLIONS)                                                   VOLUME                   RATE                NET  
-------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                      <C>                 <C> 
INTEREST INCOME/b/                                          
Interest-bearing deposits in banks                               $ (12)                   $  (1)              $ (13)
Federal funds sold                                                  (1)                      (2)                 (3) 
Securities purchased under resale agreements                        99                      (64)                 35  
Trading account assets                                             275                      (16)                259   
Available-for-sale securities:                                                                                 
  U.S. Treasury and other government agency securities             (15)                       4                 (11)
  Mortgage-backed securities                                        92                       (6)                 86 
  Other domestic securities                                          7                        3                  10 
  Foreign securities                                                38                      (39)                 (1)
                                                                                                              -----
    Total available-for-sale securities                                                                          84  
Held-to-maturity securities:                                                                                   
  U.S. Treasury and other government agency securities             (19)                      (5)                (24)
  Mortgage-backed securities                                      (165)                      19                (146)
  State, county, and municipal securities                           (2)                      (2)                 (4)
  Other domestic securities                                         (5)                      (1)                 (6)
  Foreign securities                                               (14)                      (8)                (22)
                                                                                                              -----
    Total held-to-maturity securities                                                                          (202) 
Domestic loans:                                                                                                
  Consumer-residential first mortgages                             157                      149                 306 
  Consumer-residential junior mortgages                             38                      (65)                (27)      
  Consumer-credit card                                              89                      (35)                 54 
  Other consumer                                                   327                       (6)                321 
  Commercial and industrial                                        166                     (204)                (38)
  Commercial loans secured by real estate                           82                      (21)                 61 
  Financial institutions                                            16                      (35)                (19)
  Lease financing                                                   19                       17                  36 
  Loans for purchasing or carrying securities                       (2)                      (3)                 (5)
  Construction and development loans secured by real estate        (60)                     (12)                (72) 
  Agricultural                                                      (5)                     (15)                (20)   
  Other                                                            (14)                      (2)                (16)
                                                                                                              ----- 
    Total domestic loans                                                                                        581  
Foreign loans                                                      186                     (115)                 71 
                                                                                                              -----
    Total loans                                                                                                 652  
                                                                                                              ----- 
        NET INCREASE                                                                                          $ 812   
                                                                                                              =====
INTEREST EXPENSE
Domestic interest-bearing deposits:                                                                            
  Transaction                                                    $ (13)                   $   3               $ (10)
  Savings                                                          (15)                      (4)                (19)     
  Money market                                                      (9)                      44                  35  
  Time                                                               6                       68                  74   
                                                                                                              -----
    Total domestic interest-bearing deposits                                                                     80       
Foreign interest-bearing deposits:                                                                                        
  Banks located in foreign countries                               166                      (82)                 84       
  Governments and official institutions                            147                      (42)                105          
  Time, savings, and other                                         188                      (21)                167  
                                                                                                              -----
    Total foreign interest-bearing deposits                                                                     356      
                                                                                                              -----
    Total interest-bearing deposits                                                                             436  
Federal funds purchased                                            (40)                     (12)                (52) 
Securities sold under repurchase agreements                        156                      (42)                114       
Other short-term borrowings                                        319                      (66)                253  
Long-term debt                                                     (27)                     (30)                (57)  
                                                                                                              -----  
        NET INCREASE                                                                                          $ 694  
                                                                                                              =====
===================================================================================================================
</TABLE>

/a/  Changes that are the result of a joint volume and rate fluctuation are
     allocated in proportion to the volume and rate changes

/b/  Interest income is presented on a taxable-equivalent basis. The taxable-
     equivalent basis adjustments are based on a marginal tax rate of 40
     percent.

                                                                               5

<PAGE>
 
 
<TABLE> 
<CAPTION> 
====================================================================================================================================

AVAILABLE-FOR-SALE AND HELD-TO-MATURITY SECURITIES-AVERAGE BALANCES, INTEREST, AND AVERAGE RATES
------------------------------------------------------------------------------------------------------------------------------------

                                           YEAR ENDED DECEMBER 31, 1997                             YEAR ENDED DECEMBER 31, 1996
                                  ------------------------------------------------------         -----------------------------------

                                                                                   RATE                               
                                                                RATE           BASED ON                               
                                                                BASED ON       AMORTIZED                              
(DOLLAR AMOUNTS IN MILLIONS)      BALANCE/a/     INTEREST/b/    FAIR VALUE/b/      COST/b/         BALANCE/a/     INTEREST/b/  
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>            <C>            <C>            <C>                 <C>            <C>  
AVAILABLE-FOR-SALE SECURITIES
U.S. Treasury and other      
  government agency           
  securities                       $ 1,418        $ 92           6.51%          6.48%               $ 1,440        $ 97
Mortgage-backed securities           7,000         479           6.85           6.88                  6,305         431 
Other domestic securities              911          51           5.56           6.21                    786          44 
Foreign securities                   2,605/c/      217           8.31/d/        8.05/d/               2,852/c/      276
-----------------------------------------------------------------------------------------------------------------------
                                   $11,934        $839           7.03%          7.05%               $11,383        $848
-----------------------------------====================================================================================

<CAPTION>

                                    YEAR ENDED DECEMBER 31, 1996                       YEAR ENDED DECEMBER 31, 1995
                                  --------------------------------        -------------------------------------------------------
                                                          RATE                                                             RATE
                                     RATE             BASED ON                                              RATE       BASED ON
                                  BASED ON            AMORTIZED                                         BASED ON       AMORTIZED  
(DOLLAR AMOUNTS IN MILLIONS)      FAIR VALUE/b/           COST/b/         BALANCE/a/     INTEREST/b/    FAIR VALUE/b/   COST/b/
---------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                 <C>            <C>            <C>            <C>  
AVAILABLE-FOR-SALE SECURITIES
U.S. Treasury and other      
  government agency           
  securities                       6.72%               6.70%               $1,659         $108            6.49%          6.45%
Mortgage-backed securities         6.83                6.82                 4,962          344            6.94           6.89
Other domestic securities          5.64                6.61                   660           34            5.22           5.84
Foreign securities                 9.69/d/             9.19/d/              2,487/c/       278           11.17/d/       10.10/d/
-----------------------------------------------------------------------------------------------------------------------------
                                   7.45%               7.42%               $9,768         $764            7.83%          7.64%
-----------------------------------========================================================================================== 

<CAPTION> 
                                            YEAR ENDED DECEMBER 31, 1997            YEAR ENDED DECEMBER 31, 1996
                                       -------------------------------------   ---------------------------------------
(DOLLAR AMOUNTS IN MILLIONS)           BALANCE/a/     INTEREST/b/    RATE/b/   BALANCE/a/     INTEREST/b/     RATE/b/  
----------------------------------------------------------------------------------------------------------------------
<S>                                    <C>            <C>            <C>       <C>            <C>            <C> 
HELD-TO-MATURITY SECURITIES        
U.S. Treasury and other government 
 agency securities                      $   11         $  1           5.18%     $   33          $  2          4.95%   
Mortgage-backed securities               2,022          151           7.47       2,308           175          7.60    
State, county, and municipal                                                                                          
 securities                                353           27           7.66         416            31          7.57    
Other domestic securities                   54            4           6.86          99             7          7.28    
Foreign securities                       1,410          111           7.89       1,491           107          7.15    
------------------------------------------------------------------------------------------------------------------    
                                        $3,850         $294           7.63%     $4,347          $322          7.42%   
----------------------------------------==========================================================================

<CAPTION>  
                                                           YEAR ENDED DECEMBER 31, 1995  
                                                      -------------------------------------
(DOLLAR AMOUNTS IN MILLIONS)                          BALANCE/a/     INTEREST/b/    RATE/b/ 
-------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>            <C> 
HELD-TO-MATURITY SECURITIES                 
U.S. Treasury and other government
 agency securities                                     $  388         $ 26            6.72%
Mortgage-backed securities                              4,490          321            7.15
State, county, and municipal                                                                 
 securities                                               445           35            7.89
Other domestic securities                                 178           13            7.62
Foreign securities                                      1,691          129            7.62
------------------------------------------------------------------------------------------
                                                       $7,192         $524            7.29%
-------------------------------------------------------===================================

<CAPTION> 
                                                   FOURTH QUARTER 1997                   
                                  ------------------------------------------------------- 
                                                                                   RATE     
                                                                    RATE       BASED ON     
                                                                BASED ON       AMORTIZED    
(DOLLAR AMOUNTS IN MILLIONS)      BALANCE/a/     INTEREST/b/    FAIR VALUE/b/    COST/b/        
----------------------------------------------------------------------------------------- 
<S>                               <C>            <C>           <C>             <C>        
AVAILABLE-FOR-SALE SECURITIES   
U.S. Treasury and other         
 government agency securities      $ 1,420         $ 22            6.24%           6.34%               
Mortgage-backed securities           7,685          132            6.86            6.97                
Other domestic securities              973           13            5.27            5.92                
Foreign securities                   2,800/c/        60            8.51            8.39                
---------------------------------------------------------------------------------------                
                                   $12,878         $227            7.03%           7.81%               
-----------------------------------==================================================== 

<CAPTION> 
                                                   FOURTH QUARTER 1996
                                  ------------------------------------------------------
                                                                                   RATE   
                                                                    RATE       BASED ON   
                                                                BASED ON       AMORTIZED  
(DOLLAR AMOUNTS IN MILLIONS)      BALANCE/a/     INTEREST/b/    FAIR VALUE/b/    COST/b/  
---------------------------------------------------------------------------------------- 
<S>                               <C>            <C>           <C>             <C>        
AVAILABLE-FOR-SALE SECURITIES  
U.S. Treasury and other        
 government agency securities      $ 1,346        $ 23             6.74%           6.72%
Mortgage-backed securities           6,566         113             6.87            6.90 
Other domestic securities              926          12             5.44            6.43 
Foreign securities                   2,925/c/       62             8.38            8.06 
---------------------------------------------------------------------------------------
                                   $11,763        $210             7.12%           7.15% 
-----------------------------------====================================================

<CAPTION> 
                                                               FOURTH QUARTER 1997                     FOURTH QUARTER 1996
                                                      -------------------------------------   --------------------------------------

(DOLLAR AMOUNTS IN MILLIONS)                          BALANCE/a/     INTEREST/b/    RATE/b/   BALANCE/a/     INTEREST/b/    RATE/b/
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>            <C>       <C>            <C>            <C> 
HELD-TO-MATURITY SECURITIES
U.S. Treasury and other government agency securities   $    8            $ -         3.13%     $   19             $ -        5.51% 
Mortgage-backed securities                              1,911             36         7.48       2,190              42        7.60  
State, county, and municipal securities                   310              6         7.79         401               7        7.55  
Other domestic securities                                  54              1         6.87          58               1        7.12  
Foreign securities                                      1,338             23         6.85       1,492              26        6.93
---------------------------------------------------------------------------------------------------------------------------------
                                                       $3,621            $66         7.26%     $4,160             $76        7.34%
-------------------------------------------------------==========================================================================
</TABLE>

 /a/  Average balances are obtained from the best available daily, weekly, or
      monthly data.

 /b/  Interest income and average rates are presented on a taxable-equivalent
      basis. The taxable-equivalent adjustments are based on a marginal tax rate
      of 40 percent.

 /c/  Average balances include nonaccrual assets.

 /d/  Rates reflect interest received on nonaccrual debt-restructuring par
      bonds.
               
6

<PAGE>
 
 
<TABLE> 
<CAPTION> 
====================================================================================================================================

AVAILABLE-FOR-SALE AND HELD-TO-MATURITY SECURITIES
 
CARRYING VALUE AND YIELD BY CONTRACTUAL MATURITY DATE
====================================================================================================================================

                                                               AVAILABLE-FOR-SALE SECURITIES       HELD-TO-MATURITY SECURITIES
                                                               -----------------------------       ---------------------------
                                                                     DECEMBER 31, 1997/a/               DECEMBER 31, 1997
                                                               -----------------------------       ---------------------------
(DOLLAR AMOUNTS IN MILLIONS)                                     AMOUNT                YIELD/b/    AMOUNT              YIELD/b/
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                    <C>         <C>                 <C>
DUE IN ONE YEAR OR LESS
U.S. Treasury and other government agency securities            $    83                 3.56%      $   15               4.98%
Mortgage-backed securities                                            -                    -            -                  -
State, county, and municipal securities                               -                    -           32               5.35
Other securities                                                  1,206                 7.83          248               7.20
                                                                -------                            ------
                                                                  1,289                 7.55          295               6.89

DUE AFTER ONE YEAR THROUGH FIVE YEARS
U.S. Treasury and other government agency securities                292                 6.29            -                  -
Mortgage-backed securities                                            6                 8.00           63               7.90
State, county, and municipal securities                               -                    -           94               5.49
Other securities                                                    415                 6.71          128               8.01
                                                                -------                            ------
                                                                    713                 6.55          285               7.16

DUE AFTER FIVE YEARS THROUGH TEN YEARS
U.S. Treasury and other government agency securities                945                 6.07            -                  -
Mortgage-backed securities                                          986                 6.94          696               7.63
State, county, and municipal securities                               2                 5.51           88               5.61
Other securities                                                    124                 7.04           46               9.37
                                                                -------                            ------
                                                                  2,057                 6.54          830               7.51

DUE AFTER TEN YEARS
U.S. Treasury and other government agency securities                146                 8.83            1               4.47
Mortgage-backed securities                                        6,515                 7.13        1,118               7.47
State, county, and municipal securities                               1                 5.05          117               5.34
Other securities                                                  1,631                 5.94        1,021               4.00
                                                                -------                            ------
                                                                  8,293                 6.92        2,257               5.79
                                                                -------                            ------
                                                                $12,352                            $3,667
                                                                =======                            ======

==================================================================================================================================
</TABLE> 
/a/ These amounts exclude equity securities, which have no contractual
    maturities.
/b/ Yields on tax-exempt securities have not been computed on a taxable-
    equivalent basis.
<TABLE> 
<CAPTION> 
CARRYING VALUE BY INVESTMENT CATEGORY
==================================================================================================================================

                                                                                                   DECEMBER 31,
                                                                                  ------------------------------------------------  
(DOLLAR AMOUNTS IN MILLIONS)                                                         1997             1996             1995
---------------------------------------------------------------------------------------------------------------------------------- 
<S>                                                                               <C>              <C>             <C> 
AVAILABLE-FOR-SALE SECURITIES 
U.S. Treasury and other government agency securities                              $ 1,466          $ 1,494         $  1,810
Mortgage-backed securities                                                          7,507            6,622            6,749
State, county, and municipal securities                                                 3                2                7
Other securities                                                                    3,376            3,698            3,180
                                                                                  -------          -------         --------     
                                                                                  $12,352          $11,816         $ 11,746
                                                                                  =======          =======         ======== 
HELD-TO-MATURITY SECURITIES    
U.S. Treasury and other government agency securities                              $    16          $    19         $     66
Mortgage-backed securities                                                          1,877            2,163            2,481
State, county, and municipal securities                                               331              423              467
Other securities                                                                    1,443            1,533            1,642
                                                                                  -------          -------         --------     
                                                                                  $ 3,667          $ 4,138         $  4,656
                                                                                  =======          =======         ======== 
</TABLE> 
Additional information on the securities portfolios is incorporated by reference
from page 60 of Note 1 and pages 66 and 67 of Note 7 of the 1997 Annual Report
to Shareholders.




                                                                               7

<PAGE>
 
 
================================================================================


LOAN PORTFOLIO          LOAN OUTSTANDINGS BY TYPE
                        ========================================================
                        Information on loan outstandings by type is incorporated
                        by reference from page 34 of the 1997 Annual Report to
                        Shareholders.

<TABLE> 
<CAPTION> 
                        MATURITY DISTRIBUTION AND INTEREST RATE CHARACTERISTICS OF CERTAIN TYPES OF LOANS
                        ======================================================================================================

                                                                               REMAINING MATURITIES AS OF DECEMBER 31, 1997
                        ------------------------------------------------------------------------------------------------------
                                                                                         DUE AFTER ONE
                                                                             DUE IN ONE   YEAR THROUGH   DUE AFTER  
                        (IN MILLIONS)                                      YEAR OR LESS     FIVE YEARS  FIVE YEARS       TOTAL     
                        ------------------------------------------------------------------------------------------------------
                        <S>                                                <C>            <C>           <C>          <C> 
                        MATURITY DISTRIBUTION OF LOANS
                        Domestic commercial loans:
                          Secured by real estate                                $   692        $ 3,359     $ 8,846     $12,897
                          Construction and development secured by                                          
                            real estate                                           1,219            787         200       2,206
                          Commercial and industrial, financial institutions,                               
                            and agricultural                                     31,022          8,955       1,934      41,911
                          Foreign loans                                          19,005          4,837       4,690      28,532
                       -------------------------------------------------------------------------------------------------------
                                                                                                          
                                                                                $51,938        $17,938     $15,670     $85,546
                       ---------------------------------------------------------==============================================
                                                                                                          
                       LOANS DUE AFTER ONE YEAR                                                           
                       Predetermined interest rates                                            $ 4,272     $ 5,435     $ 9,707
                       Floating or adjustable interest rates                                    13,666      10,235      23,901
                       -------------------------------------------------------------------------------------------------------
                                                                                               $17,938     $15,670     $33,608
                       ------------------------------------------------------------------------===============================
</TABLE> 

                        Principal repayments of loans are reported in the table
                        above in the maturity category in which remaining
                        payments are due under the contractual terms of the
                        loan. Certain loan agreements provide rollover options
                        that may extend the contractual maturity of these loans.
                        However, these extensions are not reflected in the table
                        above until such time as the option is exercised.

                        Information concerning recent international
                        developments, cross-border outstandings exceeding one
                        percent of total assets, and regional foreign exposure,
                        along with a discussion of the risks, including credit
                        risk, inherent in BAC's foreign operations are
                        incorporated by reference from pages 35 through 37,
                        pages 44 through 45, and Note 8 on page 67 of the 1997
                        Annual Report to Shareholders.

8


<PAGE>
 
 

================================================================================

                 OFF-BALANCE-SHEET CREDIT-RELATED FINANCIAL INSTRUMENTS
                 ===============================================================

                 Information on off-balance-sheet credit-related financial
                 instruments is incorporated by reference from page 43 and pages
                 80 and 81 of Note 25 of the 1997 Annual Report to Shareholders.


                 NONPERFORMING ASSETS
                 ===============================================================

                 Information on nonperforming assets is incorporated by
                 reference from pages 41 and 42 of the 1997 Annual Report to
                 Shareholders.
<TABLE> 
<CAPTION> 
                 INTEREST INCOME FOREGONE ON NONACCRUAL ASSETS
                 =============================================================================================

                                                                                                    YEAR ENDED
                 (IN MILLIONS)                                                                DECEMBER 31,1997
                 ---------------------------------------------------------------------------------------------
                 <S>                                                                                 <C> 
                 DOMESTIC

                 Interest income that would have been recognized had the assets performed in
                   accordance with their original terms                                                   $178
                 Less: Interest income included in the results of operations                                66
                 ---------------------------------------------------------------------------------------------
                   Domestic interest income foregone                                                       112

                 FOREIGN
                 Interest income that would have been recognized had the assets performed in
                   accordance with their original terms                                                     21
                 Less: Interest income included in the results of operations                                 4
                 ---------------------------------------------------------------------------------------------
                   Foreign interest income foregone                                                         17
                 ---------------------------------------------------------------------------------------------
                                                                                                          $129
                 -----------------------------------------------------------------------------------------====
</TABLE> 

                 Information on nonaccrual loan accounting policies and interest
                 income foregone on restructured loans is incorporated by
                 reference from pages 60 and 61 of Note 1, and Notes 8 and 9 on
                 pages 67 and 68 of the 1997 Annual Report to Shareholders.

                                                                               9

<PAGE>
 
 
================================================================================

<TABLE>
<CAPTION>

                    RESTRUCTURED LOANS
                    ===================================================================================================== 
                     
                                                                                          YEAR ENDED DECEMBER 31
                                                                        -------------------------------------------------
                    (IN MILLIONS)                                       1997        1996       1995        1994      1993
                    -----------------------------------------------------------------------------------------------------   
                    <S>                                                 <C>          <C>      <C>         <C>       <C> 
                    DOMESTIC
                    Commercial and industrial                           $  5        $ 25       $ 78        $71       $ 66
                    Commercial loans secured
                        by real estate                                   265         255         18         15         21
                    Lease financing                                        -           -          -          -          1
                    Construction and development
                        loans secured by real estate                       3          16         15          2         10
                    Agricultural                                           1           1          1          7          -
                    -----------------------------------------------------------------------------------------------------     
                                                                         274         297        112         95         98

                    FOREIGN/a/                                             -           5          1          2         36
                    -----------------------------------------------------------------------------------------------------       
                                                                        $274        $302       $113        $97       $134
                    -----------------------------------------------------------------------------------------------------  
                    /a/ Excludes debt restructurings with countries that have experienced liquidity problems of $1.4 
                        billion, $1.6 billion, $1.6 billion, $1.8 billion, and $2.4 billion at December 31, 1997, 1996, 1995, 
                        1994, and 1993, respectively.  Beginning in the first quarter of 1994, the majority of these
                        instruments were classified as either available-for-sale or held-to-maturity securities.  Prior
                        to January 1, 1994, these instruments were classified as loans.  For further information on
                        these restructurings, refer to Note 8 of the Notes to Consolidated Financial Statements on 
                        page 67 of the 1997 Annual Report to Shareholders.


                    Information on other debt restructurings is incorporated by reference from Note 8 on page 67 of the 
                    1997 Annual Report to Shareholders.
 
                    OTHER INTEREST-BEARING ASSETS ON NONACCRUAL STATUS
                    =====================================================================================================        

                    Other interest-bearing assets on nonaccrual status primarily include other assets and accounts 
                    receivable. Information on other interest-bearing assets on nonaccrual status is incorporated by 
                    reference from pages 41 and 42 of the 1997 Annual Report to Shareholders.
</TABLE>

10

<PAGE>
 
 
<TABLE> 
<CAPTION> 
=============================================================================================================================

SUMMARY OF          ANNUAL CREDIT  LOSS EXPERIENCE
CREDIT LOSS         =========================================================================================================
EXPERIENCE          Information on annual credit loss experience is
                    incorporated by reference from pages 38 through
                    40 of the 1997 Annual Report to Shareholders.

                    ALLOWANCE FOR FOREIGN CREDIT LOSSES/a/
                    =========================================================================================================
                                                                                        Year Ended December 31                    
                                                                           --------------------------------------------------      
                            (IN MILLIONS)                                   1997      1996         1995       1994     1993       
                            -------------------------------------------------------------------------------------------------       
                             <S>                                            <C>        <C>          <C>       <C>      <C>        
                            BALANCE, BEGINNING OF YEAR                     $ 425      $428         $391      $ 392    $ 559       
                                                                                                                                  
                            Credit losses                                     66        39           15         42       36       
                            Credit loss recoveries                            27        60           99        124       66       
                            -----------------------------------------------------------------------------------------------       
                              Net credit (losses) recoveries                 (39)       21           84         82       30       
                            Provision for credit losses                      624/b/    (26)         (54)         -        -       
                            Losses on the sale or swap of loans                                                                   
                              to restructuring countries                       -         -            -          -       (3)      
                            Other net additions (deductions)                  (5)        2            7        (13)    (264)/a,c/ 
                            -----------------------------------------------------------------------------------------------       
                                 BALANCE, END OF YEAR                     $1,005      $425         $428      $ 391    $ 322       
                            ==================================================================================================      
                        /a/ The allocations of the allowance for credit losses and the provision for credit losses are used to
                            measure divisional profitability and are based on management's judgment of potential losses in the
                            respective portfolios. This allocation process resulted in reductions in the allowance for foreign
                            credit losses of $166 million in 1993. These reductions primarily related to Latin America. While
                            management has allocated reserves to various portfolio segments for purposes of this table, the
                            allowance is general in nature and is available for the portfolio in its entirety.

                        /b/ The increase in the provision for credit losses was primarily related to the volatile conditions in
                            emerging markets towards the end of 1997.

                        /c/ Includes a $36 million addition related to the consolidation of subsidiaries and operations that were
                            held for disposition at December 31, 1992 and a deduction of $128 million related to the transfer of
                            certain assets net of their related allowance to other assets. This deduction included $88 million of
                            regulatory-related allocated transfer risk reserve.

                            ALLOCATION OF ALLOWANCE FOR CREDIT LOSSES  
                            ====================================================================================================
                                                                              
                            Information on the allocation of the allowance for credit losses by loan type is incorporated by
                            reference on page 39 of the 1997 Annual Report to Shareholders .        

                            -----------------------------------------------------------------------------------------------------
DEPOSITS                    AVERAGE DEPOSIT BALANCES AND AVERAGE RATES
                            =====================================================================================================
                            Average deposit balances, average rates, and average foreign deposit liabilities are shown on pages 4
                            and 5 of this report.         

                            MATURITY DISTIBUTION OF DOMESTIC TIME DEPOSITS OF $100,000 OR MORE
                            =====================================================================================================
</TABLE> 

<TABLE> 
<CAPTION> 
                                                                                     Decemeber 31, 1997                     
                                                                    ------------------------------------------------------------   
                                                                                  TIME CERTIFICATES                   OTHER TIME   
                                                                                         OF DEPOSIT                     DEPOSITS   
                            (IN MILLIONS)                                       OF $100,000 OR MORE          OF $100,000 OR MORE   
                            ---------------------------------------------------------------------------------------------------  
                            TIME REMAINING UNTIL MATURITY                                                                   
                            <S>                                                 <C>                         <C>    
                            Three months or less                                         $   6,747                          $ 61   
                            After three months through six months                            2,164                             -   
                            After six months through twelve months                           1,719                             -   
                            After twelve months                                              1,551                            40   
                            ----------------------------------------------------------------------------------------------------  
                                                                                         $  12,181                          $101   
                            -------------------------------------------------------------=======================================  
</TABLE>

                                                                              11

<PAGE>
 
 
================================================================================

RETURN ON EQUITY    The ratio of average total equity to average total assets, 
AND ASSETS          the rates of return on average total assets and average
                    common and total equity, and the common dividend payout
                    ratios for the years ended December 31, 1997, 1996, and 1995
                    are incorporated by reference from page 21 of the 1997
                    Annual Report to Shareholders.
--------------------------------------------------------------------------------

<TABLE> 
<CAPTION> 
                    ===========================================================================================================
SHORT-TERM                                                                    DECEMBER 31              AVERAGE DURING YEAR     
BORROWINGS                                                           -----------------------------  ---------------------------
                                                          MAXIMUM                        WEIGHTED                                
                                                     OUTSTANDINGS                         AVERAGE                       AVERAGE   
                    (DOLLAR AMOUNTS IN MILLIONS)      DURING YEAR    OUTSTANDINGS   INTEREST RATE   OUTSTANDINGS  INTEREST RATE
                    -----------------------------------------------------------------------------------------------------------
                    <S>                              <C>             <C>            <C>             <C>           <C> 
                    1997
                    Federal funds purchased/a/            $ 3,751         $ 3,751            5.58%       $ 1,176           5.43%    
                    Securities sold under repurchase                                                                             
                      agreements/a/                        15,106          11,159            7.95         11,583           6.99     
                    Other short-term borrowings            20,163          15,702            6.52         17,911           6.13
                    -----------------------------------------------------------------------------------------------------------
 
                    1996                                                         
                    Federal funds purchased/a/            $ 2,740         $ 2,176            5.21%       $ 1,492           5.29%
                    Securities sold under repurchase                                                                        
                      agreements/a/                        15,102           7,644            5.98         11,702           5.94 
                    Other short-term borrowings            17,566          17,566            6.08         14,448           6.11  
                    -----------------------------------------------------------------------------------------------------------
 
                    1995                                                                                     
                    Federal funds purchased/a/            $ 5,160         $ 5,160            5.62%       $ 2,222           5.89%
                    Securities sold under repurchase                                                                        
                      agreements/a/                        10,730           6,383            6.69          9,110           6.38 
                    Other short-term borrowings            10,800           7,627            6.88          9,301           6.77  
                    ===========================================================================================================
</TABLE>

                    /a/  Federal funds purchased and securities sold under
                         repurchase agreements mature either overnight or
                         weekly.

--------------------------------------------------------------------------------

COMPETITION         BAC, both domestically and internationally, operates in
                    intensely competitive environments. Domestically, BAC's
                    competitors include other banks, financial institutions, and
                    nonbanking institutions, such as finance companies, leasing
                    companies, insurance companies, brokerage firms, and
                    investment banking firms.  Internationally, BAC primarily
                    competes with major foreign banks, domestic banks with
                    international operations, other financial institutions, and
                    nonfinancial companies.

                    In recent years, increased competition has also developed
                    from predominantly specialized finance and nonfinance
                    companies that offer wholesale finance, credit card, and
                    other consumer finance services, including on-line banking
                    services and personal finance software.  Competition for
                    deposit and loan products remains strong, from both banking
                    and nonbanking firms, and affects the rates of those
                    products as well as the terms on which they are offered to
                    customers. Mergers between financial institutions have
                    placed additional pressure on banks within the industry to
                    streamline their operations, reduce expenses, and increase
                    revenues to remain competitive.  In addition, competition
                    has intensified due to changes in federal and state
                    interstate banking laws, which permit banking organizations
                    to expand geographically.  Such laws allow banks to merge
                    with other banks across state lines, thereby enabling BAC's
                    competitors to establish or expand banking operations in
                    BAC's most significant markets.

                    Technological innovation continues to contribute to greater
                    competition in domestic and international financial services
                    markets. Technological innovation has, for example, made it
                    possible for nondepository institutions to offer customers
                    automated transfer payment services that previously have
                    been traditional banking products. In addition, customers

12

<PAGE>
 
 
================================================================================

                    now expect a choice of several delivery systems and
                    channels, including telephone, mail, home computer, ATMs,
                    self-service branches, and in-store branches.  In addition
                    to other banks, the sources of competition for such products
                    include savings associations, credit unions, brokerage
                    firms, money market and other mutual funds, asset management
                    groups, finance and insurance companies, and mortgage
                    banking firms.

                    The competitive environment within the United States is
                    significantly impacted by federal and state legislation.
                    Banking laws have had a substantial impact on the structure
                    and competitive dynamics of financial services markets in
                    the United States since, among other things, they limit the
                    types of financial services that both domestic and foreign
                    banks can offer and the geographic boundaries within which
                    they can operate.  (See "Supervision and Regulation" below.)

                    Economic factors, along with legislative and technological
                    changes, will have an ongoing impact on the competitive
                    environment within the financial services industry.  As a
                    major and active participant in financial markets, BAC
                    strives to anticipate and adapt to these changing
                    competitive conditions, but there can be no assurance as to
                    their impact on BAC's future business or results of
                    operations.
--------------------------------------------------------------------------------

SUPERVISION AND     The banking and financial services businesses in which BAC 
REGULATION          engages are highly regulated.  Such regulation is intended,
                    among other things, to protect depositors covered by the
                    Federal Deposit Insurance Corporation (FDIC) and the banking
                    system as a whole.  The laws, regulations, and policies
                    affecting such businesses are continually under review by
                    Congress, state legislatures, and federal and state
                    regulatory agencies.  Changes in the laws, regulations, or
                    policies that affect BAC cannot necessarily be predicted,
                    but they may have a material effect on the business and
                    earnings of BAC.

                    Following is a summary of significant statutes, regulations,
                    and policies that apply to the operation of banking
                    institutions.  This summary is qualified in its entirety by
                    reference to the full text of such statutes, regulations, or
                    policies.

                    A.  GENERAL

                    As a bank holding company, the Parent is subject to
                    regulation under the Bank Holding Company Act (BHCA) of
                    1956, as amended, and is registered as such with, and
                    subject to examination by, the Board of Governors of the
                    Federal Reserve System (FRB). Pursuant to the BHCA, the
                    Parent is prohibited, with certain exceptions, from
                    acquiring direct or indirect ownership or control of more
                    than 5 percent of any class of voting shares of any
                    nonbanking corporation, and may not acquire more than 5
                    percent of the voting shares of any domestic bank without
                    the prior approval of the FRB.  In addition, the Parent may
                    not engage in any business directly or through a nonbanking
                    subsidiary other than managing and controlling banks or
                    furnishing services that the FRB deems to be so closely
                    related to banking as "to be a proper incident thereto."

                    The Parent's subsidiaries are also subject to extensive
                    regulation, supervision, and examination by applicable
                    federal and state regulatory agencies.  The Bank and other
                    national bank subsidiaries are primarily regulated by the
                    Office of the Comptroller of the Currency (OCC).  The state-
                    chartered bank subsidiary of the Parent is primarily
                    regulated by the FDIC and state banking regulator.  FSB is
                    subject to the regulatory authority of the Office of Thrift
                    Supervision (OTS) and the FRB.  Further, all domestic
                    depository institution subsidiaries of BAC that are insured
                    institutions are subject to the authority of the FDIC.  The
                    activities of

                                                                              13

<PAGE>
 
 
================================================================================

                    the Parent's broker/dealers, which include BancAmerica
                    Robertson Stephens and BA Futures, Inc., are subject to
                    rules and regulations promulgated by the Securities and
                    Exchange Commission (SEC), the Commodity Futures Trading
                    Commission, securities industry self regulatory
                    organizations (the New York Stock Exchange, the National
                    Association of Securities Dealers, Inc., and the Municipal
                    Securities Rulemaking Board), the FRB, and various state
                    securities commissions.  Other nonbank subsidiaries of the
                    Parent are regulated under applicable federal and/or state
                    mortgage lending, insurance, consumer, and other laws.

                    B.  DIVIDEND RESTRICTIONS

                    The availability of dividends from the Parent's subsidiaries
                    is limited by various statutes and regulations.  The
                    National Bank Act and other federal laws prohibit the
                    payment of dividends by a national bank under certain
                    circumstances, and limit the amount a national bank can pay
                    without the prior approval of the OCC.  In addition, the
                    state-chartered banking subsidiary is subject to dividend
                    limitations imposed by applicable state and federal laws.
                    FSB is subject to OTS regulatory restrictions on its payment
                    of dividends.  Specific information related to restrictions
                    on funds available to the Parent and its subsidiaries is
                    incorporated by reference from Note 30 on pages 88 through
                    90 of the 1997 Annual Report to Shareholders.

                    C.  REGULATORY CAPITAL STANDARDS AND RELATED MATTERS

                    As a result of the enactment of the Financial Institution
                    Reform, Recovery, and Enforcement Act of 1989 (FIRREA), any
                    insured depository institution owned by the Parent (i.e.,
                    any bank or savings association subsidiary) can be assessed
                    for losses incurred by the FDIC in connection with
                    assistance provided to, or the failure of, any other
                    depository institution owned by the Parent.  FIRREA also
                    established, in part, new regulations that raised capital
                    requirements and standards.  The primary emphasis of the
                    capital standards required by FIRREA is to ensure that
                    financial institutions have sufficient capital to support
                    the risk levels of their assets and off-balance-sheet
                    commitments.  The risk-based capital ratios and the leverage
                    ratio, as required by FIRREA, provide a means to measure
                    financial institutions' compliance with capital standards.

                    During 1991, Congress passed the Federal Deposit Insurance
                    Corporation Improvement Act of 1991 (FDICIA), which focused
                    primarily on tightening the supervision of banks and thrifts
                    and recapitalizing the Bank Insurance Fund (BIF).  Among
                    other things, FDICIA requires federal bank regulatory
                    authorities to take "prompt corrective action" with respect
                    to inadequately capitalized banks. FDICIA established five
                    tiers of capital measurement ranging from "well capitalized"
                    to "critically undercapitalized."  If a bank does not meet
                    any of the minimum capital requirements set by its
                    regulators, FDICIA requires certain responses, such as that
                    the bank submit a plan, guaranteed by its holding company,
                    to restore its capital to adequate levels.  It is BAC's
                    policy to maintain risk-based capital ratios for both the
                    parent and its domestic banking subsidiaries above the "well
                    capitalized" levels, and as of December 31, 1997, BAC and
                    all of its banking subsidiaries met the requirements of a
                    "well capitalized" institution.

                    BAC is also subject to the risk-based capital and leverage
                    guidelines of the FRB, which require that BAC's capital-to-
                    asset ratios meet certain minimum standards.  For a detailed
                    discussion of the FRB guidelines and BAC's risk-based
                    capital and leverage ratios, refer to pages 50 through 53
                    and Note 20 on pages 73 and 74 of the 1997 Annual Report to
                    Shareholders.

14

<PAGE>
 
 
================================================================================

                    As deposits of BAC's subsidiary banks are insured by the BIF
                    administered by the FDIC, such subsidiaries are subject to
                    FDIC insurance assessments.  For purposes of determining
                    insurance premium assessments, the FDIC places each insured
                    bank in one of nine risk categories based on its level of
                    capital and other relevant information (such as supervisory
                    evaluations).  Assessment rates for deposit insurance
                    premiums currently range from zero percent to 0.27 percent,
                    depending on the assessment category into which the insured
                    institution is placed.

                    Deposits of BAC's subsidiary savings association and
                    portions of the deposits of BAC subsidiary banks are insured
                    by the Savings Association Insurance Fund (SAIF)
                    administered by the FDIC.  The portion of the average
                    assessment base that is attributable to the adjusted amount
                    of deposits acquired from savings associations is treated as
                    SAIF deposits and is assessed at the rate applicable to SAIF
                    members in the same risk category.  Those rates effectively
                    range from zero percent to 0.27 percent.

                    Under legislation enacted in 1996, beginning January 1,
                    1997, BIF member institutions will begin sharing the cost of
                    funding Financing Corporation interest payments.  The cost
                    of funding these interest payments will be in the form of an
                    assessment on both BIF and SAIF insured deposits. BIF
                    insured deposit assessment rates will be lower than the SAIF
                    rates.  Actual rates will fluctuate over time depending on
                    the amount of deposits insured by the BIF and SAIF at the
                    time the assessment is made.

                    D.  KEY LEGISLATIVE AND REGULATORY DEVELOPMENTS

                    1.  Interstate Banking

                    The Riegle-Neal Interstate Banking and Branching Efficiency
                    Act, which was enacted in 1994, authorizes bank holding
                    companies to acquire banks in other states, subject to
                    certain deposit concentration limitations. Beginning June 1,
                    1997 and subject to certain deposit concentration and other
                    limitations, banks were authorized to merge with other banks
                    in states that do not "opt out" of the interstate
                    legislation prior to June 1, 1997.  Interstate mergers were
                    permitted to be conducted prior to June 1, 1997 in states
                    that specifically permit such mergers.  The ability to merge
                    with other banks across state lines has enabled BAC to
                    consolidate a number of its affiliate banking operations.
                    However, Texas has "opted out."

                    2.  Pending Legislation and Regulation

                    During 1997, Congress considered reform of the Glass-
                    Steagall Act and the BHCA, which restrict banks' and bank
                    holding companies' ability to engage in certain activities,
                    including the underwriting of and dealing in various
                    securities. If such statutory reform is enacted in the
                    future, it could cause a significant change in the makeup of
                    the financial services industry and affect the ability of
                    BAC to offer a broader range of financial products.

                    As noted above, it is impossible to predict whether or when
                    any such legislation and regulation might be enacted, and
                    there can be no assurance as to the impact of any such
                    legislation on BAC's future business or results of
                    operations.

                                                                              15

<PAGE>
 
 
================================================================================

                    3.  Environmental Regulation

                    Since BAC is not a manufacturer using or a transporter
                    conveying chemicals or toxins that might have an adverse
                    effect on the environment, its primary exposure to
                    environmental law and regulation is through its lending and
                    trust activities.  BAC's lending and trust procedures
                    include controls designed to identify and monitor this
                    exposure in an effort to avoid any significant loss or
                    liability related to environmental regulations.

                    E.  MONETARY AND ECONOMIC POLICIES

                    The operations of bank holding companies and their
                    subsidiaries are affected by the credit and monetary
                    policies of the FRB.  An important function of the FRB is to
                    regulate the national supply of bank credit.  Among the
                    instruments of monetary policy used by the FRB to implement
                    its objectives are open market operations in U.S. Government
                    securities, changes in the discount rate on bank borrowings,
                    and changes in reserve requirements on bank deposits.  These
                    instruments of monetary policy are used in varying
                    combinations to influence the overall level of bank loans,
                    investments and deposits, the interest rates charged on
                    loans and paid for deposits, the price of the dollar in
                    foreign exchange markets, and the level of inflation.  The
                    credit and monetary policies of the FRB have had a
                    significant effect on the operating results of BAC in the
                    past and are expected to continue to do so in the future.

--------------------------------------------------------------------------------

EMPLOYEES           At December 31, 1997, BAC's staff level on a full-time-
                    equivalent basis was approximately 77,000.  BAC had
                    approximately 90,500 employees, both full-time and part-
                    time, at December 31, 1997.



16

<PAGE>

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.

            April 2, 1998                     BANKAMERICA CORPORATION

                                               by  /s/  JOHN J. HIGGINS
                                              --------------------------
                                                   (John J. Higgins
                                                   Executive Vice President 
                                                   and Chief Accounting 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.
<TABLE> 
<CAPTION> 
                               SIGNATURE                                    TITLE
             <S>                                                            <C> 
             Principal Executive Officer and Director:

                     DAVID A. COULTER                                       Chairman of the Board, President
             ----------------------------------------------------           and Chief Executive Officer
                    (David A. Coulter)                 
                                                      
             Principal Financial Officer:

                     MICHAEL E. O'NEILL                                     Vice Chairman and Chief
             ----------------------------------------------------           Financial Officer
                    (Michael E. O'Neill)                                      

             Principal Accounting Officer:

                 /s/ JOHN J. HIGGINS                                        Executive Vice President
             ----------------------------------------------------           and Chief Accounting Officer
                    (John J. Higgins)                                         
</TABLE> 
             Directors:

             JOSEPH F. ALIBRANDI*   Director      WALTER E. MASSEY*     Director
             PETER B. BEDFORD*      Director      JOHN M. RICHMAN*      Director
             RICHARD A. CLARKE*     Director      SANFORD R. ROBERTSON* Director
             TIMM F. CRULL*         Director      RICHARD M. ROSENBERG* Director
             KATHLEEN FELDSTEIN*    Director      A. MICHAEL SPENCE*    Director
             DONALD E. GUINN*       Director      SOLOMON D. TRUJILLO*  Director
             FRANK L. HOPE, JR.*    Director
 
             A majority of the members of the Board of Directors.

             *By    CHERYL A. SOROKIN
              -------------------------------------
              (Cheryl A. Sorokin, Attorney-in-Fact)

Dated: April 2, 1998

17