NATIONAL BANCORP OF ALASKA INC
SC 13G, 2000-01-25
NATIONAL COMMERCIAL BANKS
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<PAGE>  1



                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 Schedule 13G

                   Under the Securities Exchange Act of 1934
                            (Amendment No. _  _ )*

                        NATIONAL BANCORP OF ALASKA, INC.
            --------------------------------------------------------
                               (Name of Issuer)

                        COMMON STOCK, $2.50 PAR VALUE
            --------------------------------------------------------
                        (Title of Class of Securities)

                                632587 10 1
            ---------------------------------------------------------
                                (CUSIP Number)



     Check the following box if a fee is being paid with this  statement [ ].
     (A fee is not required only if the filing person:  (1) has a previous
     statement  on file reporting beneficial ownership of more than five
     perpcent of the class of securities described in Item 1; and (2) has
     filed no amendment subsequent thereto reporting beneficial ownership
     of five percent or less of such class.)  (See Rule 13d-7.)

     *The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject
     class of securities, and for any subsequent amendment containing
     information which would alter the disclosures provided in a prior
     cover page.

     The information required in the remainder of this cover page shall
     not be deemed to be "filed" for the purpose of Section 18 of the
     Securities Exchange Act of 1934 ("Act") or otherwise subject to the
     liabilities of that section of the Act but shall be subject to all
     other provisions of the Act (however, see the Notes).

                       (Continued on following pages[s])

                            Page 1 of    5    Pages

<PAGE>  2
CUSIP No.   632587 10 1     13G             Page   2  of  5  Pages

1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON1

         Elmer E. Rasmuson

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                    (a) [ ]
          N/A                                       (b) [ ]

3    SEC USE ONLY


4    CITIZENSHIP OR PLACE OF ORGANIZATION

         United States of America


  NUMBER OF    5    SOLE VOTING POWER

   SHARES               15,628,112

BENEFICIALLY   6    SHARED VOTING POWER

  OWNED BY              -0-

    EACH       7    SOLE DISPOSITIVE POWER

  REPORTING             15,628,112

    PERSON      8    SHARED DISPOSITIVE POWER

     WITH               -0-


9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         15,628,112

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

         N/A

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

         51.8%

12   TYPE OF REPORTING PERSON*

         IN

      **See footnote under Item 4, Ownership, on page 3 of this report.

            *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>  3

Item 1(a) Name of Issuer:  National Bancorp of Alaska, Inc.

Item 1(b) Address of Issuer's Principal Executive Office:
          301 West Northern Lights Boulevard
          Anchorage, AK  99503

Item 2(a) Name of Person Filing:  Elmer E. Rasmuson

Item 2(b) Business Address:
          PO Box 100600
          Anchorage, AK  99510-0600

Item 2(c) Citizenship:  United States of America

Item 2(d) Title of Class Securities:  Common Stock

Item 2(e) CUSIP Number:  632587 10 1

Item 3    N/A

Item 4    Ownership:  **

Item 4(a) Amount of Beneficially Owned:  15,628,112 shares

Item 4(b) Percent of Class:  51.8%

Item 4(c) Number of Shares to which such person has:

     (i)  Sole power to vote or to direct the vote 15,628,112 shares.

     (ii) Shares power to dispose or to direct the vote -0-.

     (iii)Sole power to dispose or to direct the disposition of 15,628,112.

     (iv) Shares power to dispose or to direct the disposition of -0-.

* Included among the shares of Bank Common Capital Stock reported as
  beneficially owned by Mr. Rasmuson are the following:

      (a) Mr. Rasmuson has sole voting and dispositive powers over 3,116,640
          shares (10.3% of the outstanding shares) which he holds as trustee
          under three trusts for the benefit of each of his three adult
          children;





                                  Page 3 of 5

<PAGE>  4




Excluded among the shares of Bank Common Capital Stock reported as beneficially
owned by Mr. Rasmuson is the following:

      (b)  Mr. Rasmuson's wife has sole voting and dispositive power
           over 136,452 shares (.5% of the outstanding shares) which she owns
           of record.

           The filing of this Schedule 13G shall not be construed as an
           admission by Mr. Rasmuson that he is, for purposes of Section 31(d)
           or 13(g) of the Securities Exchange Act of 1934, the beneficial
           owner of the foregoing shares.

           Mr. Rasmuson expressly disclaims beneficial ownership of the shares
           referenced in (a) and (b) above.

Item 5     N/A

Item 6     Ownership of More Than 5 Percent on Behalf of Another Person:

           In reference to the trusts mentioned in Item 4 above, Mr. Rasmuson
           holds as trustee 1,038,880 shares of Common Stock (3.4%) for the
           benefit of each of his three adult children.  The beneficiaries have
           the right to receive or power to direct the receipt of dividends
           from the shares held by their respective trusts.

           None of the adult children have or share voting power or investment
           power over the shares by the trusts for their respective benefit.
























                                  Page 4 of 5

<PAGE>  5

Item 7     N/A

Item 8     N/A

Item 9     N/A

Item 10    N/A

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.





    12-29-99                 /s/Elmer E.Rasmuson
- ---------------              -----------------------
(Date)                       (Signature)

                             Elmer E. Rasmuson
                             ------------------------
                             (Name)



























                                  Page 5 of 5






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