<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-K
(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, 1996
                                       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

                             Address and telephone
State of incorporation: of principal executive offices: I.R.S. Employer I.D. No:
     Delaware.              Bank of America Center             94-1681731.
                        San Francisco, California 94104
                                 415-622-3530.          
                        

          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:

<TABLE> 

<S>                                    <C>                                    <C> 
Cumulative Adjustable Preferred         9% Cumulative Preferred Stock         Depositary Shares Each Representing a   
  Stock, Series A                         Series H                              One-Twentieth Interest in a Share of: 
Cumulative Adjustable Preferred         8 3/8% Cumulative Preferred Stock,           8.16% Cumulative Preferred Stock,   
  Stock, Series B                         Series K                                     Series L                          
                                                                                     7 7/8% Cumulative Preferred Stock,  
                                                                                       Series M                           
                                                                                     8 1/2% Cumulative Preferred Stock,  
                                                                                       Series N                           

</TABLE> 

          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. [X]

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, 1997, was in excess of $39.5
billion.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of January 31, 1997.
        Common Stock, $1.5625 par value-------354,589,200 shares 
        outstanding on January 31, 1997.*

             *In addition, 32,707,587 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, 1996                                 Parts I, II, & IV

Portions of the Proxy Statement for the May 22, 1997 Annual 
Meeting of Shareholders                                 Part III
<PAGE>
 
FORM 10-K

================================================================================
<TABLE> 

<S>          <C>                                                                           <C> 
Part I       Items 1 and 2. Business and Properties
                      General...........................................................   3
                      Operations........................................................   4
                      Properties........................................................   5
                      Distribution of Assets, Liabilities, and Stockholders' Equity;       
                         Interest Rates and Interest Differential.......................   6
                      Available-for-Sale and Held-to-Maturity Securities................   9
                      Loan Portiflio....................................................  11
                      Summary of Credit Loss Experience.................................  14
                      Deposits..........................................................  14
                      Return on Equity and Assets.......................................  15
                      Short-Term Borrowings.............................................  15
                      Competition.......................................................  15
                      Supervision and Regulation........................................  16
                      Employees.........................................................  19
             Item 3.  Legal Proceedings.................................................  19 
             Item 4.  Submission of Matters to a Vote of Security Holders...............  19

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

Part II      Item 5.  Market for Registrant's Common Equity and Related
                         Stockholder Matters............................................  20
             Item 6.  Selected Financial Data...........................................  20
             Item 7.  Management's Discussion and Analysis of Financial Condition          
                         and Results of Operations......................................  20
                      Forward-Looking Statements........................................  20
             Item 8.  Financial Statements and Supplementary Data.......................  21
             Item 9.  Changes in and Disagreements with Accountants on Accounting          
                         and Financial Disclosure.......................................  21
--------------------------------------------------------------------------------------------

Part III     Item 10. Directors and Executive Officers of the Registrant................  22
             Item 11. Executive Compensation............................................  24
             Item 12. Security Ownership of Certain Beneficial Owners and Management....  24
             Item 13. Certain Relationships and Related Transactions....................  24
--------------------------------------------------------------------------------------------

Part IV      Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K..  25
--------------------------------------------------------------------------------------------

SIGNATURES        ......................................................................  28
</TABLE> 

                                                                               1
<PAGE>
 
                    [This page is left intentionally blank]

2
<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. At December 31,
                   1996, BankAmerica Corporation and its subsidiaries (BAC) was
                   one of the three largest bank holding companies in the United
                   States, based on total assets of $250.8 billion.

                   During 1996, BAC completed the divestiture of its
                   Institutional Trust and Securities Services business.
                   Additional information related to this divestiture is
                   incorporated by reference from pages 22 and 25 of the 1996
                   Annual Report to Shareholders. In addition, during 1996, BAC
                   began the process of combining its interstate banks into Bank
                   of America NT&SA (the Bank), a subsidiary of BAC. During
                   1996, Bank of America Oregon and BankAmerica National Trust
                   Company were merged into the Bank. Additional information
                   related to the merger of the interstate banks into the Bank
                   is incorporated by reference from page 18 of the 1996 Annual
                   Report to Shareholders. Furthermore, as a result of decisions
                   to implement a number of changes in its business activities,
                   BAC recorded a restructuring charge in the fourth quarter of
                   1996. Additional information related to the restructuring
                   charge is incorporated by reference from pages 18 and 26 and
                   from Note 26 on page 81 of the 1996 Annual Report to
                   Shareholders.

                   As part of its efforts to strategically redeploy capital in
                   1996, BAC acquired a portfolio of lease-related financial
                   assets from subsidiaries of Ford Motor Company. In 1996, BAC
                   also completed the initial public offering of a portion of
                   the common stock of BA Merchant Services, Inc., a subsidiary
                   of BAC. Additional information related to the initial public
                   offering of the subsidiary's common stock is incorporated by
                   reference from pages 18 and 25 of the 1996 Annual Report to
                   Shareholders.

                   The Parent's largest subsidiaries, based on total assets at
                   year-end 1996, were the Bank, Bank of America Illinois (BAI),
                   and Bank of America NW, National Association (formerly
                   Seattle-First National Bank) (BANW). 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. BAI,
                   headquartered in Chicago, provides corporate banking, middle
                   market banking, and wealth management services. BANW was the
                   largest bank in Washington State based on total assets at
                   December 31, 1996, and is a major presence in the consumer
                   and commercial banking sectors of the Pacific Northwest. On
                   January 1, 1997, BANW was merged into the Bank. Additional
                   information related to the merger of the interstate banks
                   into the Bank is incorporated by reference from page 18 of
                   the 1996 Annual Report to Shareholders.

                                                                               3
<PAGE>
 
================================================================================

                   At December 31, 1996, the Parent's other bank subsidiaries
                   also included Bank of America Arizona, Bank of America
                   Nevada, and Bank of America Community Development Bank, all
                   of which have state charters; Bank of America Alaska, N.A.,
                   Bank of America New Mexico, N.A., and Bank of America Texas,
                   N.A., which are national banks; Bank of America Trust Company
                   of Florida, National Association, which is a limited purpose
                   national bank; and Bank of America, FSB (FSB), a federal
                   savings bank. On January 1, 1997, Bank of America Arizona,
                   Bank of America Nevada, Bank of America Alaska, N.A., and
                   Bank of America New Mexico, N.A. were merged into the Bank,
                   in addition to BANW. Additional information related to the
                   merger of the interstate banks into the Bank is incorporated
                   by reference from page 18 of the 1996 Annual Report to
                   Shareholders. In addition, Bank of America National
                   Association, which holds a national charter, offers credit
                   card services, primarily to individuals, throughout the
                   United States.

                   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 almost
                   2,000 full-service branches, more than 7,000 ATMs, and
                   telephone and other delivery channels. BAC's consumer banking
                   operations also operate over 150 in-store facilities in the
                   Chicago metropolitan area. In California, BAC's largest
                   market, the Bank operated approximately 1,020 branches at
                   December 31, 1996.

                   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 $250 million) primarily throughout the West and
                   in 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 banking, personal trust
                   and investment services to high-net-worth clients worldwide
                   who require specialized personal services. The services also
                   encompass BAC's investment management, brokerage, and mutual
                   fund activities.

                   Additional information about BAC and its operations is
                   incorporated by reference from pages 19 through 22, Note 2 on
                   page 58, and Note 30 on page 84 of the 1996 Annual Report to
                   Shareholders.

4
<PAGE>
 
================================================================================

                   Properties
                   =============================================================

                   BAC's principal offices are located at 555 California Street 
                   in San Francisco, California.
                   
                   BAI's principal offices are located at 231 South LaSalle
                   Street in Chicago, Illinois.

                   At December 31, 1996, BANW's principal offices were located
                   at 701 Fifth Avenue in Seattle, Washington.

                   At December 31, 1996, BAC owned approximately 30 percent of
                   its properties. The remaining facilities were leased.

                                                                               5
<PAGE>
 
================================================================================

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

AVERAGE BALANCES, INTEREST, AND AVERAGE RATES
================================================================================

<TABLE> 
<CAPTION> 
                                                             Year Ended December 31, 1996          Year Ended December 31, 1995
                                                         -------------------------------------  ------------------------------------
(dollar amounts in millions)                             Balance/a/    Interest/b/     Rate/b/  Balance/a/    Interest/b/   Rate/b/ 
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>            <C>      <C>            <C>           <C> 
ASSETS

Interest-bearing deposits in banks                       $    5,717     $   453         7.93%   $   5,853      $    466      7.95%
Federal funds sold                                              533          29         5.41          548            32      5.89   
Securities purchased under resale agreements                 10,334         653         6.32        8,823           618      7.00   
Trading account assets                                       12,541       1,004         8.01        9,106           745      8.18   
Available-for-sale securities/d/                             11,383/c/      848         7.45        9,768/c/        764      7.83   
Held-to-maturity securities/d/                                4,347         322         7.42        7,192           524      7.29   
Domestic loans:                                                                                                              
 Consumer--residential first mortgages                       37,572       2,806         7.47       35,407         2,500      7.06   
 Consumer--residential junior mortgages                      14,264       1,225         8.59       13,832         1,252      9.05   
 Consumer--credit card                                        8,837       1,284        14.53        8,230         1,230     14.95   
 Other consumer                                              17,465       1,720         9.85       14,149         1,399      9.89   
 Commercial and industrial                                   32,944       2,581         7.83       30,927         2,619      8.47   
 Commercial loans secured by real estate                     11,508       1,018         8.84       10,586           957      9.04   
 Financial institutions                                       2,815         124         4.40        2,511           143      5.69   
 Lease financing                                              2,127         147         6.92        1,835           111      6.06   
 Construction and development loans secured by real estate    2,816         301        10.69        3,367           373     11.07/e/
 Loans for purchasing or carrying securities                  1,270          86         6.78        1,303            91      7.02   
 Agricultural                                                 1,570         137         8.70        1,619           157      9.67   
 Other                                                        1,176          75         6.39        1,394            91      6.56   
                                                           --------     -------                  --------      --------        
  Total domestic loans                                      134,364      11,504         8.56      125,160        10,923      8.73  
Foreign loans                                                24,087       1,863         7.73       21,754         1,792      8.24  
                                                           --------     -------                  --------      --------        
  Total loans/c/                                            158,451      13,367         8.44      146,914        12,715      8.65
                                                           --------     -------                  --------      --------      
  Total earning assets                                      203,306     $16,676         8.20      188,204      $ 15,864      8.43
                                                                        =======                                ========      
Nonearning assets                                            42,060                                42,641                    
Less:  Allowance for credit losses                            3,524                                 3,672                    
                                                           --------                              --------                    
  TOTAL ASSETS/f/                                          $241,842                              $227,173                      
                                                           ========                              ========
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                           

Domestic interest-bearing deposits:                                                                                            
 Transaction                                               $ 12,205     $   149         1.22%    $  13,241     $    159      1.20%  
 Savings                                                     12,872         263         2.06        13,550          282      2.08 
 Money market                                                28,772         905         3.14        29,070          870      2.99   
 Time                                                        30,132       1,545         6.13        30,002        1,471      4.90   
                                                           --------     -------                  ---------     --------         
  Total domestic interest-bearing deposits                   83,981       2,862         3.41        85,863        2,782      3.24
Foreign interest-bearing deposits/g/:                                                                                           
 Banks located in foreign countries                          12,957         763         5.89        10,245          679      6.63   
 Governments and official institutions                        9,579         502         5.23         6,845          397      5.80   
 Time, savings, and other                                    19,058       1,232         6.47        16,131        1,065      6.60   
                                                           --------     -------                  ---------     --------         
  Total foreign interest-bearing deposits                    41,594       2,497         6.00        33,221        2,141      6.44   
                                                           --------     -------                  ---------     --------         
  Total interest-bearing deposits                           125,575       5,359         4.27       119,084        4,923      4.13 
Federal funds purchased                                       1,492          79         5.29         2,222          131      5.89 
Securities sold under repurchase agreements                  11,702         695         5.94         9,110          581      6.38 
Other short-term borrowings                                  14,448         883         6.11         9,301          630      6.77 
Long-term debt                                               14,981       1,023         6.83        15,156        1,067      7.04
Subordinated capital notes                                      415          33         7.95           605           46      7.58
                                                           --------     -------                  ---------     ========      
  Total interest-bearing liabilities                        168,613     $ 8,072         4.79       155,478     $  7,378      4.75
                                                                        =======                                ========      
Domestic noninterest-bearing deposits                        34,415                                 33,272                    
Foreign noninterest-bearing deposits                          1,557                                  1,630                    
Other noninterest-bearing liabilities                        16,898                                 17,238                    
                                                           --------                              ---------   
  Total liabilities/f/                                      221,483                                207,618      
Trust preferred securities/h/                                    90                                      -
Stockholders' equity                                         20,269                                 19,555
                                                           --------                              --------- 

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $241,842                               $227,173
                                                           ========                              =========  
Interest income as a percentage of average earning assets                               8.20%                                8.43%
Interest expense as a percentage of average earning assets                             (3.97)                               (3.92)
                                                                                       -----                                -----
        NET INTEREST MARGIN                                                             4.23%                                4.51%
                                                                                       =====                                =====
</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 9 for more detail on average balances, interest,
    and average rates on available-for-sale and held-to-maturity securities.
/e/ Rate reflects a higher level of interest recoveries on nonaccrual loans
    during the year ended December 31, 1995 as compared to the year ended 
    December 31, 1994.

6
<PAGE>
 
================================================================================

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

<TABLE>
<CAPTION> 

                                                                Year Ended December 31, 1994              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> 
ASSETS

Interest-bearing deposits in banks                          $  4,912      $   325         6.62%    $  5,878    $   145        9.86%
Federal funds sold                                             1,318           55         4.13          499          7        5.49 
Securities purchased under resale agreements                   6,378          351         5.51        9,077        144        6.30 
Trading account assets                                         6,713          476         7.09       13,393        271        8.05 
Available-for-sale securities/d/                               9,675/c/       593         6.13       11,763/c/     210        7.12 
Held-to-maturity securities/d/                                10,805/c/       794         7.35        4,160         76        7.34 
Domestic loans:                                                                                                                    
 Consumer--residential first mortgages                        32,012        1,913         5.97       37,291        695        7.46 
 Consumer--residential junior mortgages                       13,196        1,009         7.65       14,625        312        8.48 
 Consumer--credit card                                         7,280        1,139        15.65        8,338        296       14.24 
 Other consumer                                               11,847        1,217        10.27       18,731        457        9.68 
 Commercial and industrial                                    23,643        1,665         7.04       33,454        669        7.95 
 Commercial loans secured by real estate                       9,407          757         8.04       12,185        269        8.82 
 Financial institutions                                        2,142          108         5.06        2,695         29        4.29 
 Lease financing                                               1,675          129         7.70        2,508         51        8.15 
 Construction and development loans secured by real estate     3,948          307         7.78        2,402         61       10.13 
 Loans for purchasing or carrying securities                   1,814           92         5.06        1,565         28        7.08 
 Agricultural                                                  1,641          129         7.87        1,486         32        8.51 
 Other                                                         1,244           76         6.10        1,241         17        5.33 
                                                            --------      -------                  --------    -------
  Total domestic loans                                       109,849        8,541         7.77      136,521      2,916        8.52 
Foreign loans                                                 18,572        1,273         6.86       25,024        475        7.55 
                                                            --------      -------                  --------    -------        
  Total loans/c/                                             128,421        9,814         7.64      161,545      3,391        8.37
                                                            --------      -------                  --------    -------       
  Total earning assets                                       168,222      $12,408         7.38      206,315    $ 4,244        8.20
                                                                          =======                              =======            
Nonearning assets                                             37,366                                 42,682                       
Less:  Allowance for credit losses                             3,520                                  3,520                   
                                                            --------                               --------                       
     TOTAL ASSETS/f/                                        $202,068                               $245,477                   
                                                            ========                               ========                   
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                          
                                                                                                                              
Domestic interest-bearing deposits:                                                                                           
 Transaction                                                $ 13,761      $   160         1.16%    $  9,287    $    30        1.32%
 Savings                                                      14,427          294         2.04       12,479         64        2.04 
 Money market                                                 32,625          818         2.51       31,699        243        3.04 
 Time                                                         28,259          864         3.06       30,357        415        5.44 
                                                            --------      -------                  --------    -------         
  Total domestic interest-bearing deposits                    89,072        2,136         2.40       83,822        752        3.57
Foreign interest-bearing deposits/g/:                                                                                          
 Banks located in foreign countries                            6,771          421         6.23       12,318        182        5.87 
 Governments and official institutions                         4,646          217         4.67        9,996        130        5.17 
 Time, savings, and other                                     11,371          563         4.95       19,657        342        6.92 
                                                            --------      -------                  --------    -------         
  Total foreign interest-bearing deposits                     22,788        1,201         5.27       41,971        654        6.20 
                                                            --------      -------                  --------    -------       
  Total interest-bearing deposits                            111,860        3,337         2.98      125,793      1,406        4.45
Federal funds purchased                                          611           27         4.48        1,553         20        5.22
Securities sold under repurchase agreements                    6,455          351         5.44       10,457        155        5.90
Other short-term borrowings                                    4,231          275         6.50       16,453        254        6.14
Long-term debt                                                13,920          810         5.82       15,435        266        6.86
Subordinated capital notes                                       606           42         6.84          355          7        7.66
                                                            --------      -------                  --------    -------       
  Total interest-bearing liabilities                         137,683      $ 4,842         3.52      170,046    $ 2,108        4.93
                                                                          =======                              =======
Domestic noninterest-bearing deposits                         31,938                                 35,585           
Foreign noninterest-bearing deposits                           1,498                                  1,435                  
Other noninterest-bearing liabilities                         13,258                                 17,429                  
                                                            --------                               --------
    Total liabilities/f/                                     184,377                                224,495
Trust preferred securities/h/                                      -                                    366    
Stockholders' equity                                          17,691                                 20,616
                                                            --------                               --------
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $202,068                               $245,477
                                                            ========                               ========
Interest income as a percentage of average earning assets                                 7.38%                               8.20%
Interest expense as a percentage of average earning assets                               (2.88)                              (4.07)
                                                                                        ------                              ------
        Net Interest Margin                                                               4.50%                               4.13%
                                                                                        ======                              ====== 
</TABLE> 
<TABLE> 
<CAPTION> 
                                                                      Fourth Quarter 1995     
                                                            ------------------------------------
(dollar amounts in millions)                                Balance/a/   Interest/b/     Rate/b/
------------------------------------------------------------------------------------------------
<S>                                                         <C>             <C>        <C> 
ASSETS 

Interest-bearing deposits in banks                          $  5,962        $   119       7.91% 
Federal funds sold                                               392              5       5.51 
Securities purchased under resale agreements                   8,204            147       7.09 
Trading account assets                                         9,568            200       8.28 
Available-for-sale securities/d/                               9,951            196       7.86 
Held-to-maturity securities/d/                                 6,614            120       7.22 
Domestic loans:                                                                              
 Consumer--residential first mortgages                        36,361            674       7.42 
 Consumer--residential junior mortgages                       13,691            306       8.85 
 Consumer--credit card                                         8,750            318      14.55 
 Other consumer                                               15,633            389       9.87 
 Commercial and industrial                                    31,940            666       8.27 
 Commercial loans secured by real estate                      10,768            241       8.95 
 Financial institutions                                        2,786             34       4.89 
 Lease financing                                               1,876             26       5.53 
 Construction and development loans secured by real estate     3,237             84      10.23 
 Loans for purchasing or carrying securities                   1,284             22       6.83 
 Agricultural                                                  1,572             37       9.44 
 Other                                                         1,410             23       6.59 
                                                            --------        -------        
  Total domestic loans                                       129,308          2,820       8.68 
Foreign loans                                                 22,588            468       8.22 
                                                            --------        -------        
  Total loans/c/                                             151,896          3,288       8.62      
                                                            --------        -------          
  Total earning assets                                       192,587        $ 4,075       8.42   
                                                                            =======         
Nonearning assets                                             43,286                        
Less:  Allowance for credit losses                             3,604                        
                                                            --------                      
     TOTAL ASSETS/f/                                        $232,269                      
                                                            ========                      
LIABILITIES AND STOCKHOLDERS' EQUITY                                                      
                                                                                          
Domestic interest-bearing deposits:                                                       
 Transaction                                                $ 13,165        $    40       1.21%
 Savings                                                      13,216             70       2.08 
 Money market                                                 28,271            221       3.11 
 Time                                                         29,776            385       5.12 
                                                            --------        -------        
  Total domestic interest-bearing deposits                    84,428            716       3.36     
Foreign interest-bearing deposits/g/:                                                      
 Banks located in foreign countries                           11,856            196       6.54 
 Governments and official institutions                         7,446            106       5.67 
 Time, savings, and other                                     17,680            289       6.49 
                                                            --------        -------
                                                              36,982            591       6.34 
  Total foreign interest-bearing deposits                   --------        -------        
                                                             121,410          1,307       4.27    
  Total interest-bearing deposits                           
Federal funds purchased                                        2,492             35       5.60        
Securities sold under repurchase agreements                    9,051            147       6.44    
Other short-term borrowings                                    9,653            168       6.88    
Long-term debt                                                15,100            265       6.98     
Subordinated capital notes                                       605             12       7.50  
                                                            --------        -------       
  Total interest-bearing liabilities                         158,311        $ 1,934       4.84
                                                                            =======
Domestic noninterest-bearing deposits                         34,350              
 Foreign noninterest-bearing deposits                          1,539                         
Other noninterest-bearing liabilities                         18,207                         
                                                            --------                         
    Total liabilities/f/                                     212,407                         
Trust preferred securities/h/                                      -                         
Stockholders' equity                                          19,862                         
                                                            --------                         
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $232,269                         
                                                            ========                          
Interest income as a percentage of average earning assets                                 8.42%
Interest expense as a percentage of average earning assets                               (3.98)
                                                                                        ------
        NET INTEREST MARGIN                                                               4.44%
                                                                                        ======

</TABLE> 
================================================================================

/f/  The percentage of average total assets attributable to foreign operations
     for the years ended December 31, 1996, 1995, and 1994 was 20 percent, 18
     percent, and 18 percent, respectively. The percentage of average total
     liabilities attributable to foreign operations for the same periods was 20
     percent, 19 percent, and 18 percent, respectively.
/g/  Primarily consists of time deposits in denominations of $100,000 or more.
/h/  Trust preferred securities represent corporation obligated mandatorily
     redeemable preferred securities of subsidiary trusts holding solely junior
     subordinated deferrable interest debentures of the corporation.

                                                                               7
<PAGE>
 
============================================================================== 

Net Interest Income Analysis

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

                                                Year Ended December 31, 1996 over 1995     Year Ended December 31, 1995 over 1994
                                                --------------------------------------     ---------------------------------------
                                                          Increase (Decrease)/a/                     Increase (Decrease)/a/
                                                --------------------------------------     ---------------------------------------
(in millions)                                        Volume         Rate           Net        Volume           Rate           Net
----------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                                        <C>   
Interest Income/b/
Interest-bearing deposits in banks                  $   (12)      $   (1)     $    (13)        $   69        $   72       $   141
Federal funds sold                                       (1)          (2)           (3)           (40)           17           (23)
Securities purchased under resale agreements             99          (64)           35            157           110           267
Trading account assets                                  275          (16)          259            188            81           269
Available-for-sale securities:
  U.S. Treasury and other government agency securities  (15)           4           (11)           (84)           28           (56)
  Mortgage-backed securities                             92           (6)           86             35            46            81
  Other domestic securities                               7            3            10             11             2            13
  Foreign securities                                     38          (39)           (1)            65            68           133
                                                                                ------                                     ------
    Total available-for-sale securities                                             84                                        171
Held-to-maturity securities:
  U.S. Treasury and other government agency securities  (19)          (5)          (24)           (20)            -           (20)
  Mortgage-backed securities                           (165)          19          (146)          (179)           (3)         (182)
  State, county, and municipal securities                (2)          (2)           (4)            (3)           (1)           (4)
  Other domestic securities                              (5)          (1)           (6)            (4)            1            (3)
  Foreign securities                                    (14)          (8)          (22)           (56)           (5)          (61)
                                                                                ------                                     ------
    Total held-to-maturity securities                                             (202)                                      (270)
Domestic loans:
  Consumer-residential first mortgages                  157          149           306            216           371           587
  Consumer-residential junior mortgages                  38          (65)          (27)            51           192           243
  Consumer-credit card                                   89          (35)           54            144           (53)           91
  Other consumer                                        327           (6)          321            229           (47)          182 
  Commercial and industrial                             166         (204)          (38)           575           379           954 
 Commercial loans secured by real estate                 82          (21)           61            100           100           200
  Financial institutions                                 16          (35)          (19)            20            15            35
  Lease financing                                        19           17            36             11           (29)          (18)
  Construction and development loans
    secured by real estate                              (60)         (12)          (72)           (50)          116            66
  Loans for purchasing or carrying securities            (2)          (3)           (5)           (30)           29            (1)
  Agricultural                                           (5)         (15)          (20)            (2)           30            28
  Other                                                 (14)          (2)          (16)             9             6            15
                                                                                ------                                     ------
    Total domestic loans                                                           581                                      2,382
Foreign loans                                           186         (115)           71            239           280           519
                                                                                ------                                     ------
    Total loans                                                                    652                                      2,901
                                                                                ------                                     ------
        Net Increase                                                           $   812                                     $3,456
                                                                                ======                                     ======
Interest Expense
Domestic interest-bearing deposits:
  Transaction                                        $  (13)       $   3       $   (10)      $     (6)     $      5        $   (1)
  Savings                                               (15)          (4)          (19)           (18)            6           (12)
  Money market                                           (9)          44            35            (95)          147            52
  Time                                                    6           68            74             56           551           607
                                                                                ------                                     ------
    Total domestic interest-bearing deposits                                        80                                        646
Foreign interest-bearing deposits:
  Banks located in foreign countries                    166          (82)           84            229            29           258
  Governments and official institutions                 147          (42)          105            119            61           180
  Time, savings, and other                              188          (21)          167            279           223           502
                                                                                ------                                     ------
    Total foreign interest-bearing deposits                                        356                                        940
                                                                                ------                                     ------
    Total interest-bearing deposits                                                436                                      1,586
Federal funds purchased                                 (40)         (12)          (52)            93            11           104
Securities sold under repurchase agreements             156          (42)          114            162            68           230
Other short-term borrowings                             319          (66)          253            343            12           355
Long-term debt                                          (12)         (32)          (44)            76           181           257
Subordinated capital notes                              (15)           2           (13)             -             4             4
                                                                                ------                                     ------
        Net Increase                                                           $   694                                     $2,536
                                                                                ======                                     ======
=================================================================================================================================
</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.

8

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

Available-for-Sale and Held-to-Maturity Securities-Average Balances, Interest, 
and Average Rates
--------------------------------------------------------------------------------

<TABLE> 
<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)    Balance/a/  Interest/b/  fair value/b/    cost/b/   Balance/a/  Interest/b/  fair value/b/   cost/b/
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>            <C>          <C>         <C>          <C>            <C>        <C>         <C> 
AVAILABLE-FOR-SALE SECURITIES

U.S. Treasury and other 
  government agency securities  $ 1,440         $ 97        6.72%       6.70%        $1,659         $108       6.49%        6.45%
Mortgage-backed securities        6,305          431        6.83        6.82          4,962          344       6.94         6.89
Other domestic securities           786           44        5.64        6.61            660           34       5.22         5.84
Foreign securities                2,852/c/       276        9.69/d/     9.19/d/       2,487/c/       278      11.17/d/     10.10/d/
------------------------------------------------------------------------------------------------------------------------------------
                                $11,383         $848        7.45%       7.42%        $9,768         $764       7.83%        7.64%
--------------------------------====================================================================================================

<CAPTION> 
                                         Year Ended December 31, 1994
                                   ----------------------------------
                                                                 Rate 
                                                             based on
                                                            amortized
(dollar amounts in millions)       Balance/a/   Interest/b/   cost/b/
---------------------------------------------------------------------
<S>                                  <C>          <C>          <C>      
AVAILABLE-FOR-SALE SECURITIES

U.S. Treasury and other                                                 
  government agency securities       $3,029       $164          5.41%   
Mortgage-backed securities            4,410        263          5.88    
Other domestic securities               427         21          5.00    
Foreign securities                    1,809/c/     145          7.09    
----------------------------------------------------------------------  
                                     $9,675       $593          5.95%   
-------------------------------------=================================

<CAPTION> 
                                         Year Ended December 31, 1996       Year Ended December 31, 1995  
                                        -------------------------------    -------------------------------
(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                         $   33      $  2     4.95%         $  388    $  26    6.72%   
Mortgage-backed securities                   2,308       175     7.60           4,490      321    7.15    
State, county, and municipal securities        416        31     7.57             445       35    7.89    
Other domestic securities                       99         7     7.28             178       13    7.62    
Foreign securities                           1,491       107     7.15           1,691      129    7.62    
----------------------------------------------------------------------------------------------------------
                                            $4,347      $322     7.42%         $7,192    $ 524    7.29%   
--------------------------------------------==============================================================

<CAPTION> 

                                              Year Ended December 31, 1994 
                                          -------------------------------------
(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                      $     689        $  46         6.72%
Mortgage-backed securities                   6,985          503         7.20
State, county, and municipal securities        479           39         8.12
Other domestic securities                      224           16         7.11
Foreign securities                           2,428/c/       190         7.83
-------------------------------------------------------------------------------
                                           $10,805         $794         7.35%
-------------------------------------------====================================

<CAPTION> 
  
                                             Fourth Quarter 1996                                    Fourth Quarter 1995
                                      ---------------------------------------------- -----------------------------------------------
                                                                                Rate                                            Rate
                                                                      Rate  based on                                 Rate   based on
                                                                  based on amortized                             based on  amortized
(dollar amounts in millions)          Balance/a/ Interest/b/ fair value/b/   cost/b/ Balance/a/  Interest/b/ fair value/b/   cost/b/
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>          <C>        <C>         <C>          <C>          <C>        <C>           <C> 
AVAILABLE-FOR-SALE SECURITIES

U.S. Treasury and other government 
 agency securities                     $  1,346      $  23      6.74%      6.72%         $1,665       $  27      6.32%      6.36%
Mortgage-backed securities                6,566        113      6.87       6.90           4,927          85      6.91       6.97
Other domestic securities                   926         12      5.44       6.43             720           9      5.31       6.06
Foreign securities                        2,925/c/      62      8.38       8.06           2,639/c/       75     11.31/d/   10.46/d/
-----------------------------------------------------------------------------------------------------------------------------------
                                        $11,763       $210      7.12%      7.15%         $9,951        $196      7.86%      7.81%
----------------------------------------===========================================================================================

<CAPTION> 

                                                                   Fourth Quarter 1996                  Fourth Quarter 1995
                                                           ------------------------------------  ----------------------------------
(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                                         $     19      $   -         5.51%       $   289     $    5       6.42%
Mortgage-backed securities                                     2,190         42         7.60          4,169         75       7.18
State, county, and municipal securities                          401          7         7.55            452          9       7.99
Other domestic securities                                         58          1         7.12            165          3       7.39
Foreign securities                                             1,492         26         6.93          1,539         28       7.24
------------------------------------------------------------------------------------------------------------------------------------
                                                              $4,160        $76         7.34%        $6,614       $120       7.22%
--------------------------------------------------------------======================================================================

====================================================================================================================================
</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.

                                                                               9
<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, 1996/a/                December 31, 1996
                                                                      -----------------------------      ---------------------------
(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                   $   645             7.05%           $    16           5.25%
Mortgage-backed securities                                                   -                -                  -              -
State, county, and municipal securities                                      -                -                 86           4.62
Other securities                                                           905             5.91                224           6.79
                                                                       -------                             -------
                                                                         1,550             6.39                326           6.14
DUE AFTER ONE YEAR THROUGH FIVE YEARS                                                               
U.S. Treasury and other government agency securities                        56             6.85                  1           4.75
Mortgage-backed securities                                                   7             7.76                 62           7.95
State, county, and municipal securities                                      -                -                116           5.45
Other securities                                                         1,791             8.61                113           7.00
                                                                       -------                             -------
                                                                         1,854             8.56                292           6.58
DUE AFTER FIVE YEARS THROUGH TEN YEARS                                                              
U.S. Treasury and other government agency securities                       449             6.10                  -              -
Mortgage-backed securities                                                  91             6.20                635           7.09
State, county, and municipal securities                                      1             5.00                 87           5.31
Other securities                                                           162             7.93                 35           6.88
                                                                       -------                             -------
                                                                           703             6.53                757           6.88
DUE AFTER TEN YEARS                                                                                 
U.S. Treasury and other government agency securities                       344             6.74                  2           4.50
Mortgage-backed securities                                               6,524             6.91              1,466           7.45
State, county, and municipal securities                                      1             5.03                134           5.31
Other securities                                                           840             6.64              1,161           7.09
                                                                       -------                             -------
                                                                         7,709             6.87              2,763           7.20
                                                                       -------                             -------
                                                                       $11,816                             $ 4,138
                                                                       =======                             =======
</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.


Information on the securities portfolios is incorporated by reference from page
54 of Note 1 and Note 7 on pages 60 and 61 of the 1996 Annual Report to
Shareholders.

10
<PAGE>
 
================================================================================

LOAN PORTFOLIO Loan Outstandings by Type
               =================================================================
               
               Information on loan outstandings by type is 
               incorporated by reference from page 29 of the 1996 
               Annual Report to Shareholders.


               Maturity Distribution and Interest Rate 
               Characteristics of Certain Types of Loans
               =================================================================
                              
<TABLE>        
<CAPTION>      
                                                              Remaining Maturities as of December 31, 1996  
                                                         -------------------------------------------------
                                                                       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                  $ 3,404       $ 3,103       $ 5,981    $12,488  
                    Construction and development                                                            
                     secured by real estate                   1,565           508           179      2,252  
                    Commercial and industrial,                                                              
                     financial institutions,                                                                
                     and agricultural                        23,945        11,530         2,734     38,209  
                   Foreign loans                             17,323         4,409         4,744     26,476  
                   ---------------------------------------------------------------------------------------  
                                                            $46,237       $19,550       $13,638    $79,425  
                   -----------------------------------------==============================================  
                                                                                                                       
                   LOANS DUE AFTER ONE YEAR                                                            
                   Predetermined interest rates                           $ 4,794       $ 5,406    $10,200    
                   Floating or adjustable interest rates                   14,756         8,232     22,988    
                   ---------------------------------------------------------------------------------------    
                                                                                                              
                                                                          $19,550       $13,638    $33,188    
                   -------------------------------------------------------================================     
</TABLE> 

               Principal repayments of loans are reported 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.

                                                                              11
<PAGE>
 
<TABLE>   
<CAPTION> 
===================================================================================================================================

Cross-Border Outstandings Exceeding One Percent of Total Assets
===================================================================================================================================


                                                                                                                      Cross-Border
                                                                                                         Total        Outstandings
                                                         Public                     Private       Cross-Border     as a Percentage
(dollar amounts in millions)/a/b/c/d/    December 31     Sector/e/      Banks/e/    Sector/e/     Outstandings     of Total Assets
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>           <C>          <C>           <C>              <C> 
Japan                                           1996     $   23        $1,285       $1,852              $3,160               1.26%
                                                1995          7         2,253        2,546               4,806               2.07
                                                1994         17         1,248        2,292               3,557               1.65
                                         
South Korea                                     1996          -         1,327        1,453               2,780               1.11
                                                1995        106         1,189        1,143               2,438               1.05
                                                1994          -           864          935               1,799               0.83
                                                                                                                         
Italy                                           1996        486           154        1,877               2,517               1.00
                                                1995        172           101        2,500               2,773               1.19
                                                1994         57           119        1,371               1,547               0.72
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE> 

/a/Cross-border outstandings include the following assets, primarily in U.S.
   dollars, with borrowers or customers in a foreign country: loans, accrued
   interest, acceptances, interest-bearing deposits with other banks, trading
   account assets, available-for-sale securities, held-to-maturity securities,
   other interest-earning investments, and other monetary assets. Local currency
   outstandings that are neither hedged nor funded by local currency borrowings
   are included in cross-border outstandings. Guarantees of outstandings of
   borrowers of other countries are considered outstandings of the guarantor.
   Loans made to, or deposits placed with, a branch of a foreign bank located
   outside the foreign bank's home country are considered loans or deposits with
   the country in which the foreign bank is headquartered. Outstandings of a
   country do not include amounts of principal or interest that are supported by
   written, legally enforceable guarantees by guarantors from other countries or
   the amount of outstandings to the extent that they are secured by tangible,
   liquid collateral held and realizable by BAC outside the country.
   
/b/At December 31, 1996, total unfunded commitments of the countries listed,
   whose unfunded commitments exceeded 10 percent of their respective cross-
   border outstandings, were as follows: Japan, $696 million and South Korea,
   $344 million.
   
/c/Included in the cross-border outstandings of the countries listed are loans
   and other interest-bearing assets on nonaccrual status of $17 million and $18
   million for Japan at December 31, 1995 and 1994, respectively.
   
/d/No country excluded from this table had cross-border outstandings between
   0.75 percent and 1.00 percent of total assets for any of the periods
   presented except $2,000 million and $1,982 million for Spain at December 31,
   1996 and 1994, respectively.
   
   Not included in cross-border outstandings with Mexico were par bonds issued
   by the government of Mexico with a face value of $1,341 million at December
   31, 1996, 1995, and 1994. The par bonds had a carrying value of $1,202
   million, $1,162 million, and $1,109 million at December 31, 1996, 1995, and
   1994, respectively. At December 31, 1996, the par bonds had a total fair
   value of approximately $1,015 million. Certain of these par bonds were
   recorded in available-for-sale securities and carried at their fair value of
   $345 million at December 31, 1996, while the remainder of these par bonds
   were recorded in held-to-maturity securities at their amortized cost.
   Principal repayment of these par bonds is collateralized by zero-coupon U.S.
   Treasury securities that, at maturity in 2008 and 2019, will have a
   redemption value equal to the face value of the par bonds. At December 31,
   1996, this collateral had a fair value of approximately $310 million. Future
   interest payments for a rolling eighteen-month period are also collateralized
   by additional U.S. dollar-denominated securities permitted by the agreement.
   Mexico's cross-border outstandings also excluded additional securities of $30
   million at December 31, 1996, 1995, and 1994, which were fully collateralized
   at maturity by separate zero-coupon U.S. Treasury securities. Had these par
   bonds and other instruments been included, total cross-border outstandings
   with Mexico would have exceeded 1.00 percent of total assets for all periods
   presented.
   
/e/Sector definitions are based on Federal Financial Institutions Examination
   Council Instructions for preparing the Country Exposure Report.
   
   Additional information on cross-border outstandings, information on countries
   currently experiencing liquidity problems, and a discussion of the risks,
   including credit risk, inherent in BAC's foreign operations are incorporated
   by reference from page 32, pages 38 through 40, and Note 8 on page 61 of the
   1996 Annual Report to Shareholders.

12
<PAGE>
 
================================================================================
            Off-Balance-Sheet Credit-Related Financial Instruments
            ====================================================================

            Information on off-balance-sheet credit-related financial
            instruments is incorporated by reference from page 38 and
            pages 72 and 73 of Note 24 of the 1996 Annual Report to
            Shareholders.


            Nonperforming Assets
            ====================================================================

            Information on nonperforming assets is incorporated by
            reference from pages 36 through 38 of the 1996 Annual Report
            to Shareholders.

            Interest Income Foregone on Nonaccrual Assets
            ====================================================================

<TABLE> 
<CAPTION>
                                                                                               Year Ended
               (in millions)                                                             December 31, 1996
            ----------------------------------------------------------------------------------------------
                <S>                                                                       <C> 
            Domestic
            Interest income that would have been recognized had the assets performed in
              accordance with their original terms                                                    $241
            Less: Interest income included in the results of operations                                 70
            ----------------------------------------------------------------------------------------------
              Domestic interest income foregone                                                        171

            Foreign
            Interest income that would have been recognized had the assets performed in
              accordance with their original terms                                                      25
            Less: Interest income included in the results of operations                                 18
            ----------------------------------------------------------------------------------------------
              Foreign interest income foregone                                                           7
            ----------------------------------------------------------------------------------------------
                                                                                                      $178
            ----------------------------------------------------------------------------------------------
</TABLE> 

            Information on nonaccrual loan accounting policies and interest
            income foregone on restructured loans is incorporated by
            reference from pages 54 through 55 of Note 1, and Notes 8 and 9
            on pages 61 through 62 of the 1996 Annual Report to
            Shareholders.

            Other Interest-Bearing Assets on Nonaccrual Status
            ===================================================================

            Information on other interest-bearing assets on nonaccrual
            status is incorporated by reference from pages 36 and 37 of the
            1996 Annual Report to Shareholders.

                                                                              13
<PAGE>
 
================================================================================

SUMMARY OF      ANNUAL CREDIT LOSS EXPERIENCE                               
CREDIT LOSS     ================================================================
EXPERIENCE      Information on annual credit loss experience is             
                incorporated by reference from pages 33 through 35 of       
                the 1996 Annual Report to Shareholders.                     
              
              
                ALLOWANCE FOR FOREIGN CREDIT LOSSES/a/
                ================================================================
<TABLE> 
<CAPTION> 
                                                                                    Year Ended December 31                     
                                                                  -------------------------------------------------------------
                       (in millions)                              1996         1995          1994         1993         1992     
                       -------------------------------------------------------------------------------------------------------- 
                       <S>                                       <C>          <C>           <C>         <C>          <C>       
                       BALANCE, BEGINNING OF YEAR                 $428         $391          $322        $ 559        $ 808     
                                                                                                                               
                       Credit losses                                39           15            42           36          126     
                       Credit loss recoveries                       60           99           124           66          174     
                       -------------------------------------------------------------------------------------------------------- 
                         Net credit recoveries                      21           84            82           30           48     
                       Provision for credit losses                 (26)         (54)            -            -            3     
                       Losses on the sale or swap of loans                                                                      
                         to restructuring countries                  -            -             -           (3)         (72)    
                       Other net additions (deductions)              2            7           (13)        (264)/ab/    (228)/a/ 
                       -------------------------------------------------------------------------------------------------------- 
                                                                                                                               
                            BALANCE, END OF YEAR                  $425         $428          $391        $ 322        $ 559     
                       ======================================================================================================== 
</TABLE> 
                /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 and $212 million in
                   1993 and 1992, respectively. 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/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, of which $88 million was 
                   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 from page 34
                of the 1996 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 DISTRIBUTION OF DOMESTIC TIME DEPOSITS OF $100,000 OR
                ================================================================
                MORE
                ====
 
<TABLE> 
<CAPTION>
                                                                                    DECEMBER 31, 1996           
                                                                      ----------------------------------------  
                                                                      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                                        $ 5,431                  $310   
                    After three months through six months                         2,122                    33   
                    After six months through twelve months                        1,552                    22   
                    After twelve months                                           1,909                    72   
                    ------------------------------------------------------------------------------------------  
                                                                                $11,014                  $437   
                    ------------------------------------------------------------------------------------------  
                                                                                                                
                    ==========================================================================================   
14

</TABLE> 
<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, 1996, 1995, and 1994  
                  are incorporated by reference from page 17 of the 1996 Annual 
                  Report to Shareholders.    
                   
<TABLE> 
<CAPTION>     
======================================================================================================= 
SHORT-TERM                                              DECEMBER 31            AVERAGE DURING YEAR      
BORROWINGS                                       -------------------------- ----------------------------   
                                        MAXIMUM                    WEIGHTED                     WEIGHTED    
                                   OUTSTANDINGS                     AVERAGE                      AVERAGE    
(DOLLAR AMOUNTS IN MILLIONS)        DURING YEAR  OUTSTANDINGS INTEREST RATE  OUTSTANDINGS  INTEREST RATE  
------------------------------------------------------------------------------------------------------- 
<S>                                <C>          <C>          <C>            <C>          <C>            
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    
------------------------------------------------------------------------------------------------------- 

1994                                                                                                    
Federal funds purchased/a/              $ 3,283      $ 3,283          5.45%     $   611         4.48%   
Securities sold under repurchase                                                                        
  agreements/a/                           8,026        5,505          5.90        6,455         5.44    
Other short-term borrowings               5,796        5,053          6.58        4,231         6.50    
======================================================================================================= 
</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 recently
                  enacted 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 now 

                                                                             15
<PAGE>
 
===============================================================================
                  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       The banking and financial services businesses in which BAC   
AND 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 continuously under review by    
                  Congress and state legislatures, and federal and state       
                  regulatory agencies. Changes in the laws, regulations or     
                  policies that impact 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
                  subsidiaries of the Parent are primarily regulated by the FDIC
                  and state banking regulators, except for Bank of America
                  Illinois, which, as a state bank member of the Federal Reserve
                  System, is primarily regulated by the FRB and a 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

16
<PAGE>
 
================================================================================

                  that are insured institutions are subject to the authority of
                  the FDIC. The activities of the Parent's broker-dealers, which
                  include BancAmerica Securities, Inc. 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, state-chartered banking
                  subsidiaries are 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 29 on pages 81 through 83 of the 1996 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 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, 1996, 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 45 through 47 and Note 19
                  on pages 66 and 67 of the 1996 Annual Report to Shareholders.

                                                                              17
<PAGE>
 
================================================================================

                  As deposits of BAC's subsidiary banks are insured by the Bank
                  Insurance Fund (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 in the cost of
                  funding Financing Corporation (FICO) interest payments. The
                  cost of funding these interest payments will be in the form of
                  an assessment on both BIF and SAIF insured deposits. The
                  assessment rate will be lower for BIF deposits than for SAIF
                  deposits. 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 (the "Act"), which was enacted in 1994, codifies the
                  authority of banks to provide specified interstate banking
                  services on an agency basis to customers of affiliate banks as
                  of September 1995. Also, under the Act, as of September 1995,
                  bank holding companies may 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 may merge with
                  other banks in states that do not "opt out" of the interstate
                  legislation prior to June 1, 1997. Interstate mergers may be
                  conducted prior to June 1, 1997 in states that specifically
                  permit such mergers. In addition, prior to June 1, 1997,
                  certain consolidations are possible using the "30-mile rule,"
                  which allows national banks to relocate their headquarters up
                  to 30 miles away, including across state lines. The ability to
                  merge with other banks across state lines will enable BAC to
                  continue to consolidate its affiliate banking operations, if
                  it so chooses, thereby potentially reducing operating
                  expenses, expanding customer service, and enhancing overall
                  operations of the business. Currently, several states have
                  already "opted in" to interstate legislation. However, Texas
                  has "opted out".

                  2.   Pending Legislation And Regulation

                  During 1996, Congress considered reform of the Glass-Steagall
                  Act and the Bank Holding Company Act, 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 expand the ability of BAC
                  to offer a broader range of financial products.


18
                                                                              
<PAGE>
 
================================================================================

                  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.

                  3.   Environmental Regulation

                  Since BAC is not involved with the manufacture or transport of
                  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 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, 1996, the actual number of persons employed by
                  BAC was 92,100. On a full-time-equivalent basis, BAC's staff
                  level was 78,000 at December 31, 1996.


ITEM 3.  LEGAL PROCEEDINGS
--------------------------------------------------------------------------------

                  Due to the nature of its business, BAC is subject to various
                  threatened or filed legal actions. Although the amount of the
                  ultimate exposure, if any, cannot be determined at this time,
                  BAC, based upon the advice of counsel, does not expect the
                  final outcome of threatened or filed suits to have a material
                  adverse effect on its financial position.

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

                  None.


                                                                              19
<PAGE>
 
PART II

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

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

                  Information on dividend restrictions, dividend payments, the
                  principal market for and trading price of the Parent's common
                  stock, and the number of holders of such stock is incorporated
                  by reference from pages 17, 18, 45 through 47, Note 29 on
                  pages 81 through 83, and Note 31 on page 85 of the 1996 Annual
                  Report to Shareholders.

ITEM 6.  SELECTED FINANCIAL DATA
--------------------------------------------------------------------------------

                  Selected financial data is incorporated by reference from
                  pages 17 and 18 of the 1996 Annual Report to Shareholders.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
                  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations is incorporated by reference from
                  pages 17 through 47 of the 1996 Annual Report to Shareholders.

FORWARD-LOOKING   From time to time, the Parent makes forward-looking         
STATEMENTS        statements. Forward-looking statements include financial    
                  projections, statements of plans and objectives for future  
                  operations, statements of future economic performance, and  
                  statements of assumptions relating thereto.                  

                  The Parent may include forward-looking statements in its
                  periodic reports to the Securities and Exchange Commission on
                  Forms 10-K, 10-Q, and 8-K, in its annual report to
                  shareholders, in its proxy statement, in other written
                  materials, and in statements made by senior management to
                  analysts, institutional investors, representatives of the
                  media, and others.

                  By their very nature, forward looking statements are subject
                  to uncertainties, both general and specific, and risks exist
                  that predictions, forecasts, projections and other forward-
                  looking statements will not be achieved. Actual results may
                  differ materially due to a variety of factors. Among the
                  uncertainties to which the Parent's forward-looking statements
                  are subject are credit risk, market risk, liquidity risk,
                  operational risk, settlement risk, and capital risk. See pages
                  39 through 47 of the Parent's 1996 Annual Report to
                  Shareholders for a discussion of these risks. In addition,
                  various events can create uncertainties to which the Parent's
                  forward-looking statements are subject. These events include,
                  but are not limited to, technological changes; the effects of
                  competition or of legislative or regulatory developments (see
                  "Competition" and "Supervision and Regulation" on pages 15
                  through 19); changes in fiscal monetary and tax policies of
                  the United States and other countries in which the Parent does
                  business; political or social developments, including war,
                  civil unrest or terrorist activity; the possibility of foreign
                  exchange controls, expropriation, nationalization or

20
<PAGE>
 
================================================================================
                  confiscation of assets in countries in which the Parent
                  conducts business; and natural disasters (including
                  earthquakes). When relying on forward-looking statements to
                  make decisions with respect to the Parent, investors and
                  others should carefully consider these and other uncertainties
                  and events, whether or not the statements are described as
                  forward-looking.

                  Forward-looking statements made by the Parent are intended to
                  apply only at the time they are made, unless explicitly stated
                  to the contrary. Moreover, whether or not stated in connection
                  with a forward-looking statement, the Parent undertakes no
                  obligation to correct or update a forward-looking statement
                  should the Parent later become aware that it is not likely to
                  be achieved. If the Parent were to update or correct a 
                  forward-looking statement, investors and others should not
                  conclude that the Parent will make additional updates or
                  corrections thereafter.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
--------------------------------------------------------------------------------

                  The Report of Independent Auditors, the consolidated financial
                  statements, and the notes to consolidated financial statements
                  are incorporated by reference from pages 49 through 85 of the
                  1996 Annual Report to Shareholders. See Item 14 of this report
                  for information concerning financial statements and schedules
                  filed with this report.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE
--------------------------------------------------------------------------------

                  None.

                                                                              21
<PAGE>
 
PART III

================================================================================
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
________________________________________________________________________________

                    Reference is made to the text under the captions, "Executive
                    Compensation, Benefits and Related Matters" (excluding the
                    material under the headings "Report of the Executive
                    Personnel and Compensation Committee" and "Shareholder
                    Return Performance Graph" therein) and "Item No. 1--Election
                    of Directors" in the Proxy Statement for the May 22, 1997
                    Annual Meeting of Shareholders of the Parent for
                    incorporation of information concerning directors and
                    persons nominated to become directors. Information
                    concerning executive officers of the Parent as of March 1,
                    1997 is set forth below.
<TABLE> 
<CAPTION> 
                        Name                   Age        Position with Registrant
                        ----                   ---        ------------------------
                        <S>                    <C>        <C> 
                        David A. Coulter        49        Chairman of the Board, President,
                                                            and Chief Executive Officer

                        Kathleen J. Burke       45        Vice Chairman and Personnel Relations Officer

                        Jack L. Meyers          54        Vice Chairman

                        Michael J. Murray       52        Vice Chairman

                        Michael E. O'Neill      50        Vice Chairman and Chief Financial Officer

                        Thomas E. Peterson      61        Vice Chairman

                        Michael E. Rossi        52        Vice Chairman

                        Martin A. Stein         56        Vice Chairman
</TABLE> 
                    DAVID A. COULTER was appointed Chairman of the Board on May
                    23, 1996 and as Chief Executive Officer of the Parent and
                    the Bank on January 1, 1996, in addition to his title as
                    President. He was appointed to the Board of Directors of the
                    Parent and the Bank on October 2, 1995. He was appointed
                    President of the Parent and the Bank on August 7, 1995.
                    Previously he was Vice Chairman of the Parent and the Bank
                    from February 1993 to August 1995. He was appointed Group
                    Executive Vice President of the Bank on April 27, 1992. He
                    was Executive Vice President of the Bank and head of the
                    Bank's U.S. Corporate Group from 1990 to 1992.

                    KATHLEEN J. BURKE was appointed Vice Chairman of the Parent
                    and the Bank on March 14, 1994, in addition to her title as
                    Personnel Relations Officer of the Parent. She was appointed
                    Executive Vice President and Personnel Relations Officer of
                    the Parent and Executive Vice President of the Bank on April
                    22, 1992 and Group Executive Vice President of the Bank on
                    April 27, 1992. Previously, she was Executive Vice President
                    and Director of Human Resources of Security Pacific
                    Corporation and its principal subsidiary, Security Pacific
                    National Bank from 1989 to 1992.

22
<PAGE>
 
================================================================================

                    JACK L. MEYERS was appointed Vice Chairman of the Parent and
                    the Bank on October 4, 1993. He was appointed Chief Credit
                    Officer of the Bank on September 3, 1993. He was Group
                    Executive Vice President responsible for the Bank's
                    Commercial Business Group from 1991 to 1993.

                    MICHAEL J. MURRAY was appointed Vice Chairman of the Parent
                    and the Bank on October 2, 1995. Previously, he was Group
                    Executive Vice President responsible for the Bank's U.S.
                    Corporate Group from September 1994 to September 1995. From
                    1993 to 1994, Mr. Murray served as Vice Chairman of
                    Continental. Previously, he was Executive Vice President and
                    head of Corporate Banking for Continental from 1991 to 1993.

                    MICHAEL E. O'NEILL was appointed Vice Chairman and Chief
                    Financial Officer of the Parent and the Bank on December 4,
                    1995. Previously, he was Group Executive Vice President of
                    the Bank and head of the Global Equity Investments Group
                    from September 1994 to November 1995. From 1993 to 1994, Mr.
                    O'Neill served as Chief Financial Officer of Continental.
                    Previously, he was Chief of Staff of Capital Markets
                    Investments and Trading for Continental from 1990 to 1993.

                    THOMAS E. PETERSON was appointed Vice Chairman of the Parent
                    and the Bank on February 5, 1990.
 
                    MICHAEL E. ROSSI was appointed Vice Chairman of the Parent
                    and the Bank on October 7, 1991. He was appointed Executive
                    Vice President of the Parent on December 3, 1990, when he
                    was also designated as the head of Credit Policy for the
                    Bank.

                    MARTIN A. STEIN was appointed Vice Chairman of the Parent
                    and the Bank on April 27, 1992. He was appointed Executive
                    Vice President of the Parent and the Bank on June 25, 1990.
                    At the same time, he was appointed head of the BankAmerica
                    Systems Engineering Group of the Bank.

                    The present term of office for the officers named above will
                    expire on May 22, 1997 or on their earlier retirement,
                    resignation, or removal. There is no family relationship
                    among any such officers.

                                                                              23
<PAGE>
 
================================================================================
ITEM 11.  EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------

                    Information concerning executive compensation is
                    incorporated by reference from the text under the captions,
                    "Corporate Governance-Director Remuneration, Stock Ownership
                    Guidelines, Retirement, and Director Attendance" and
                    "Executive Compensation, Benefits and Related Matters"
                    (excluding the material under the headings "Report of the
                    Executive Personnel and Compensation Committee" and
                    "Shareholder Return Performance Graph" therein) in the Proxy
                    Statement for the May 22, 1997 Annual Meeting of
                    Shareholders.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------------------------

                    Information concerning ownership of equity stock of the
                    Parent by certain beneficial owners and management is
                    incorporated by reference from the text under the caption,
                    "Security Ownership of Certain Beneficial Owners" in the
                    Proxy Statement for the May 22, 1997 Annual Meeting of
                    Shareholders.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------------------------------

                    Information concerning certain relationships and related
                    transactions with officers and directors is incorporated by
                    reference from the text under the caption, "Executive
                    Compensation, Benefits and Related Matters" (excluding the
                    material under the headings "Report of the Executive
                    Personnel and Compensation Committee" and "Shareholder
                    Return Performance Graph" therein) in the Proxy Statement
                    for the May 22, 1997 Annual Meeting of Shareholders.

24
<PAGE>
 
PART IV


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

(a)(1)   FINANCIAL    The report of independent auditors and the following
STATEMENTS            consolidated financial statements of BAC are incorporated
                      herein by reference from the 1996 Annual Report to
                      Shareholders. Page number references are to the 1996
                      Annual Report to Shareholders.
<TABLE>
<CAPTION>
                                                                                                            PAGE
             <S>                                                                                            <C>
             BankAmerica Corporation:
               Report of Independent Auditors.........................................................        49
               Consolidated Statement of Operations--
                  Years Ended December 31, 1996, 1995, and 1994.......................................        50
               Consolidated Balance Sheet--December 31, 1996 and 1995.................................        51
               Consolidated Statement of Cash Flows--Years Ended December 31, 1996,
                  1995, and 1994......................................................................        52
               Consolidated Statement of Changes in Stockholders' Equity--
                  Years Ended December 31, 1996, 1995, and 1994.......................................        53
               Notes to Consolidated Financial Statements.............................................        54
</TABLE>
--------------------------------------------------------------------------------

(a)(2) FINANCIAL      Schedules to the consolidated financial statements (Nos. 
STATEMENT             I and II of Rule 9-07) for which provision is made in the 
SCHEDULES             applicable accounting regulation of the Securities and 
                      Exchange Commission (Regulation S-X) are inapplicable and
                      therefore, are not included.

                      Financial statements and summarized financial information
                      of unconsolidated subsidiaries or 50 percent or less owned
                      persons accounted for by the equity method are not
                      included as such subsidiaries do not, either individually
                      or in the aggregate, constitute a significant subsidiary.

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

(a)(3) EXHIBITS

<TABLE> 
<CAPTION> 
                                                                           Incorporated by Reference From File
                                                                                        No. 1-7377:
                                                                           -----------------------------------
                                                                                Report on Form
                                                                           ------------------------
                                                                                     10-Q or 10-K   
                                                                 Filed       8-K    for the Period     Exhibit
No.     Description                                             Herewith    Dated       Ending           No.
--------------------------------------------------------------------------------------------------------------
<C>     <S>                                                     <C>         <C>     <C>                <C>    
3.a.    BankAmerica Corporation Certificate of
        Incorporation, as amended. Exhibit 3(a) for the Parent's
        Form 8-A Amendment No. 1, filed August 25, 1994
        (File No. 33-55225) incorporated herein by reference.

3.b.    BankAmerica Corporation By-laws, as amended.                X
</TABLE> 

                                                                              25
<PAGE>
 
================================================================================

<TABLE>
<CAPTION>
                                                                                  Incorporated by Reference From File
                                                                                              No. 1-7377:
                                                                                  -----------------------------------
                                                                                      Report on Form
                                                                                  ----------------------
                                                                                           10-Q or 10-K
                                                                      Filed        8-K    for the Period      Exhibit
         No.     Description                                        Herewith      Dated       Ending            No.
         ------------------------------------------------------------------------------------------------------------
         <C>     <S>                                                <C>           <C>     <C>                <C> 
         4.a.    The Parent and certain of its consolidated
                 subsidiaries have outstanding certain long-term
                 debt. See Notes 13, 14, and 15 on pages 62
                 through 64 of the 1996 Annual Report to
                 Shareholders. None of such debt exceeds 10
                 percent of the total assets of the Corporation;
                 therefore, copies of constituent instruments
                 defining the rights of holders of such debt are
                 not included as exhibits. The Parent agrees to
                 furnish copies of such instruments to the Securities
                 and Exchange Commission upon request.
         
         4.b.    Rights Agreement dated as of April 11, 1988,                                12/31/94            4(b)
                 between the Parent and Manufacturers Hanover
                 Trust Company of California, as Rights Agent, as
                 amended.
         
         10.a.   BankAmerica Corporation Retirement Plan for                                  9/30/94           10
                 Nonofficer Directors, as amended./a/                                        12/31/95           10(a)
         
         10.b.   BankAmerica Corporation Deferred                                            12/31/92           10(b)
                 Compensation Plan for Directors,                                             3/31/93           10
                 as amended./a/                                                               9/30/95           10(f)
         
         10.c.   BankAmerica Corporation Deferred Compensation          X
                 Plan, as amended./a/
         
         10.d.   BankAmerica Corporation Senior Management                                   12/31/93           10(d)
                 Incentive Plan, as amended (formerly the                                    12/31/95           10(d)
                  "Annual Management Incentive Plan")./a/
         
         10.e.   Supplemental Retirement Plan (formerly the
                 "Supplemental CareerAccounts Plan")./a/                X
         
         10.f.   BankAmerica Corporation Executive Compensation                              12/31/94           10(f)
                 Program - Benefits/Perquisites Summary./a/
      
         10.g.   BankAmerica Corporation 1987 Management Stock                                9/30/95           10(b)
                 Plan, as amended./a/
      
         10.h.   Management Incentive Stock Plan, as amended./a/                              9/30/95           10(c)
      
         10.i.   1992 Management Stock Plan, as amended./a/                                   9/30/96           10
      
         10.j.   BankAmerica Corporation 1991 Stock Appreciation                              6/30/92           10(a)
                 Rights Plan./a/
      
         10.k.   Employment Agreement dated April 30, 1987                                   12/31/92           10(k)
                 between R.M. Rosenberg and the Parent and the
                 Bank, and Supplemental Benefits Agreement dated
                 as of November 21, 1985 between R.M. Rosenberg
                 and Seafirst Corporation and Seattle-First
                 National Bank./a/
      
         10.l.   Supplemental Benefits Agreement dated July 9, 1990                          12/31/95           10(l)
                 and December 6, 1990 between M.A. Stein and
                 the Parent./a/
      
         10.m.   Change-in-Control Severance Pay Program./a/                                 12/31/95           10(o)
</TABLE>
         ----------------------
         /a/Management contract or compensatory plan, contract, or arrangement.

26
<PAGE>
 
================================================================================
<TABLE>
<CAPTION>
                                                                                  Incorporated by Reference From File
                                                                                              No. 1-7377:
                                                                                  -----------------------------------
                                                                                      Report on Form
                                                                                  ----------------------
                                                                                           10-Q or 10-K
                                                                      Filed        8-K    for the Period      Exhibit
         No.     Description                                        Herewith      Dated       Ending            No.
         ------------------------------------------------------------------------------------------------------------
         <C>     <S>                                                <C>           <C>     <C>                <C> 
         10.n.   Continental Illinois Corporation 1979 Stock Option     X
                 Plan, as amended./a/
         
         10.o.   Continental Bank Corporation 1982 Performance,         X                                        
                 Resticted Stock and Stock Option Plan, as amended./a/
         
         10.p.   Continental Bank Corporation 1991 Equity               X
                 Performance Incentive Plan, as amended./a/         
                                                                    
         11.     Computation of Earnings Per Common Share.              X
                                                                    
         12.a.   Ratios of Earnings to Fixed Charges and Ratios of      X
                 Earnings to Combined Fixed Charges and Preferred   
                 Stock Dividends.                                   
                                                                    
         12.b.   Historical and Pro Forma Combined Ratios of            X
                 Earnings to Fixed Charges and Ratios of Earnings   
                 to Combined Fixed Charges and Preferred Stock      
                 Dividends.                                         
                                                                    
         13.     1996 Annual Report to Shareholders. Portions not       X
                 incorporated by reference are furnished for        
                 informational purposes and are not filed herewith. 
                                                                    
         21.     BankAmerica Corporation Subsidiaries.                  X
                                                                    
         23.     Consent of Ernst & Young LLP.                          X
                                                                    
         24.     Powers of Attorney.                                    X
                                                                    
         27.     Financial Data Schedule.                               X
</TABLE> 
         ----------------------
         /a/Management contract or compensatory plan, contract, or arrangement.
--------------------------------------------------------------------------------

(B) REPORTS ON     During the fourth quarter of 1996, the Parent filed reports
FORM 8-K           on Form 8-K dated October 16, 1996, December 12, 1996, and
                   December 19, 1996. The October 16, 1996 report filed,
                   pursuant to Items 5 and 7 of the report, a copy of the
                   Parent's press release titled "BankAmerica Third Quarter
                   Earnings." The December 12, 1996 report disclosed, pursuant
                   to Item 5 of the report, a fourth quarter restructuring
                   charge as a result of the restructuring of the Parent's
                   business activities. The December 19, 1996 report filed,
                   pursuant to Items 5 and 7 of the report, a copy of the
                   Parent's press release titled "BA Merchant Services, Inc.
                   Announces Public Offering of 14 Million Shares of Class A
                   Common Stock; BankAmerica Corporation Expects $145 Million
                   Fourth-Quarter After-Tax Gain." After the fourth quarter of
                   1996, the Parent filed reports on Form 8-K dated January 15,
                   1997, February 3, 1997, and March 3, 1997. The January 15,
                   1997 report filed, pursuant to Items 5 and 7 of the report, a
                   copy of the Parent's press release titled "BankAmerica Fourth
                   Quarter Earnings." The February 3, 1997 report filed,
                   pursuant to Items 5 and 7 of the report, a copy of the
                   Parent's press release titled "BankAmerica Board Extends
                   Stock Repurchase Program, Increases Common Stock Dividend,
                   Approves Premium Price Stock Option Plan." The March 3, 1997
                   report filed, pursuant to Items 5 and 7 of the report, a copy
                   of the Parent's press release titled, "BankAmerica Announces
                   Intention to Split Stock."

                                                                              27
<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.

                   March 14, 1997                  BANKAMERICA CORPORATION

                                                   /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:

                 /s/   DAVID A. COULTER                 Chairman of the Board, President
                 -------------------------------        and Chief Executive Officer
                     (David A. Coulter)                 

                 Principal Financial Officer:

                 /s/   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> 
<TABLE> 
                Directors:
                <S>                            <C>                   <C>                                <C> 
                JOSEPH F. ALIBRANDI*           Director              DONALD E. GUINN*                   Director
                JILL E. BARAD*                 Director              FRANK L. HOPE, JR.*                Director
                PETER B. BEDFORD*              Director              IGNACIO E. LOZANO, JR.*            Director
                ANDREW F. BRIMMER*             Director              WALTER E. MASSEY*                  Director
                RICHARD A. CLARKE*             Director              JOHN M. RICHMAN*                   Director
                TIMM F. CRULL*                 Director              RICHARD M. ROSENBERG*              Director
                KATHLEEN FELDSTEIN*            Director              A. MICHAEL SPENCE*                 Director
                                                                     SOLOMON D. TRUJILLO*               Director
</TABLE> 

                   A majority of the members of the Board of Directors.

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

                   Dated: March 14, 1997

28
<PAGE>
 
Other information about BankAmerica 
Corporation may be found in its quarterly
Analytical Review and Form 10-Q and its 
Annual Report to Shareholders. These
reports, as well as additional copies of this 
Form 10-K, may be obtained from:

Bank of America
Corporate Public Relations #13124
P.O. Box 37000
San Francisco, CA 94137

Information Online - Corporate disclosure 
documents filed with the Securities and Exchange 
Commission by BankAmerica Corporation and other 
companies can be obtained from the Securities and 
Exchange Commission's home page on the World
Wide Web (http://www.sec.gov).




                [LOGO OF BANKAMERICA CORPORATION APPEARS HERE]

                                  BankAmerica











NL-9    3-97

                (Receycled paper logo appears here)             Recycled paper


<PAGE>
 
================================================================================
 
                                 EXHIBIT INDEX

<TABLE> 
<CAPTION> 
                                                                           Incorporated by Reference From File
                                                                                        No. 1-7377:
                                                                           -----------------------------------
                                                                                Report on Form
                                                                           ------------------------
                                                                                     10-Q or 10-K   
                                                                 Filed       8-K    for the Period     Exhibit
        No.     Description                                     Herewith    Dated       Ending           No.
--------------------------------------------------------------------------------------------------------------
        <C>     <S>                                             <C>         <C>     <C>                <C>    
         3.a.    BankAmerica Corporation Certificate of
                 Incorporation, as amended. Exhibit 3(a) for 
                 the Parent's Form 8-A Amendment No. 1, filed 
                 August 25, 1994 (File No. 33-55225) incorporated 
                 herein by reference.

         3.b.    BankAmerica Corporation By-laws, as amended.           X                      

         4.a.    The Parent and certain of its consolidated
                 subsidiaries have outstanding certain long-term
                 debt. See Notes 13, 14, and 15 on pages 62
                 through 64 of the 1996 Annual Report to
                 Shareholders. None of such debt exceeds 10
                 percent of the total assets of the Corporation;
                 therefore, copies of constituent instruments
                 defining the rights of holders of such debt are
                 not included as exhibits. The Parent agrees to
                 furnish copies of such instruments to the Securities
                 and Exchange Commission upon request.
         
         4.b.    Rights Agreement dated as of April 11, 1988,                                12/31/94            4(b)
                 between the Parent and Manufacturers Hanover
                 Trust Company of California, as Rights Agent, as
                 amended.
         
         10.a.   BankAmerica Corporation Retirement Plan for                                  9/30/94           10
                 Nonofficer Directors, as amended./a/                                        12/31/95           10(a)
         
         10.b.   BankAmerica Corporation Deferred                                            12/31/92           10(b)
                 Compensation Plan for Directors,                                             3/31/93           10
                 as amended./a/                                                               9/30/95           10(f)
         
         10.c.   BankAmerica Corporation Deferred Compensation          X
                 Plan, as amended./a/
         
         10.d.   BankAmerica Corporation Senior Management                                   12/31/93           10(d)
                 Incentive Plan, as amended (formerly the                                    12/31/95           10(d)
                  "Annual Management Incentive Plan")./a/
         
         10.e.   Supplemental Retirement Plan (formerly the
                 "Supplemental CareerAccounts Plan")./a/                X
         
         10.f.   BankAmerica Corporation Executive Compensation                              12/31/94           10(f)
                 Program - Benefits/Perquisites Summary./a/
      
         10.g.   BankAmerica Corporation 1987 Management Stock                                9/30/95           10(b)
                 Plan, as amended./a/
      
         10.h.   Management Incentive Stock Plan, as amended./a/                              9/30/95           10(c)
      
         10.i.   1992 Management Stock Plan, as amended./a/                                   9/30/96           10
      
         10.j.   BankAmerica Corporation 1991 Stock Appreciation                              6/30/92           10(a)
                 Rights Plan./a/
      
         10.k.   Employment Agreement dated April 30, 1987                                   12/31/92           10(k)
                 between R.M. Rosenberg and the Parent and the
                 Bank, and Supplemental Benefits Agreement dated
                 as of November 21, 1985 between R.M. Rosenberg
                 and Seafirst Corporation and Seattle-First
                 National Bank./a/
      
         10.l.   Supplemental Benefits Agreement dated July 9, 1990                          12/31/95           10(l)
                 and December 6, 1990 between M.A. Stein and
                 the Parent./a/
      
         10.m.   Change-in-Control Severance Pay Program./a/                                 12/31/95           10(o)

         10.n.   Continental Illinois Corporation 1979 Stock Option     X
                 Plan, as amended./a/
         
         10.o.   Continental Bank Corporation 1982 Performance,         X                                        
                 Resticted Stock and Stock Option Plan, as amended./a/
         
         10.p.   Continental Bank Corporation 1991 Equity               X
                 Performance Incentive Plan, as amended./a/         
                                                                    
         11.     Computation of Earnings Per Common Share.              X
                                                                    
         12.a.   Ratios of Earnings to Fixed Charges and Ratios of      X
                 Earnings to Combined Fixed Charges and Preferred   
                 Stock Dividends.                                   
                                                                    
         12.b.   Historical and Pro Forma Combined Ratios of            X
                 Earnings to Fixed Charges and Ratios of Earnings   
                 to Combined Fixed Charges and Preferred Stock      
                 Dividends.                                         
                                                                    
         13.     1996 Annual Report to Shareholders. Portions not       X
                 incorporated by reference are furnished for        
                 informational purposes and are not filed herewith. 
                                                                    
         21.     BankAmerica Corporation Subsidiaries.                  X
                                                                    
         23.     Consent of Ernst & Young LLP.                          X
                                                                    
         24.     Powers of Attorney.                                    X
                                                                    
         27.     Financial Data Schedule.                               X
</TABLE> 
         ----------------------
         /a/Management contract or compensatory plan, contract, or arrangement.