<PAGE>
Rule 424(b)(5)
File No. 33-54385
PRICING SUPPLEMENT NO. 39
DATED SEPTEMBER 11, 1996
(To Prospectus Supplement dated
August 22, 1994, including the
Prospectus dated August 22, 1994)
$25,000,000
BANKAMERICA CORPORATION
SENIOR MEDIUM-TERM NOTES, SERIES I
---------
<TABLE>
<S> <C>
Floating Rate Notes [x] % Fixed Rate Notes [_]
Book Entry Notes [x] Certificated Notes [_]
Original Issue Date: September 16, 1996 Stated Maturity: September 17, 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: 3 months
Interest Payment
Dates: See Exhibit A
Total Amount of
OID: N/A
Yield to Maturity: N/A
Initial Accrual
Period OID and
Designated Method: N/A
Only applicable to Floating Rate Notes:
- ---------------------------------------
Initial
Interest Rate: To be calculated as Interest Reset
if 9/16/96 were an Period: 3 months
Interest Reset Date Interest Reset
Dates: See Exhibit B
Index Maturity: 3 months
Base Rate: Spread (plus or
minus): +.13%
[_] CD Rate Spread Multiplier: N/A
[_] Commercial Paper Rate Maximum Interest
Rate: N/A
[_] Federal Funds Rate Minimum Interest
Rate: N/A
[X] LIBOR
Designated LIBOR Page (only
applicable if Designated LIBOR
Page is other than Telerate
Screen Page 3750): N/A
[_] Treasury Rate
[_] CMT Rate
Designated CMT
Telerate Page: N/A
[_] Prime Rate
</TABLE>
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<TABLE>
<CAPTION>
Exhibit A Interest Payment Dates*: Exhibit B Interest Reset Dates*:
- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3/19/97 3/18/98 3/17/99 3/15/2000 3/21/2001 3/19/97 3/18/98 3/17/99 3/15/2000 3/21/2001
6/18/97 6/17/98 6/16/99 6/21/2000 6/20/2001 6/18/97 6/17/98 6/16/99 6/21/2000 6/20/2001
9/17/97 9/16/98 9/15/99 9/20/2000 9/17/2001 9/17/97 9/16/98 9/15/99 9/20/2000
12/18/96 12/17/97 12/16/98 12/15/99 12/20/2000 12/18/96 12/17/97 12/16/98 12/15/99 12/20/2000
</TABLE>
* In each case, subject to adjustment as described in the accompanying
Prospectus Supplement in the event any such date is not a Business Day as
defined in such Prospectus Supplement.
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<S> <C>
Trade Date: September 11, 1996 Agent's Commission: N/A
Name of Agent: BA Securities, Inc. Proceeds to Corporation: $24,989,250
[_] Agent is acting as agent for [X] Agent is purchasing Notes from
the sale of Notes by the the Corporation at 99.957% 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
[_] 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.
[X] 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
-----------------------------------------------------
The following supplements the discussion set forth in the Prospectus
Supplement under the heading "Certain United States Federal Income Tax
Consequences."
The Clinton Administration has announced proposals which, if enacted, would
affect:
(1) Notes that are issued for a maximum term of more than 40 years.
(2) Notes that have a maximum term of more than 20 years and are not
shown as indebtedness on the separate balance sheet of the
Corporation filed with the Securities and Exchange Commission.
It is currently uncertain (1) whether the Clinton Administration proposals
will be enacted, (2) if enacted, whether the proposals will be enacted in their
current form, and (3) if enacted, when the enactment would be effective.
On June 11, 1996, the Internal Revenue Service released final Treasury
regulations (the "Final Regulations") which relate to variable rate debt
instruments and contingent payment debt instruments. The Final Regulations
contain amendments to the final Treasury regulations issued on January 27, 1994,
and to the proposed regulations issued on December 15, 1994. In general, the
Final Regulations are effective for debt instruments issued on or after August
13, 1996.
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:
(1) The Final Regulations require that the variable rate debt
instruments must not provide for any contingent principal payments.
This amendment is effective for debt instruments issued on or after
June 14, 1996;
(2) The Final Regulations require the introductory language of the
third sentence of the fifth paragraph to be changed from "The debt
instrument further must provide for stated interest" to "The debt
instrument further must not provide for any stated interest other
than stated interest ...". This amendment is effective for debt
instruments issued on or after June 14, 1996;
(3) The Final Regulations require the sixth sentence of the fifth
paragraph to be changed from "A qualified floating rate may be
multiplied by a fixed, positive multiple not exceeding 1.35, which
may be increased or decreased by a fixed rate." to "A qualified
floating rate may be multiplied by a fixed, positive multiple that
is greater than .65 but not more than 1.35, which may be increased
or decreased by a fixed rate." This amendment is effective for debt
instruments issued on or after August 13, 1996;
(4) The Final Regulations require the phrase "cost of newly borrowed
funds" contained in the last sentence of the fifth paragraph to be
changed to "qualified floating rate". This amendment is effective
for debt instruments issued on or after June 14, 1996;
(5) The Final Regulations changed 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 amendment is effective for debt
instruments issued on or after June 14, 1996;
(6) The Final Regulations changed 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 amendment is effective for
debt instruments issued on or after August 13, 1996; and,
(7) The Final 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 effective for debt instruments issued on or after
June 14, 1996.
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 Final Regulations, which supersede the proposed
regulations described in that paragraph.
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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.
