It was no contest last year in the competition for the top spot among Wall Street firms advising bank mergers and acquisitions.

In a year of few major deals, Goldman, Sachs & Co., captured the trophy easily with roles in the two biggest transactions of 1996 - Wells Fargo & Co.'s takeover of First Interstate Bancorp and NationsBank Corp.'s purchase of Boatmen's Bancshares.

Altogether, the venerable New York investment banking firm last year took part in eight deals with an aggregate price tag of $25.6 billion. That was considerably more than half the overall value of deals unveiled last year - $43.8 billion.

Morgan Stanley & Co., New York, which edged out Goldman for the top honor in 1995, finished a definite second last year, advising on five deals with a total value of $17.9 billion.

CS First Boston Corp., New York, was third with seven deals aggregating $17.2 billion, and Montgomery Securities, San Francisco, was fourth with eight deals for $15.3 billion.

Not surprisingly, all four of these companies acted as advisers in the Wells Fargo-First Interstate deal. It was the largest bank merger deal of the year, valued at more than $10.9 billion.

Goldman, along with Stephens Inc., Little Rock, Ark., had advisory roles in the NationsBank-Boatmen's transaction, which was valued at $9.5 billion. And that boosted Stephens into fifth place among advisers last year.

Merrill Lynch & Co., which was ranked third among advisers during the acquisition boom of 1995, last year placed sixth, advising on 10 deals valued at $6.3 billion.

Merrill's largest transactions last year involved thrift institutions - but they also happened to be the third- and fourth-largest deals of the year. They were ABN Amro's $1.9 billion purchase of Standard Federal Bancorp., the highly regarded Michigan thrift, and Seattle-based Washington Mutual Inc.'s $1.4 billion purchase of California's American Savings Bank.

The firms that stayed most active during a relatively slow year were Alex Sheshunoff & Co., Austin, Tex., which in 1996 advised 22 deals worth a total of $792 million, and Keefe, Bruyette & Woods Inc., New York, which took part in 19 deals aggregating $2.4 billion.

Also highly active was Alex. Brown & Sons Inc., Baltimore, which took a hand in 14 deals worth a total of $2.1 billion.

Another active firm in the top rank of advisers last year was Friedman, Billings, Ramsey & Co., which advised on five deals totaling $2.3 billion.

Friedman Billings advised American Savings in its sale to Washington Mutual. It also advised Bay View Capital Corp., San Mateo, Calif. in its purchase of CTL Credit.

Also busy last year were Stifel, Nicolaus & Co., St. Louis, and Sandler O'Neill & Partners, New York.

Stifel Nicolaus played a hometown role in the Boatmen's sale to NationsBank and in Mercantile Bancorp's $1 billion purchase of Roosevelt Financial Group, the year's sixth-largest deal.

Sandler O'Neill advised on a series of deals, including Leader Financial Corp.'s $523 million sale to Union Planters Corp., Memphis, which was the 12th-largest deal.

The investment firm also advised North Side Savings Bank in its $215.8 million sale to North Fork Bank Corp., Mattituck, N.Y., the 21st-largest deal.

The rivalry among top legal advisers was a lot closer than the investment banking contest last year.

Skadden, Arps, Slate, Meagher & Flom, the New York law firm well known for its corporate merger and acquisition activity, advised 10 deals valued at $25.8 billion.

Skadden Arps' lawyers acted as counsel in both the Wells Fargo and NationsBank-Boatmen's deals and assisted First Nationwide Bank in its $1.2 billion purchase of Cal Fed Bancorp., the fifth-largest transaction of 1996.

Sullivan & Cromwell, the New York firm that has long had a top role in banking industry consolidation, was the second-biggest legal adviser to whole bank and whole thrift deals last year. It advised on 12 totaling $15.2 billion.

In addition to its role in the Wells Fargo-First Interstate deal, Sullivan & Cromwell advised First Union Corp., Charlotte, N.C., and Dime Bancorp., New York, as buyers in several deals last year. The firm also counseled Cullen/Frost Bankers, San Antonio, and One Valley Bancorp., Charleston, W.Va., as buyers.

Cravath, Swain & Moore, a New York firm that has not usually been a top player among legal advisers in banking deals, placed third last year because of its role in the Wells Fargo-First Interstate deal.

Cleary, Gottlieb, Steen & Hamilton, a New York firm that has long had an active banking practice, advised on five deals worth a total of $13.3 billion.

Remaining quite busy as well was Wachtell, Lipton, Rosen & Katz, which advised on eight deals totaling $12.9 billion.

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