<PAGE>
Rule 424(b)(5)
File No. 33-54385
PRICING SUPPLEMENT NO. 32
DATED February 14, 1996
(To Prospectus Supplement dated
August 22, 1994, including the
Prospectus dated August 22, 1994)
$3,000,000
BANKAMERICA CORPORATION
SENIOR MEDIUM-TERM NOTES, SERIES I
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<S> <C>
Floating Rate Notes [_] 5.55% Fixed Rate Notes [x]
Book Entry Notes [x] Certificated Notes [_]
Original Issue Date: February 20, 1996 Stated Maturity: February 15, 2001
Extended Notice of
Maturity Extension
Date(s) Date(s)
-------- ---------
N/A N/A
Redemption Redemption Specified
Date(s) Price(s) Currency: U.S. Dollars
------- -------- Authorized
N/A N/A Denominations
(Only applicable if
Specified Currency
is other than
U.S. Dollars): N/A
Repayment Repayment
Date(s) Price(s)
- --------- --------- Interest Payment
N/A N/A Period: Semi-annual
Interest Payment
Dates: Each February
15 and August 15,
commencing on
August 15, 1996,
and at Maturity
Total Amount of
OID: N/A
Yield to Maturity: N/A
Initial Accrual
Period OID and
Designated Method: N/A
</TABLE>
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<S> <C>
Trade Date: February 14, 1996 Agent's Commission: N/A
Name of Agent: BA Securities, Inc. Proceeds to Corporation: $2,998,230
[_] Agent is acting as agent for [X] Agent is purchasing Notes from
the sale of Notes by the the Corporation at 99.941% of their
Corporation at a price to principal amount as principal for
public of: resale to investors and other
purchasers at:
[_] 100% of the principal amount
[x] a fixed initial public offering
[_] % of the principal amount price of 100% of the principal.
[_] a fixed initial public offering
price of % of the principal
amount.
[_] varying prices relating to
prevailing market prices at time
of resale to be determined by
Agent.
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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
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The following supplements the discussion set forth in the Prospectus
Supplement under the heading "Certain United States Federal Income Tax
Consequences."
On December 15, 1994, the Internal Revenue Service released proposed
Treasury regulations (the "Proposed Regulations") which relate to variable rate
debt instruments and contingent payment debt instruments. The Proposed
Regulations contain proposed amendments to the final Treasury regulations issued
on January 27, 1994 relating to variable rate debt instruments. The Proposed
Regulations also supersede the proposed Treasury regulations relating to
contingent payment debt instruments previously released by the Internal Revenue
Service in 1986 and 1991, the latter of which provided rules to bifurcate
certain contingent payment debt instruments into their component parts. In
general, the Proposed Regulations are proposed to be effective for debt
instruments issued on or after the date that is 60 days after final
regulations are published.
Accordingly, with respect to "qualifying variable rate" debt instruments,
the following are the material changes to the discussion in the fifth and sixth
paragraphs under the heading "Certain United States Federal Income Tax
Consequences--Original Issue Discount" in the Prospectus Supplement:
(1) The Proposed Regulations would change the phrase "less than one
year" to "one year or less" with respect to debt instruments providing for
interest stated at an initial fixed rate followed by a variable rate that
is either a qualified floating rate or an objective rate for a subsequent
period. This change is proposed to be effective for debt instruments issued
on or after April 4, 1994.
(2) The Proposed Regulations would change the definition of an
"objective rate" to a rate (other than a qualified floating rate) that is
determined using a single fixed formula and that is based on objective
financial or economic information. The rate, however, must not be based on
information that is within the control of the issuer (or a related party)
or that is, in general, unique to the circumstances of the issuer (or a
related party), such as dividends, profits, or the value of the issuer's
stock. This change is proposed to be effective for debt instruments issued
on or after the date that is 60 days after final regulations are published.
(3) The Proposed Regulations make it clear with respect to variable
rate debt instruments that provide for annual payments of interest at a
single variable rate, that the qualified stated interest allocable to an
accrual period is increased (or decreased) if the interest actually paid
during an accrual period exceeds (or is less than) the interest assumed to
be paid during the accrual period. This clarification is proposed to be
effective for debt instruments issued on or after April 4, 1994.
With respect to variable rate debt instruments that do not bear interest at
a "qualifying variable rate," and accordingly will be treated as contingent
payment debt instruments, the discussion in the seventh paragraph under the
heading "Certain United States Federal Income Tax Consequences--Original Issue
Discount" does not reflect the Proposed Regulations that were released on
December 15, 1994, which supersede the proposed regulations described in that
paragraph. In the event the Corporation issues contingent payment debt
instruments, the applicable pricing supplement will describe the material
federal income tax consequences.
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PLAN OF DISTRIBUTION
--------------------
The following supplements the discussion set forth in the Prospectus
Supplement under the heading "Plan of Distribution."
Any offer or sale of the Notes will comply with the requirements of
Schedule E of the By-Laws of the National Association of Securities Dealers,
Inc. (the "NASD") regarding underwriting securities of an affiliate. No NASD
member participating in the offering of the Notes will execute a transaction in
the Notes in a discretionary account without the prior written specific approval
of the member's customer.
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BA SECURITIES, INC.
