BANKAMERICA CORP
8-K, 1998-02-03
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                               February 2, 1998                   
                -----------------------------------------------
                      (Date of earliest event reported)


                            BankAmerica Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


 Delaware                               1-7377                  94-1681731
- --------------------------------------------------------------------------------
(State or other jurisdiction          (Commission            (I.R.S. Employer
of incorporation)                     File Number)        Identification Number)


Bank of America Center
555 California Street
San Francisco, California                       94104
- --------------------------------------------------------------------------------
(Address of principal executive offices)      (Zip Code)


                                 (415) 622-3530
- --------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

<PAGE>

ITEM 5.  Other Events.
         ------------

              Attached hereto as Exhibit 99 is a copy of BankAmerica Corpora-
         tion's press release dated February 2, 1998 titled "BankAmerica Board
         Extends Stock Repurchase Program; Increases Common Stock Dividend."


ITEM 7.  Financial Statements, Pro Forma
         -------------------------------
         Financial Information and Exhibits.
         ----------------------------------

    (c)  Exhibits


Exhibit Number     Description
- --------------     -----------

      99           BankAmerica Corporation press release dated February 2, 1998
                   titled "BankAmerica Board Extends Stock Repurchase Program;
                   Increases Common Stock Dividend."

         
                                   SIGNATURES
         

         Pursuant to the  requirements  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.


                            BANKAMERICA CORPORATION
                            -----------------------
                                  (Registrant)


Date:  February 2, 1998


                              By:  /s/ JOHN J. HIGGINS
                                   -------------------
                                       John J. Higgins
                                       Executive Vice President
                                       and Chief Accounting Officer


                                 EXHIBIT INDEX


Exhibit Number     Description
- --------------     -----------

      99           BankAmerica Corporation press release dated February 2, 1998
                   titled "BankAmerica Board Extends Stock Repurchase Program;
                   Increases Common Stock Dividend."

<PAGE>


[BANKAMERICA CORPORATION LOGO APPEARS HERE]                           Exhibit 99

BANKAMERICA CORPORATION                                                     News

                                                         For release:  Immediate






Contact:  Mike Zampa
          (415) 622-4524


              BANKAMERICA BOARD EXTENDS STOCK REPURCHASE PROGRAM;
                        INCREASES COMMON STOCK DIVIDEND


      SAN  FRANCISCO,  February 2, 1998 --  BankAmerica  Corporation's Board of
Directors today increased the size of its existing stock repurchase program and
extended it through December 1999.  The board also increased the quarterly
dividend on common stock to $0.345 per share.

      The amended stock repurchase program will enable the corporation to buy
back up to an additional $3.5 billion of its common stock, bringing the total
currently available repurchase authority to approximately $5.1 billion for
common stock. The revised program also enables the corporation to retire up to
an additional $450 million of preferred stock over the same time period,
bringing the total available retirement authority to $640 million for preferred
stock.

      "The dividend increase and revisions to the stock repurchase program
recognize that BankAmerica continues to generate capital in excess of what is
needed to support current investment opportunities," David A. Coulter, chairman
and chief executive officer, said. "The decision to increase and extend the
buyback program is consistent with our long-standing commitment to return excess
capital to our shareholders."

      From February 1995, when the board adopted a buyback program, through
year-end 1997, the corporation has retired 98.9 million common shares (adjusted
for the June 1997 stock split) at a cost of $4.27 billion and has retired a
total of $2.5 billion stated value of preferred stock.

      The common stock dividend was increased 13% from the $0.305 per share paid
in December 1997. The move follows increases in the common stock dividend of 8
percent in 1993, 14 percent in 1994, 15 percent in 1995, 17 percent in 1996 and
13 percent in 1997. The new dividend is payable on March 11 to shareholders of
record on February 20.




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<PAGE>


      The directors also declared the following quarterly dividends on Bank-
America's preferred stock, payable on February 28 to shareholders of record on
February 13:

      o  $0.8125 per share for Series A preferred stock;

      o  $1.50 per share for Series B preferred stock.

      With regard to the share repurchase program, BankAmerica said it expects
to continue to make the repurchases from time to time in the open market or
otherwise, but the program may be discontinued or suspended at any time.
Repurchased common stock will be added to the corporation's treasury shares and
will be available for general corporate purposes. Repurchased and redeemed
preferred stock will be retired and restored to the status of authorized but
unissued preferred stock without designation as to series. Except to the extent
that an entire series of preferred stock is redeemed, the corporation does not
intend to make any repurchases or redemptions that would cause a series of
preferred stock to be delisted.

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