(MONEY Magazine) – TWO LEADING AMERICAN COMPANIES MAY BE UP for grabs. And if deals come to pass, investors could realize mouthwatering gains ranging from 33% to 55%.

First, Bankers Trust, the nation's seventh largest bank holding company ($107 billion in assets): Business is lousy, yet the stock has shot up 28% in about 2è months to $63.75 from a '95 low of $49.75. Wall Street professionals who closely track trading activity tell me that someone may be accumulating the stock. The buyers could be readying a bid for Bankers at $80 to $100 a share, or between $6.2 billion to $7.8 billion. Or the investor could be acquiring the stock in anticipation of a bid by someone else. Among the possible accumulators: CBS and Loews Corp. chief Laurence Tisch, who is said to be critical of the bank's management.

A Tisch spokesman says his boss does not comment on rumors. Furthermore, it's unclear whether there's any legitimacy to the takeover talk. But I've learned that one Bankers Trust board member told a major institutional holder that selling the bank ought to be considered if management can't find a strong new CEO to replace Charles Sanford. Though only 58, Sanford announced in May that he will retire by next summer, if not sooner.

Who might acquire Bankers Trust? Analyst James McDermott of Keefe Bruyette & Woods, which specializes in the banking industry, rates Germany's Deutsche Bank and Union Bank of Switzerland as possibilities. He puts a price tag on Bankers at about $80 a share, a 60% premium over its $50-a-share book value.

Clearly, though, any buyer would have its hands full, given these negative factors:

-- THE BANK'S SINKING CREDIBILITY AMONG ITS CLIENTS. For example, Procter & Gamble is suing the bank for $195 million for '93 and '94 derivative losses.

-- A WICKED FIRST-QUARTER LOSS of $157 million, or $2.11 a share, vs. a year earlier profit of $164 million, or $1.90 a share. The red ink flowed chiefly from a sharp decline in the bank's derivatives business, plus bond and currency trading losses.

-- THE POSSIBILITY THAT '95 EARNINGS COULD FALL 50% or more from 1994's $7.17 a share, according to some estimates.

-- MANAGEMENT TURMOIL in the wake of Sanford's surprising retirement announcement.

-- AND A DOWNGRADING OF THE COMPANY'S DEBT from AA- to A+ by Duff & Phelps.

So it's no wonder leading analysts are telling clients to shun the stock altogether. "No two ways about it -- takeover rumors are lifting the price," McDermott says. "But this is a bank in transition -- culturally, managerially and operationally. Minus any buy-out, this is an underperforming stock."

Moreover, the takeover dreams could evaporate if Bankers Trust lands a strong replacement for Sanford. The leading internal candidate: president Eugene Shanks, 48. Sources at Bankers say that if he gets the job, he will want to run his own show.

The bank's reaction? The execs declined to talk.

Although most analysts are down on Bankers Trust, there is one notable exception: Paine Webber analyst Lawrence Cohn. He says flatly: "I'd be an aggressive buyer now; it's a cheap stock."

Cohn sees earnings rebounding smartly next year to $8 a share, up from an estimated $4.60 this year. He's encouraged by an anticipated turnaround in currency, bond and derivative operations, a cummulative savings of $275 million by next year from a 10% reduction in the work force (of 1,400 employees) and lower trading bets. He also feels the bank's $1-a-share quarterly dividend, a fat annual yield of nearly 6.5%, is secure.

In all, Cohn thinks the stock could hit $75 in 12 to 18 months on fundamentals and spurt to $100 a share in a buy-out. "Bankers is a stock you can now bank on," he says.

Speaking of buy-outs, there might also be one brewing to bail out the beleaguered shareholders of Rockefeller Center Properties ($5.50). RCP holds the $1.3 billion mortgage on the 12-acre Manhattan real estate complex that includes Radio City Music Hall and the world-renowned ice-skating rink. Rockefeller Group, owner of the actual property, filed for Chapter 11 bankruptcy on May 11. And RCP, which traded as high as $22.50 in '87, quickly dropped to an all-time low of $4, less than half its '95 peak of $8.50.

But lately RCP, which just suspended its 15¢-a-share quarterly dividend, has been rebounding on takeover speculation. Some smart real estate pros say a potential buyer is Japanese giant Mitsubishi, which owns 80% of the Rockefeller Group. They say Mitsubishi might bid roughly $280 million for RCP ($7 to $7.50 a share), or 27% to 36% above current prices. Why a premium? Because Mitsubishi would be buying back the $1.3 billion RCP mortgage at a discount since total market value of RCP plus the debt is $1 billion. Yet another possibile acquirer: Leucadia National, a $1.4 billion diversified holding company that just acquired a 7.1% stake in RCP.

Also, I've learned that LL Capital Partners, a New York money manager with assets of $70 million, has taken a 3% stake in RCP. LL head Lance Lessman calls the stock "a definite buy." He feels Leucadia may tender for the rest of RCP at around $7 a share. Leucadia officials won't comment. A warning to anyone tempted by the stock: A deal may come, but no one emerges from Chapter 11 overnight.