BankAmerica Corp's bid to become the first truly national bank has run into opposition from state regulators.

In complaint letters sent last month to the Office of Thrift Supervision, officials from Maine, New Hampshire, and Wyoming argued that BankAmerica's applications to open thrift branches in their states are an attempt to subvert the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994.

Approving the applications "will allow an end run of Congress' clear intent ... to allow states the decision whether or not to participate in interstate branching," wrote Sue E. Mecca, the Wyoming banking commissioner.

The Riegle-Neal law will allow banks to branch across state lines as of 1997, subject to restrictions by the states. But federally chartered savings institutions are now allowed to open branches anywhere in the country regardless of state rules - a freedom that may not be around for long.

BankAmerica, which now operates banks and thrifts in 11 states, has applied to OTS to open 274 branches of Portland, Ore.-based thrift unit in 49 states. This would give the company a retail presence in all 50 states, leaving only the District of Columbia out of its network.

Some observers hail the move as a visionary first step toward nationwide banking. "They fully intend to be the bank of America," said David Partridge, San Francisco-based director of the national financial institutions practice for the consulting firm Towers Perrin.

But state regulators argue that the applications have more to do with politics than business strategy.

"(The) lack of specificity with regards to the sites and the timing of the applications suggests that pending federal legislative proposals to merge the bank and thrift deposit insurance funds, including the elimination of the thrift charter, may be the catalyst for these applications," wrote H. Donald Matteis, Maine banking superintendent, in a letter to OTS. "In my opinion, they are an attempt to warehouse branch approvals nationwide in the event restricting federal legislation is enacted."

BankAmerica won't discuss its plans for the new branches until they have received OTS approval, spokesman Peter Magnani said.

The thrift regulator is set to rule by Dec. 26 on the first batch of applications - proposals to make full-service thrift branches out of 80 existing mortgage, community development, and manufactured housing offices in 36 states, and to open 17 new branches in 12 states. The agency has not yet said when it will decide on applications to open 177 supermarket branches in three Midwestern states.

Federal regulators began giving ailing thrifts limited interstate branching powers in the early 1980s in an effort to lure buyers. In 1992, virtually all limits were dropped. But uncertainty about the thrift industry's future kept savings institutions from taking much advantage of their new freedom.

Now, however, with Congress about to approve a rescue of the Savings Association Insurance Fund and dismantle the tax barriers that make it expensive for thrifts to become banks, the branching powers of the thrift charter are looking more attractive. Tentative plans to do away with the thrift charter by 1998 are generating additional urgency.

That's where the most clever - or devious, depending on the observer's perspective - aspect of BankAmerica's plan comes in.

While Congress may do away with the thrift charter's branching powers, observers say it is much less likely to order thrifts to leave states they are already in. BankAmerica could conceivably open thrift branches all over the country, then turn them into national bank branches when the thrift charter is abolished.

The prospect that BankAmerica could use the thrift charters to expand its bank network is what bothers state regulators - and not just in the three jurisdictions that have so far registered formal complaints.

"I'm very concerned about the prospects of a federal savings bank converting to a national bank and then believing that they can branch throughout Michigan based on their existing presence in Michigan outside the protocols of Riegle-Neal," said Patrick M. McQueen, commissioner of the Michigan Financial Institutions Bureau.

Banking industry analysts agree that converting its thrift branches to banks may be part of BankAmerica's strategy. They do not, however, expect to see BankAmerica build a lot of new branches.

"They're not going to open huge amounts of brick and mortar in markets where they don't already have high concentration," said Ronald Mandle, an equities analyst with Sanford C. Bernstein & Co. in New York.

Mr. Partridge of Towers Perrin said he expects BankAmerica to stick to low-cost "small-footprint" branches used to support telephone, direct-mail, and Internet marketing efforts. Washington, D.C., consultant Edward E. Furash said he thinks the bank may try to create a network of high- visibility "flagship branches" modeled after those of discount broker Charles Schwab and money manager Fidelity Investments.

In Illinois, where BankAmerica already owns the state's second-largest bank - the former Continental Bank - it is clearly headed in the "small- footprint" direction. Thanks to the state's history of strict branching laws, Bank of America Illinois has no branch offices. If Bank of America's thrift application is approved, there would suddenly be 170 Bank of America branches in the state, all in Osco/Jewel supermarkets.

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