10-K/A

United States Securities and Exchange Commission Washington, D.C. 20549

                                FORM 10-K/A
                             (Amendment No. 1)
 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
     For the fiscal year ended December 31, 1997
                                    or
   [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
       Commission file number 1-5920
                         Bankers Trust Corporation
          (Exact Name of Registrant as Specified in Its Charter)
          New York                                        13-6180473
     (State or other Jurisdiction of                      (I.R.S. Employer
     Incorporation or Organization)                       Identification No.)

        130 Liberty Street
          New York, NY                                            10006
     (Address of Principal                                      (Zip Code)
      Executive Offices)
                              (212) 250-2500
           (Registrant's Telephone Number, Including Area Code)
        Securities registered pursuant to Section 12(b) of the Act:

                                                       Name Of Each
                                                       Exchange On
     Title of Each Class                               Which Registered

Common Stock, $1 par value                           New York Stock Exchange
Preferred Share Purchase Rights                      New York Stock Exchange
6 1/8% Convertible Capital Securities                American Stock Exchange
7 5/8% Cumulative Preferred Stock, Series O          American Stock Exchange
Depositary Shares representing a one-tenth
 interest in a share of 7 5/8% Cumulative
 Preferred Stock, Series O
 ($250 Liquidation Preference)                       American Stock Exchange
7.50% Cumulative Preferred Stock, Series P           American Stock Exchange
Depositary Shares representing a one-fortieth
 interest in a share of 7.50% Cumulative Preferred
 Stock, Series P ($1,000 Liquidation Preference)     American Stock Exchange
Adjustable Rate Cumulative Preferred Stock,
 Series Q                                            New York Stock Exchange
Depositary Shares representing a one-hundredth
 interest in a share of Adjustable Rate Cumulative
 Preferred Stock, Series Q ($2,500 Liquidation
 Preference)                                         New York Stock Exchange
Adjustable Rate Cumulative Preferred Stock,
 Series R                                            New York Stock Exchange
Depositary Shares representing a one-hundredth
 interest in a share of Adjustable Rate Cumulative
 Preferred Stock, Series R ($2,500 Liquidation
 Preference)                                         New York Stock Exchange
7 3/4% Cumulative Preferred Stock, Series S
 ($2,500 Liquidation Preference)                     New York Stock Exchange
Depositary Shares representing a one-hundredth
 interest in a share of 7 3/4% Cumulative Preferred
 Stock, Series S ($2,500 Liquidation Preference)     New York Stock Exchange




     Securities Registered Pursuant to Section 12(g) of the Act: None

  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                              Yes X  No 

  Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.    [  ]

  State the aggregate market value of the voting stock held by non-
affiliates of the registrant as of February 27, 1998: Common Stock, $1 par
value, $11,182,841,128.

  Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of February 27, 1998: Common Stock, $1 par
value, 97,873,138 shares.

                    DOCUMENTS INCORPORATED BY REFERENCE

  Portions of the Proxy Statement for the 1998 Annual Meeting of
Stockholders are incorporated by reference into Part III.





                         BANKERS TRUST CORPORATION


On May 8, 1998, Bankers Trust Corporation hereby amends its Annual Report
on Form 10-K for the year ended December 31, 1997, to include Restated
Financial Data Schedules for the following periods as a result of the
Corporation's adoption of Statement of Financial Accounting Standards No.
128, Earnings Per Share:

     - Year Ended December 31, 1996.
     - Year Ended December 31, 1995.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)  List of Financial Statements, Financial Statements Schedules, and
           Exhibits

          (1) Financial Statements - See Item 8 in the Corporation's Annual
               Report on Form 10-K for the year ended December 31, 1997 which
               is herein incorporated by reference (File No. 1-5920).

          (2) Financial Statement Schedules - All schedules normally
               required by Form 10-K are omitted since they are either not
               applicable or the required information is shown in the
               financial statements or the notes thereto.

          (3) Exhibits
               3. Articles of Incorporation and By-laws, as amended *
               4. Instruments Defining the Rights of Security Holders,
                   Including Indentures*
                    (ii)   Long-Term Debt Indentures
               10. Material Contracts*
                     (ii)   (C) Acquisition or Sale of any Property, Plant
                                 or Equipment
                     (ii)   (D)  Leases for Principal Premises described on
                                  page 90
                    (iii)   (A)  Management Contracts and Compensation Plans
               12.  Statements Re Computation of Ratios*
               21.  Subsidiaries of the Registrant*
               23.  Consents of Experts*
               24.  Power of Attorney*
               27.  Financial Data Schedule- Year Ended December 31, 1997*

               27 (a) Restated Financial Data Schedule - Year Ended
                       December 31, 1996 included herewith.

               27 (b) Restated Financial Data Schedule - Year Ended
                       December 31, 1995 included herewith.

               99.  Additional Exhibits*
                    (i)  Preferred Share Purchase Rights

* See the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997 which is incorporated herein by reference (File No. 1-5920).




(b) Reports on Form 8-K- The Corporation filed four reports on Form 8-K
    during the quarter ended December 31, 1997

     - The report dated October 1, 1997, and filed on October 3, 1997,
       announced that the Corporation had entered into a distribution
       agreement pursuant to which the Corporation may offer from time to
       time its Senior Medium-Term Notes, Series A, and Subordinated
       Medium-Term Notes, Series A.
     - The report dated October 23, 1997 and filed on October 24, 1997,
       filed the Corporation's Press Release which announced earnings for
       the quarter ended September 30, 1997.
     - The report dated and filed on November 26, 1997 announced that the
       Corporation entered into an Amendment to Rights Agreement with Harris
       Trust and Savings Bank, as Rights Agent, amending the Rights
       Agreement dated as of February 22, 1988, between the Corporation
       and the Rights Agent.
     - The report dated December 2, 1997 and filed on December 3, 1997,
       filed the Corporation's Press Release which announced that a
       definitive agreement was signed with National Westminster Bank PLC
       to acquire NatWest Markets' Pan-European cash equities business.
       In addition, the report filed the By-Laws of Bankers Trust
       Corporation, as amended.







                         SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934,
     the Registrant has duly caused this report to be signed on its behalf by
     the undersigned, hereunto duly authorized.



                         BANKERS TRUST CORPORATION



                         By /s/RONALD HASSEN
                              Ronald Hassen
                              Senior Vice President
                              (Acting Principal Accounting Officer)





                                   BANKERS TRUST CORPORATION
                                      130 LIBERTY STREET
                                   NEW YORK, NEW YORK  10006


Ronald Hassen
Senior Vice President
(Acting Principal Accounting Officer)


                                        May 8, 1998



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549


Dear Sirs:

     Accompanying this letter is Bankers Trust Corporation's Report Form 10-
K/A (Amendment No. 1)  filed May 8, 1998 (the "Form 10-K/A").  The Form 10-
K/A is being filed electronically through the EDGAR System.

     If there are any questions or comments in connection with the enclosed
filing, please contact the undersigned at 212-250-4881.

                         Very truly yours,



                         BANKERS TRUST CORPORATION



                         By:  /s/RONALD HASSEN
                                Ronald Hassen
                                Senior Vice President
                                (Acting Principal Accounting Officer)

EX-27

 

<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the Bankers
Trust Corporation and Subsidiaries consolidated statement of condition at
December 31, 1996 and the consolidated statement of income for the year
ended December 31, 1996 and is qualified in its entirety by reference to such
financial statements.

 
<MULTIPLIER> 1,000,000
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                            1568
<INT-BEARING-DEPOSITS>                            2210
<FED-FUNDS-SOLD>                                  1684
<TRADING-ASSETS>                                 48939
<INVESTMENTS-HELD-FOR-SALE>                       7920
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                          15880
<ALLOWANCE>                                        773
<TOTAL-ASSETS>                                  122543
<DEPOSITS>                                       30315
<SHORT-TERM>                                     42863
<LIABILITIES-OTHER>                               7438
<LONG-TERM>                                      12038
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                        810
<COMMON>                                           104
<OTHER-SE>                                        4964
<TOTAL-LIABILITIES-AND-EQUITY>                  122543
<INTEREST-LOAN>                                   1046
<INTEREST-INVEST>                                  459
<INTEREST-OTHER>                                  2592
<INTEREST-TOTAL>                                  6508
<INTEREST-DEPOSIT>                                1355
<INTEREST-EXPENSE>                                5451
<INTEREST-INCOME-NET>                             1057
<LOAN-LOSSES>                                        5
<SECURITIES-GAINS>                                  75
<EXPENSE-OTHER>                                   4038
<INCOME-PRETAX>                                   1131
<INCOME-PRE-EXTRAORDINARY>                        1131
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       766
<EPS-PRIMARY>                                     7.12
<EPS-DILUTED>                                     6.76
<YIELD-ACTUAL>                                    1.13
<LOANS-NON>                                        452
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                    37
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                   992
<CHARGE-OFFS>                                       89
<RECOVERIES>                                        65
<ALLOWANCE-CLOSE>                                  973
<ALLOWANCE-DOMESTIC>                               161
<ALLOWANCE-FOREIGN>                                144
<ALLOWANCE-UNALLOCATED>                            468

<F1>Short-term borrowings include the following:
Securities loaned and securities sold under
 repurchase agreements                           23454
Other short-term borrowings                      19409
    Total                                        42863
<F2>Other liabilities include the following:
Accounts payable and accrued expenses             4792
Other liabilities                                 2049
Acceptances outstanding                            597
    Total                                         7438
<F3>Other interest income includes the following:
Interest-bearing deposits with banks               214
Federal funds sold                                 119
Securities purchased under resale agreements      1313
Securities borrowed                                825
Customer receivables                               121
    Total                                         2592
<F4>The Corporation has allocated its total allowance for credit losses
as follows: 773 as a reduction of loans, 190 as a reduction of trading assets
and 10 as other liabilities related to all other credit-related items.

        

 

EX-27

 

<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the Bankers
Trust Corporation and Subsidiaries consolidated statement of condition at
December 31, 1995 and the consolidated statement of income for the year
ended December 31, 1995 and is qualified in its entirety by reference to
such financial statements.

 
<MULTIPLIER> 1,000,000
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                            2399
<INT-BEARING-DEPOSITS>                            2023
<FED-FUNDS-SOLD>                                   854
<TRADING-ASSETS>                                 48004
<INVESTMENTS-HELD-FOR-SALE>                       6283
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                          12681
<ALLOWANCE>                                        992
<TOTAL-ASSETS>                                  106199
<DEPOSITS>                                       25708
<SHORT-TERM>                                     31545
<LIABILITIES-OTHER>                               7591
<LONG-TERM>                                       9487
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                        865
<COMMON>                                           103
<OTHER-SE>                                        4505
<TOTAL-LIABILITIES-AND-EQUITY>                  106199
<INTEREST-LOAN>                                    944
<INTEREST-INVEST>                                  392
<INTEREST-OTHER>                                  1971
<INTEREST-TOTAL>                                  5989
<INTEREST-DEPOSIT>                                1360
<INTEREST-EXPENSE>                                5105
<INTEREST-INCOME-NET>                              884
<LOAN-LOSSES>                                       31
<SECURITIES-GAINS>                                 180
<EXPENSE-OTHER>                                   3513
<INCOME-PRETAX>                                    469
<INCOME-PRE-EXTRAORDINARY>                         469
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       311
<EPS-PRIMARY>                                     2.62
<EPS-DILUTED>                                     2.54
<YIELD-ACTUAL>                                    1.11
<LOANS-NON>                                        744
<LOANS-PAST>                                        26
<LOANS-TROUBLED>                                   100
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                  1252
<CHARGE-OFFS>                                      330
<RECOVERIES>                                        39
<ALLOWANCE-CLOSE>                                  992
<ALLOWANCE-DOMESTIC>                               266
<ALLOWANCE-FOREIGN>                                222
<ALLOWANCE-UNALLOCATED>                            504

<F1>Short-term borrowings include the following:
Securities loaned and securities sold under
  repurchase agreements                          15684
Other short-term borrowings                      15861
    Total                                        31545
<F2>Other liabilities include the following:
Accounts payable and accrued expenses             4850
Other liabilities                                 2241
Acceptances outstanding                            500
    Total                                         7591
<F3>Other interest income includes the following:
Interest-bearing deposits with banks               207
Federal funds sold                                 104
Securities purchased under resale agreements       829
Securities borrowed                                745
Customer receivables                                86
    Total                                         1971