The excitement surrounding NationsBank Corp.'s deal with BankAmerica Corp. is all about a first: the creation of a true coast-to-coast banking empire.

The buzz-and talk of the anticipated benefits-drowned out concerns about integration challenges like those NationsBank encountered in past acquisitions, some very much still in progress.

NationsBank and Bank-America would not have to contend with many of the tensions of in-market mergers, but technology and back-office consolidations may be a whole other story.

But the top management seems to be on top of the issue. "Our biggest challenge is technology and getting it to work well," said NationsBank chief executive officer Hugh L. McColl Jr., who is to be chairman and CEO of the combined colossus.

The $60 billion deal an-nounced Monday would result in a $572 billion- asset holding company with banking offices in 22 states. In only two, Texas and New Mexico, do the two networks overlap.

The organizations pointed out that their spanning of the continent fulfills dreams expressed by Bank of America's late founder, A.P. Giannini, and Mr. McColl, among others.

"Bigger is indeed better," Mr. McColl said, citing advantages in having more products to sell through more locations. In a global context, he added, "Capital will be an important measure of staying power. We're going to have lots of it."

NationsBank proved its mettle in the early 1997 merger of Boatmen's Bancshares of St. Louis, and is in the midst of doing it again at Barnett Banks Inc. in Florida. The experience will be valuable with BankAmerica, but the magnitude of this market-extension deal is entirely different, said Thracy Varvoglis, vice president in International Business Machines Corp.'s global services consulting area.

"These guys are familiar with the process," he added. "NationsBank has done a good job of acquiring and integrating, and I suspect it will follow this methodology."

"Anytime you are this size, there could be issues with the merger, but these two very skilled management teams are as capable as anyone, if not more capable," said H. Rodgin Cohen, a prominent mergers-and-acquisitions lawyer with Sullivan & Cromwell in New York.

"The lack of overlap will make a huge difference," said R. Jay Tejera, an analyst with Dain Rauscher in Minneapolis. "You won't have a lot of people looking over their shoulders wondering where-or if-they will be working."

To be sure, their combined size and geographic scope would make combining NationsBank and BankAmerica a huge undertaking. Even with the minimal overlap, they project cost savings of roughly $2 billion, about 60% from combining retail operations. There could be 5,000 to 8,000 job cuts.

Jeffrey Lynn, an ex-banker who is IBM's global head of consulting for financial service industries, said they would do well to learn from Wells Fargo & Co.'s success at integrating Crocker National Corp. in the 1980s, and from Wells' "less than wonderful job at integrating First Interstate."

Analysts give high marks to NationsBank's Boatmen's integration but warn that any problems in the Barnett project, scheduled to be completed by October, could throw sand in the gears with BankAmerica. But the observers place a lot of faith in the leadership that would include Mr. McColl, 62, at the top of the new BankAmerica Corp., and BankAmerica chairman David Coulter, 50, as president.

"The NationsBank management team has gathered a lot of experience doing large mergers in the past few years," said Joseph K. Morford, an analyst with BT Alex. Brown in San Francisco. "Taken together, the new management runs pretty deep."

They designated a six-member management team consisting of Mr. McColl and Mr. Coulter; James H. Hance Jr., 53, who would be vice chairman and chief financial officer; Kenneth D. Lewis, 51, president of Global Retail Banking; Michael J. Murray, 53, president of Global Wholesale Banking; and Michael E. O'Neill, 51, president of Financial Services.

Mr. Hance and Mr. Lewis come from NationsBank, Mr. Murray and Mr. O'Neill from BankAmerica. Mr. O'Neill, whose "financial services" portfolio would be specified later, would be the executive in charge of the transition.

H. Eugene Lockhart, the former MasterCard International president who was BankAmerica's retail chief for the last year, "will leave the company," said Mr. O'Neill.

Observers see the lineup emphasizing BankAmerica's wholesale strengths and NationsBank's retail prowess, and systems choices should reflect those leanings.

"This is a very good deal," said Henry Dickson, banking analyst at Salomon Smith Barney. "It plays to both companies' strengths" geographically and product-wise.

"One of the reasons this deal looks good is that the executive suite issues work out in a very complementary way," Mr. Tejera said. "You've got an older CEO scheduled for mandatory retirement (Mr. McColl), and then a 5O-year-old with a strong technical bent (Mr. Coulter) taking over."

One of their higher-profile decisions would involve the corporate name. Though they have settled on BankAmerica for the holding company and a red- white-blue color scheme, the two boards expressed a desire to retain both names-both well suited to nationwide banking-in some form. A convergence on one brand may occur "after careful study," said a press release.

"Changing the brand in one fell swoop is not the right way to do this," said Brannon M. Cashion, a vice president with Addison Whitney, a New York- based corporate identity firm. "They have to assess the strengths in their two markets and slowly begin to introduce a new brand. It will be best to combine the names."

The executives stressed the "merger of equals" aspect of the deal. Of 20 directors, 11 would come from NationsBank. No premium would be paid in the proposed stock transaction, which was approved by both boards. BankAmerica shareholders would exchange each of their shares for 1.13 shares of the new holding company.

Mr. McColl and Mr. Coulter did not enter Monday's press conference arm- in-arm, as Citicorp and Travelers Group chairmen John Reed and Sanford Weill did in their bombshell announcement of Citigroup a week earlier. But the size issue was very much on their minds.

Mr. McColl said his merger "will create a very powerful company that knows what it's doing and will add to its product mix as we go along."

The combined company "will have the size, scope, and scale to be the partner of choice for virtually anyone wanting to do business with an unparalleled customer base," Mr. Coulter said.

The merger is seen accelerating revenue growth and, within two years, producing growth in earnings per share in the 18% range. That compares with 12% if the companies continued separately, said Mr. Hance, NationsBank's chief financial officer.

NationsBank reported first-quarter earnings Monday of $497 million, a 42% drop from a year earlier.

Cutting into profits were $642 million in merger and restructuring costs related to the Barnett deal, completed Jan. 9. Excluding these expenses, earnings per share climbed 33%, to $1.17, beating consensus estimates by 10 cents.

Noninterest income grew 34%, to $1.8 billion. The acquisition of NationsBanc Montgomery Securities in October helped boost investment banking and brokerage fees but contributed significantly to a rise in noninterest expenses-up 10%, to $2.5 billion.

Net interest income climbed 5% to $2.6 billion in the first quarter, the bank said.

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