(FORTUNE Magazine) – You're still not convinced that we've entered a new era of merger mania? The proof is in the numbers. Look, first, at the size of some of these deals. Remember when the $25 billion leveraged buyout of RJR Nabisco was considered mind-boggling? The top two deals on the list both surpassed the $23 billion mark, and nobody batted an eyelash. Is it any wonder that merger activity in 1996 hit $660 billion and absolutely obliterated the 1995 record of $519 billion?

Notice, too, that virtually all these deals have sensible-sounding strategic rationales: telecom companies looking to take advantage of deregulation, defense companies consolidating, and so on. Unlike the deals of the 1980s, this is a list of handshakes, not fistfights. And as deals go, they're all pretty straightforward. No junk bonds, no cram-down paper, none of that foolishness: Every deal on the list is either a stock swap, a cash purchase, or a combination of stock and cash.

To compile our list, we worked with Securities Data Co. We only included deals that were announced in 1996; deals that were finalized last year but had been announced earlier were excluded. Finally, in valuing the top 20 deals we excluded assumed debt, but included options and warrants as part of the transaction.

REPORTER ASSOCIATES Jeanne C. Lee, Kathleen C. Smyth

RANK 1

VALUE $ millions $25,360.0 % of book value 307.0% TOTAL FEES COMPANIES LEAD BANKERS $ millions Industry % of deal

BRITISH TELECOMMUNICATIONS[1,2] N.M. ROTHSCHILD & SONS N.A. (Telecommunications) acquires MORGAN STANLEY

MCI COMMUNICATIONS LAZARD FRERES N.A. (Telecommunications)

DATE* 11/1

THE SKINNY A classic 1990s merger. The CEOs are old partners, the industry is consolidating and the feds are deregulating. Throw in that all-purpose rationale, globalization--hey, the British count--and voila!

[RANK] 2

[VALUE $ millions $23,688.0 % of book value] 350.0% [TOTAL FEES [COMPANIES [LEAD BANKERS] $ millions Industry] % of deal]

BELL ATLANTIC[1] MERRILL LYNCH $30.0 (Telecommunications) acquires 0.13%

NYNEX BEAR STEARNS $30.3 (Telecommunications) MORGAN STANLEY 0.13%

[DATE*] 4/22

[THE SKINNY] CEO Raymond Smith is one lucky guy. Three years ago he was set to merge with cable giant TCI. The deal fell through. Good thing. Cable telephony has gone nowhere; now he controls the eastern seaboard's phones.

[RANK] 3

[VALUE $ millions $16,690.0 % of book value] 636.0% [TOTAL FEES [COMPANIES [LEAD BANKERS] $ millions Industry] % of deal]

SBC COMMUNICATIONS[1] LAZARD FRERES $15.0 (Telecommunications) acquires 0.09% PACIFIC TELESIS GROUP SALOMON BROTHERS $26.0 (Telecommunications) 0.16%

[DATE*] 4/1

[THE SKINNY] The Texans at SBC might not have done it biggest, but they did it first. By gobbling up PacTel mere months after deregulation, SBC lit a fire under Bell Atlantic and spurred merger mania. Still, Texas and California?

[RANK] 4

[VALUE $ millions $14,656.0 % of book value] 485.0% [TOTAL FEES [COMPANIES [LEAD BANKERS] $ millions Industry] % of deal]

BOEING[1] C.S. FIRST BOSTON N.A. (Aircraft) acquires MCDONNELL DOUGLAS J.P. MORGAN N.A. (Aircraft) [DATE*] 12/16

[THE SKINNY] We simply cannot find anyone who has a bad word to say about this deal. Wall Street? Boeing's stock has shot up 16% since it made the announcement. The Pentagon brass? They'll love more trips to Seattle.

[RANK] 5

[VALUE $ millions $13,488.0 % of book value] 343.0% [TOTAL FEES [COMPANIES [LEAD BANKERS] $ millions Industry] % of deal]

WORLDCOM SALOMON BROTHERS $7.5 (Telecommunications) acquires 0.06% MFS COMMUNICATIONS GLEACHER NATWEST $17.5 (Telecommunications) 0.13%

[DATE*] 8/26

[THE SKINNY] Remember Eric Gleacher, the former M&A chief at Morgan Stanley? He's running M&A for Gleacher NatWest these days and he hasn't lost the Midas touch. By 1990s standards, the bank's $17.5 million fee is pretty rich.

[RANK] 6

[VALUE $ millions $9,814.0 % of book value] 274.0% [TOTAL FEES [COMPANIES [LEAD BANKERS] $ millions Industry] % of deal]

NATIONSBANK STEPHENS $9.0 (Bank holding) acquires 0.09% BOATMEN'S BANCSHARES GOLDMAN SACHS $19.0 (Bank holding) 0.19%

[DATE*] 8/30

[THE SKINNY] Banking mergers are so boring they make your hair hurt. But who can resist the third-largest banking acquisition ever, with Hugh McColl at the helm? Wall Street was surprised--but it liked the deal even though some say he overpaid.

[RANK] 7

[VALUE $ millions $9,465.0 % of book value] 322.0% [TOTAL FEES [COMPANIES [LEAD BANKERS] $ millions Industry] % of deal]

CSX[1] WASSERSTEIN PERELLA $19.0 (Railroads) acquires 0.20% CONRAIL LAZARD FRERES $28.4 (Railroads) MORGAN STANLEY 0.30%

[DATE*] 10/15

[THE SKINNY] Jeez, what a mess. To CSX's dismay, Norfolk Southern's competing $10.4 billion bid has shareholder approval. Now the three companies have to talk. Will Norfolk Southern and CSX have to share Conrail? Stay tuned.

[RANK] 8

[VALUE $ millions $8,532.0 % of book value] 608.0% [TOTAL FEES [COMPANIES [LEAD BANKERS] $ millions Industry] % of deal]

GILLETTE J.P. MORGAN $16.0 (Razors) acquires MERRILL LYNCH 0.19% DURACELL INTERNATIONAL MORGAN STANLEY $30.0 (Alkaline batteries) KOHLBERG KRAVIS ROBERTS 0.35%

[DATE*] 9/12

[THE SKINNY] Nothing like a fee fight to spice up a merger between a razor company and a battery maker. Gillette board member Warren Buffett abstained from voting for the merger because he thought KKR's fees were obscene.

[RANK] 9

[VALUE $ millions $8,224.0 % of book value] 814.0% [TOTAL FEES [COMPANIES [LEAD BANKERS] $ millions Industry] % of deal]

AETNA LIFE & CASUALTY WASSERSTEIN PERELLA $25.0 (Insurance) acquires J.P. MORGAN 0.30% U.S. HEALTHCARE GOLDMAN SACHS $28.7 (Managed care) MERRILL LYNCH 0.35%

[DATE*] 4/1

[THE SKINNY] Just when you think the 1980s are dead, along comes "Bid 'em up" Bruce Wasserstein. His struggling firm showed up at the trough in this $8 billion deal, which produced fees of $20 million for Wasserstein Perella.

[RANK] 10

[VALUE $ millions $7,450.0 % of book value] 310.0% [TOTAL FEES [COMPANIES [LEAD BANKERS] $ millions Industry] % of deal]

DUKE POWER[1] BARR DEVLIN N.A. (Utility) acquires MORGAN STANLEY PANENERGY MERRILL LYNCH N.A. (Oil and gas) LEHMAN BROTHERS

[DATE*] 11/25

[THE SKINNY] Remember when utilities were boring, boring, boring? Heck, they still are. No question about it, though: Deregulation is making mergers like this more interesting. Does the country's first electric/gas combo get the blood racing?

[RANK] 11

[VALUE $ millions$6,776.0 % of book value]364.0% [TOTAL FEES [COMPANIES [LEAD BANKERS] $ millions Industry] % of deal]

LOCKHEED MARTIN BEAR STEARNS $25.0 (Defense) acquires 0.37% LORAL LEHMAN BROTHERS $24.0 (Radar systems) LAZARD FRERES 0.35%

[DATE*] 1/8

[THE SKINNY] Radar love: With its acquisition of Loral, Lockheed confirmed its position as the defense industry's BMOC--and triggered a series of defense mergers that culminated in Boeing's year-end pact with McDonnell Douglas.

[RANK] 12

[VALUE $ millions $4,910.0 % of book value] N.A. [TOTAL FEES [COMPANIES [LEAD BANKERS] $ millions Industry] % of deal]

US WEST MEDIA GROUP LEHMAN BROTHERS N.A. (Telecommunications) acquires CONTINENTAL CABLEVISION LAZARD FRERES $21.0 (Cable television) ALLEN & CO. 0.43%

[DATE*] 2/26

[THE SKINNY] Great deal for Continental Cablevision founder Amos Hostetter--his shares are worth $1.3 billion. Not so great for US West, which paid a huge premium and swallowed a bunch of debt to buy into an industry slump.

[RANK] 13

[VALUE $ millions $4,841.0 % of book value] 2,086.0% [TOTAL FEES [COMPANIES [LEAD BANKERS] $ millions Industry] % of deal]

CISCO SYSTEMS MERRILL LYNCH N.A. (Computer communications equip.) acquires STRATACOM MONTGOMERY SECURITIES $3.5 (Telecommunications equipment) 0.07%

[DATE*] 4/22

[THE SKINNY] Cisco swoops up another company. So what else is new? Merrill Lynch, actually. This is Cisco's 14th acquisition in three years, but it didn't use investment bankers to do its previous 13 deals.

[RANK] 14

[VALUE $ millions $4,603.0 % of book value] 316.0% [TOTAL FEES [COMPANIES [LEAD BANKERS] $ millions Industry] % of deal]

FRESENIUS AG DRESDNER SECURITIES $1.5 (Medical equipment) acquires SALOMON BROTHERS 0.03% NATIONAL MEDICAL CARE C.S. FIRST BOSTON $20.7 (W.R. GRACE) MERRILL LYNCH 0.45% (Medical)

[DATE*] 2/6

[THE SKINNY] The secret to this deal? A little tax-avoidance trick known as a Morris Trust transaction, which allowed German Fresenius to come in and snatch National Medical Care out from under Baxter, with more tax-free cash.

[RANK] 15

[VALUE $ millions $4,064.0 % of book value] 1,035.0% [TOTAL FEES [COMPANIES [LEAD BANKERS] $ millions Industry] % of deal]

WESTINGHOUSE ELECTRIC SALOMON BROTHERS $2.0 (Electrical equipment) CHASE SECURITIES 0.05% acquires INFINITY BROADCASTING MERRILL LYNCH $2.0 (Radio stations) 0.05%

[DATE*] 6/20

[THE SKINNY] This is an investment bank's worst nightmare: A $4 billion merger that creates the largest radio group in the country, and the bankers have to scrape by with just a couple of million bucks each. What an outrage!

[RANK] 16

[VALUE $ millions $3,817.0 % of book value] 342.0% [TOTAL FEES [COMPANIES [LEAD BANKERS] $ millions Industry] % of deal]

STAPLES[1] GOLDMAN SACHS $1.4 (Office supplies) acquires 0.04% OFFICE DEPOT MERRILL LYNCH $4.2 (Office supplies) PETER J. SOLOMON & CO. 0.11%

[DATE*] 9/4

[THE SKINNY] What do you get when you pair up two identical office-supply superchains? An FTC investigation, of course. Investors are keeping their fingers crossed: Office Depot's stock is up 5% since the merger announcement.

[RANK] 17

[VALUE $ millions $3,425.0 % of book value] N.A. [TOTAL FEES [COMPANIES [LEAD BANKERS] $ millions Industry] % of deal]

THOMSON MORGAN STANLEY N.A. (Publishing) acquires WEST PUBLISHING A.G. EDWARDS & SONS N.A. (Publishing) GOLDMAN SACHS

[DATE*] 2/26

[THE SKINNY] The new company has 50% of the legal-information market. So how does its biggest rival react? It goes to court. Lexis-Nexis charged that the deal violated anti-trust statutes. So far, the judges disagree.

[RANK] 18

[VALUE $ millions $3,277.0 % of book value] 361.0% [TOTAL FEES [COMPANIES [LEAD BANKERS] $ millions Industry] % of deal]

MUNICH RE MORGAN STANLEY N.A. (Insurance) acquires AMERICAN RE MERRILL LYNCH $4.6[3] (Insurance) GOLDMAN SACHS 0.14%

[DATE*] 8/14

[THE SKINNY] File this under "KKR can't win them all": When American Re chief Paul Inderbitzen wanted to sell to Munich Re, top shareholder KKR said no way. When Inderbitzen won a high premium from Munich Re, they folded.

[RANK] 19

[VALUE $ millions $3,000.0 % of book value] N.A. [TOTAL FEES [COMPANIES [LEAD BANKERS] $ millions Industry] % of deal]

NORTHROP GRUMMAN SALOMON BROTHERS N.A. (Defense) acquires WESTINGHOUSE ELECTRIC[4] EVERCORE PARTNERS N.A. (Defense) J.P. MORGAN

[DATE*] 1/3

[THE SKINNY] When this deal was announced, Wall Street hastily accused Northrop of overpaying and wrecking its credit rating in the process. Now the Street is having second thoughts and Northrop could be the next defense company to be acquired.

[RANK] 19

[VALUE $ millions $3,000.0 % of book value] 613.0% [TOTAL FEES [COMPANIES [LEAD BANKERS] $ millions Industry] % of deal]

HUGHES ELECTRONICS (GM)[1] DONALDSON (Defense) acquires LUFKIN & JENRETTE N.A. PANAMSAT MORGAN STANLEY N.A. (Satellite communications)

[DATE*] 9/20

[THE SKINNY] A classic case of eat and be eaten. Only four months after announcing its takeover of satellite giant PanAmSat in September, Hughes itself was targeted for acquisition by Raytheon. Darwin lives.

*Announcement. N.A. Not available. [1] Pending deal. All pending deals are valued at the close of market 1/17/97. [2] Acquisition of the 80% of MCI shares not already owned. [3] Figure includes Kohlberg Kravis Roberts's fee. [4] Westinghouse Electric's defense and electronics systems