RESOLUTIONS OF COMMITTEE
              APPOINTED BY THE BOARD OF DIRECTORS OF
                     BANKAMERICA CORPORATION

                        November 12, 1998


             Approval of Medium-Term Notes, Series H

    WHEREAS, the Board of Directors of BankAmerica Corporation
(the "Corporation") previously has authorized and approved the
issuance and sale for cash, at any time or from time to time, of
(i) its unsecured debt securities (the "Debt Securities"), (ii)
shares of its preferred stock, including depositary shares (the
"Preferred Stock") and (iii) shares of its Common Stock (the
"Common Stock"), (iv) warrants ("Warrants"), and (v) units
("Units") in one or more public offerings, $10,000,000,000 of
which securities have been registered with the Securities and
Exchange Commission (the "Commission") pursuant to the
Corporation's registration statement on Form S-3, Registration
No. 333-51367, as amended (the "May 1998 Shelf");

    WHEREAS, the Corporation has issued and sold pursuant to the
May 1998 Shelf $450,000,000 of its Debt Securities in
underwritten public offerings leaving an additional
$9,550,000,000 in aggregate principal amount of Debt Securities,
Preferred Stock, Common Stock, Warrants and Units that may be
issued and sold under the May 1998 Shelf; and 

    WHEREAS, by resolutions adopted by the Board of Directors
(the "Board") of the Corporation at a meeting duly called and
held on April 22, 1998, this Committee was appointed by the Board
(the "Committee") with full authority to take action in
connection with the issuance of the Corporation's unsecured debt
securities (either senior or subordinated and including medium-term notes), 
and shares of its preferred stock, including
depositary shares, and shares of its common stock,  warrants and
units, including those securities registered by the May 1998
Shelf,  (collectively, the "Securities") to be offered at the
times and on terms to be determined by the Committee; and

         WHEREAS, no stop order suspending the effectiveness of
the above described Registration Statement has been received by
the Corporation and no proceedings for that purpose have been
instituted or threatened against the Corporation; and

    WHEREAS, the Committee has determined that issuing up to
$5,000,000,000 in aggregate principal amount of its debt
securities registered by the May 1998 Shelf through a medium-term
note program utilizing unsecured senior and subordinated notes
with varying maturities and interest rates is advisable and in
the Corporation's best interests;

    NOW, THEREFORE, BE IT RESOLVED, that pursuant to the
resolutions previously adopted by the Board, and the respective
terms and provisions of (i) the Indenture dated as of January 1,
1995, (the "Subordinated Indenture") between the Corporation and
The Bank of New York, as Trustee (the "Subordinated Trustee"), as
supplemented by a First Supplemental Indenture dated as of August
28, 1998 among NationsBank Corporation, NationsBank (DE)
Corporation and the Subordinated Trustee and (ii) the Indenture
dated as of January 1, 1995 (the "Senior Indenture," and together
with the Subordinated Indenture, the "Indentures") between the
Corporation and U.S. Bank Trust National Association, as
successor Trustee to BankAmerica National Trust Company (the
"Senior Trustee," and together with the Subordinated Trustee, the
"Trustees"), as supplemented by First Supplemental Indenture
dated as of September 18, 1998 among NationsBank Corporation,
NationsBank (DE) Corporation and the Senior Trustee,  the
Corporation hereby establishes and there is hereby authorized to
be issued medium-term notes, which may be a series of senior debt
securities, designated as the Senior Medium-Term Notes, Series H
(the "Senior Medium-Term Notes") and a series of subordinated
debt securities, designated as the Subordinated Medium-Term
Notes, Series H (the "Subordinated Medium-Term Notes" and,
together with the Senior Medium-Term Notes, the "Medium-Term
Notes"), which Medium-Term Notes shall be subject to the terms
and entitled to the benefits of the Senior Indenture, in the case
of Senior Medium-Term Notes, and the Subordinated Indenture, in
the case of Subordinated Medium-Term Notes, all of which Medium-Term 
Notes shall be issued under the Registration Statement in an
aggregate principal amount not in excess of $5,000,000,000;

    RESOLVED FURTHER, that those Medium-Term Notes to be issued
and sold under the authority of these resolutions shall be those
securities previously authorized by the Board and registered for
sale under the May 1998 Shelf;

    RESOLVED FURTHER, that the Chief Executive Officer, the
Chief Financial Officer, any Senior Vice President, the
Treasurer, or any Associate General Counsel of the Corporation
are hereby authorized and empowered to execute and deliver, and
this Committee hereby approves, the form of United States Master
Distribution Agreement (the "Distribution Agreement"), dated as
of November 12, 1998, among the Corporation and the Agents (as
defined therein), in the form presented to the Committee and
attached hereto as Exhibit A, relating, among other things, to
the sale of the Medium-Term Notes and to indemnification of and
contribution to the Agents, with such changes as such officers
may deem necessary or appropriate, the execution thereof being
conclusive evidence of such approval;

    RESOLVED FURTHER, that any of the Chief Executive Officer,
the Chief Financial Officer, any Senior Vice President or the
Treasurer of the Corporation (each, an "Authorized Officer")
hereby is authorized and empowered to determine from time to time
the method and terms of the sale of any Medium-Term Notes,
including but not limited to the selection of the persons, if
any, to act as agent for the Corporation from time to time in
connection with the sale of any Medium-Term Notes and the
approval of administrative procedures relating to the issuance
and transfer of such Medium-Term Notes; 

    RESOLVED FURTHER, that each Authorized Officer hereby is
authorized and empowered to determine all of the specific terms
and provisions of any Medium-Term Notes to be sold by the
Corporation from time to time and the conditions of the sale
thereof, including but not limited to (i) the specified time or
times of any offering of Medium-Term Notes; (ii) whether the
Medium-Term Notes to be sold will be Senior Medium-Term Notes or
Subordinated Medium-Term Notes; (iii) the additional designation
of such series of Medium-Term Notes, if any; (iv) the date or
dates on which such Medium-Term Notes will be issued; (v) the
method of and date for sale and delivery of such Medium-Term
Notes; (vi) whether such Medium-Term Notes will be sold to an
agent as principal or through an agent as agent for the
Corporation, or whether the Corporation will sell such Medium-Term 
Notes directly on its own behalf; (vii) the fee or
commission to be paid in connection with any such sale; (viii)
the aggregate principal amount of such Medium-Term Notes which
may be authenticated and delivered at any such time; (ix) the
date or dates on which the principal of such Medium-Term Notes is
payable; (x) whether payments of principal or interest under the
Medium-Term Notes are determined by reference to an index,
including a security issued by a third party, and the manner of
any such determination; (xi) the rate or rates per annum, and, if
applicable, the method for determining such rate or rates, if
any, at which such Medium-Term Notes will bear interest (which
may be fixed or floating), the dates or dates from which such
interest shall accrue, the date or dates on which such interest
shall be payable and the record date or dates for the interest
payable on any such Medium-Term Notes on any interest payment
date; (xii) whether the Medium-Term Notes are to be issuable at a
discount or a premium or as amortizable securities; (xiii) the
place or places at which the principal of (and premium, if any,
on) and any interest on such Medium-Term Notes shall be payable,
any such Medium-Term Notes may be surrendered for registration or
transfer or exchange and notices and demands to or upon the
Corporation in respect of such Medium-Term Notes may be served,
which may or may not be the same place and which may or may not
be maintained in the City of New York, if different from that
specified herein; (xiv) the denominations in which such Medium-Term 
Notes are authorized to be issued, if different from that
specified herein; (xv) any provisions relating to the mandatory
redemption of such Medium-Term Notes by the Corporation or
redemption of the Medium-Term Notes at the option of the holder;
(xvi) any sinking fund to be provided in connection with such
Medium-Term Notes; (xvii) whether such Medium-Term Notes will be
original issue discount; (xviii) the person or persons who, from
time to time, will serve as calculation agent with respect to
such Medium-Term Notes, if different from that specified herein;
(xix) any provisions relating to the extension of maturity of, or
the renewal of, Medium-Term Notes or the conversion or exchange
of such Medium-Term Notes into other securities of the
Corporation or of any third party; and (xx) any other terms and
provisions of the Medium-Term Notes; 

    RESOLVED FURTHER, that upon authorization by an Authorized
Officer, the Medium-Term Notes shall be (i) issued as Registered
Securities (as defined in the respective Indentures), (ii) issued
in book-entry only form, (iii) represented by one or more global
notes registered in the name of The Depository Trust Company or
its nominee, in denominations of $1,000 or integral multiples
thereof, and (iv) dated the date of authentication; and the forms
of registered Senior Medium-Term Notes and the forms of
registered Subordinated Medium-Term Notes presented to this
Committee and attached hereto as Exhibit B and Exhibit C,
respectively, together with any modifications as are appropriate
to reflect the determinations of any Authorized Officer, are
hereby in all respects approved;

    RESOLVED FURTHER, that the Administrative Procedures dated
as of November 12, 1998 (the "Procedures"), in the form presented
to this Committee and attached hereto as Exhibit D, are hereby
approved in all respects, and the proper officers of the
Corporation are authorized and empowered to direct the issuance
of Medium-Term Notes from time to time in accordance with such
Procedures, as such Procedures may be revised from time to time
with the approval of any Authorized Officer;

    RESOLVED FURTHER, that the Medium-Term Notes shall be
executed in the name of and on behalf of the Corporation by any
of the Chief Executive Officer, Treasurer, or any Senior or other
Vice President of the Corporation, the corporate seal shall be
affixed thereon and shall be attested by the Secretary or any
Assistant Secretary of the Corporation, and the signatures of the
Chief Executive Officer, Treasurer, or any Senior or other Vice
President, the Secretary and any Assistant Secretary may be in
the form of facsimile signatures of the current or any future
Chief Executive Officer, Treasurer,  or Vice President, Secretary
or Assistant Secretary, and should any officer of the Corporation
who signs, or whose facsimile signature appears upon, any of the
Medium-Term Notes, cease to be such an officer prior to the
issuance of such Medium-Term Notes, the Medium-Term Note so
signed or bearing such facsimile signature shall, nevertheless,
be valid, and, without prejudice to the use of the facsimile
signatures of any other officer as hereinbefore authorized, the
facsimile signatures of  Hugh L. McColl, Jr.,  Chief Executive
Officer of the Corporation, John E. Mack, Senior Vice President
of the Corporation, James W. Kiser, Secretary of the Corporation,
and Allison Gilliam, Assistant Secretary of the Corporation, are
hereby expressly approved and accepted;

    RESOLVED FURTHER, that pursuant to the provisions of the
respective Indentures, each of the Chief Executive Officer, the
Chief Financial Officer, the Treasurer, any Senior Vice President
or any Associate General Counsel of the Corporation is hereby
authorized and empowered to cause the Medium-Term Notes, upon
execution thereof, to be delivered to the Trustee under the
applicable Indenture, or to any agent designated by such Trustee,
for authentication and delivery and to deliver by it to said
Trustee or agent thereof, as the case may be, the written order
of the Corporation for the authentication and delivery of the
Medium-Term Notes, if necessary, and to negotiate, execute and
deliver any and all agreements and other documents and
certificates necessary in connection with the issuance, sale and
delivery of the Medium-Term Notes;

    RESOLVED FURTHER, that, unless and until otherwise
determined by an Authorized Officer, The Bank of New York
initially shall act under the provisions of the Subordinated
Indenture, and is appointed as the agent for the Corporation
under the provisions of the Senior Indenture, in each case, for
the registration, transfer, exchange and payment of the Medium-Term 
Notes (in such capacity the "Paying Agent"), and is
authorized to be appointed by the Senior Trustee as
authenticating agent, and that the corporate trust office of said
bank located at 101 Barclay Street, New York, New York 10286,
hereby is designated, pursuant to the provisions of Section 4.02
of the respective Indentures, as the office or agency of the
Corporation where the Medium-Term Notes may be presented for
registration, transfer, exchange and payment, and the proper
officers of the Corporation hereby are authorized and empowered
to execute and deliver any documents required by the respective
Trustees under the Indentures, or by the Paying Agent, with
respect to such appointment, or by any other person as any
Authorized Officer shall determine, agent for the Corporation for
the registration, transfer, exchange or payment of, or the
authentication of, the Medium-Term Notes;

    RESOLVED FURTHER, that, unless and until otherwise
determined by an Authorized Officer, The Bank of New York hereby
initially is appointed the agent for the Corporation for the
calculation of interest with respect to the Medium-Term Notes
(the "Calculation Agent") as described in the Prospectus of the
Corporation dated May 21, 1998, as supplemented by the Prospectus
Supplement of the Corporation dated November 12, 1998, a copy of
which is attached hereto as Exhibit E, and the proper officers of
the Corporation are hereby authorized and empowered to execute
and deliver any documents required by the Calculation Agent, with
respect to such appointment of The Bank of New York, or any other
person as any Authorized Officer shall determine, as Calculation
Agent for the Corporation;


    RESOLVED FURTHER, that whenever either of the respective
Trustees under the Indentures shall, in its capacity as Trustee,
deem it expedient, it may apply to counsel (which may be counsel
for the Corporation) for advice or instructions, and, for its
actions and good faith in such agency capacity, including but not
limited to action in reliance on such advice or instructions or
on advice of its own counsel, the Corporation shall fully protect
and hold harmless that agent from and against any liability; and

    RESOLVED FURTHER, that any Authorized Officer may determine
and negotiate the terms and provisions of, and execute, deliver
and perform, any warrant or unit agreement as may be necessary in
connection with the issuance of any Medium-Term Notes; and 

    RESOLVED FURTHER, that each of the officers of the
Corporation  hereby is authorized and directed to do any and all
things necessary, appropriate or convenient to carry into effect
the foregoing resolutions.