finally rejoined the merger ball this season.

Wachovia ended a five-year absence last month, entering Virginia with a $542 million deal for Jefferson Bancshares, Charlottesville. Two weeks later, Wachovia snapped up Central Fidelity Banks Inc., Richmond, for $2.3 billion.

Banc One, which had been quiet for most of 1995 and 1996, made a big splash in January with a $7 billion deal for the credit-card leader, First USA Inc.

The reappearances by Wachovia and Banc One have raised speculation that they were spurred by concern that rivals would beat them to the best companies and lock up important markets. According to this line of thinking, other laggards may be moved to follow.

But the list of big banks that sat out the M&A frenzy is short.

SunTrust Banks Inc., Atlanta. Like Wachovia, $55 billion-asset SunTrust has remained close to home while one-time peers NationsBank and First Union carved up the mid-Atlantic.

KeyCorp, Cleveland. The $65 billion-asset bank hasn't bought another bank or thrift since it was formed in 1994 through the merger of Society Corp., Cleveland and KeyCorp, Albany.

Citicorp, New York. Though rumored to be interested in American Express, Citicorp has focused on growth internationally, remaining detached from the domestic merger game.

But reflecting the enduring idiosyncracies of a fragmented industry, analysts said none of these banks is under pressure to acquire any time soon.

Buying and selling banks is "a people business - so much of it is finding a willing buyer and willing seller," said analyst Nancy A. Bush of Brown Brothers Harriman.

Each of these companies has found other ways to grow that don't rely on buying the market share of other banks, analysts said. And none is in danger of being bought up itself - a prospect that can lead banks to bulk up themselves.

Take the "super, super-conservative" SunTrust, as Ms. Bush described the Atlanta bank. Analysts say its conservative credit culture and tight- fistedness help explain why SunTrust hasn't been an active acquirer - and won't likely change its ways.

Its last major deal several years ago left SunTrust with credit problems, making it very wary of acquisitions, said Robert A. Baer Jr., co- head of financial institutions group at Bear, Stearns & Co.

Also, "SunTrust doesn't make acquisitions, because they won't pay," said Richard X. Bove of Raymond James & Associates, St. Petersburg, Fla.

The bank's director of investor relations, James C. Armstrong, agrees that "the overriding reason" SunTrust hasn't been a big acquirer is because it can't find deals that add to earnings right away.

Internal growth has filled that bill quite well, analysts said, thanks in part to the healthy Georgia, Florida, and Tennessee economies, and the bank's success at building a sales force and technology.

Arguing against a defensive acquisition strategy is the fact that SunTrust is unusually well fortified against being acquired itself. SunTrust bankrolled Coca-Cola in 1919, and holds 48.3 million shares.

"To buy SunTrust, you'd have to pay $4 billion to $5 billion for the bank, and another $2 billion to $3 billion for the Coca Cola stock," said analyst R. Harold Schroeder of Keefe Bruyette. That makes it an unlikely target, he said.

Unlike SunTrust, KeyCorp has been an active acquirer in recent years; but it has bought finance companies, not other banks.

Analyst R. Jay Tejera of Dain Bosworth, Minneapolis, said KeyCorp was likely to stick to that strategy for several reasons.

KeyCorp is large enough so it doesn't need to buy up another bank, Mr. Tejera said. The bank has found alternative ways to add customers - chiefly by buying subprime auto and home finance companies and through aggressive television advertising.

Finally, unlike some other institutions, such as First Bank System Inc., Minneapolis or Washington Mutual Inc., Seattle, KeyCorp is not a low- cost operator. So KeyCorp can't make a richly priced bank acquisition pay by cutting costs, Mr. Tejera said.

As to Citicorp, Mr. Bove and others said they think an acquisition would be "a total reversal" of the bank's strategy. They say foreign finance companies are more likely targets for Citicorp.

So do the Wachovia and Banc One deals tell us anything about the state of the bank merger market?

Analysts say it's happenstance that both banks ended a long absence from the merger game this year.

Wachovia and Banc One are "making acquisitions (now) because they've restructured their business and they're at a point where they're ready to do so," said Mr. Bove of Raymond James & Associates.

Banc One did bid on other recent deals - most notably, Boatmen's Bancshares, St. Louis, said Ms. Bush of Brown Brothers. It just didn't snag them. Boatmen's was acquired by NationsBank Corp. in January.

As for Wachovia, it sat out the merger frenzy because it couldn't find a partner that matched its conservative culture, she said. Bank consolidation "happens very sporadically for reasons that are completely obscure," she added.

Mr. Bove, however, does predict another explosion of bank acquisitions soon, as banks use up the tools that have powered their earnings growth so far this decade - excess liquidity, fattened reserves, the sale of underperforming divisions, and stock buybacks.

But banks won't be buying up other big banks. Instead, they will acquire finance companies, brokers, or midsize banks - all companies with lower multiples, Mr. Bove said.

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