8-K

               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C. 20549

                _________________________________

                            FORM 8-K

                         CURRENT REPORT

             PURSUANT TO SECTION 13 OR 15(d) OF THE

                 SECURITIES EXCHANGE ACT OF 1934



        Date of Report (Date of earliest event reported):
                           March 17, 1998

                     NATIONSBANK CORPORATION                   
     (Exact name of registrant as specified in its charter)

                          North Carolina
                    (State of Incorporation)

                             1-6523
                    (Commission File Number)

                           56-0906609
                (IRS Employer Identification No.)

                  NationsBank Corporate Center
                    Charlotte, North Carolina
           (Address of principal executive offices)

                              28255
                           (Zip Code)

                         (704) 386-5000
       Registrant's telephone number, including area code)


ITEM 5.  OTHER EVENTS.

     By action dated March 4, 1998, a Committee previously appointed by
the Board of Directors of the Registrant approved the public
offering of an aggregate principal amount of (i) $600,000,000 of
the Registrant's 5 3/4% Senior Notes, due 2001 (the "5 3/4% Senior
Notes"), and (ii) $400,000,000 of the Registrant's 6.80% Subordinated
Notes, due 2028 (the "6.80% Subordinated Notes", and together
with the the 5 3/4% Senior Notes, the "Notes") to various underwriters 
(the "Underwriters") and otherwise established the terms and conditions
 of the Notes and the sale thereof.  The resolutions of the Committee are
included as Exhibits 99.1 and 99.2 hereto.

     On March 17, 1998, the Registrant entered into separate 
underwriting agreements with the various Underwriters (the
"Underwriting Agreements") for each series of the Notes.  The
terms of the offering and the Notes are described in the
Registrant's Prospectus dated December 19, 1996 constituting a part
of the Registration Statements (hereinafter described), as
supplemented by a final Prospectus Supplement dated March 17, 1998 for 
each separate series of Notes.  The Underwriting Agreements are included as
Exhibits 1.1 and 1.2 hereto.

     The  Notes were issued pursuant to the Registrant's Registration 
Statement on Form S-3, Registration No. 333-13811, as amended ("Registration
No. 333-13811"), on a delayed basis pursuant to Rule 415 under the 
Securities Act of 1933, as amended (the "1933 Act"). Registration
No. 333-13811 registered up to $3,000,000,000 aggregate initial offering 
price of the Registrant's unsecured debt securities (either senior or
subordinated) and shares of its preferred stock, including
depositary shares, and common stock (collectively, "Securities"). 
After the closing of the sale of the Notes, expected to occur on March 23, 
1998, Securities having an aggregate initial offering price of 
$1,650,000,000 will remain unsold under Registration No. 333-13811.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

      (c)  Exhibits.

           The following exhibits are filed herewith:

           EXHIBIT NO.        DESCRIPTION OF EXHIBIT

               1.1       Underwriting Agreement dated
                         March 17, 1998 with respect to the
                         offering of the 5 3/4% Senior Notes

               1.2       Underwriting Agreement dated
                         March 17, 1998 with respect to the
                         offering of the 6.80% Subordinated 
                         Notes

               4.1       Form of 5 3/4% Senior Note
              
               4.2       Form of 6.80% Subordinated Note

               5.1       Form of Opinion of Smith Helms Mulliss
                         & Moore, L.L.P.,  regarding legality 
                         of the 5 3/4% Senior Notes.

               5.2       Form of Opinion of Smith Helms Mulliss
                         & Moore, L.L.P., regarding legality
                         of the 6.80% Subordinated Notes.

               99.1      Resolutions dated March 4, 1998
                         of a Committee appointed by the Board of
                         Directors with respect to the terms of
                         the offering of the 5 3/4% Senior Notes

               99.2      Resolutions dated March 4, 1998
                         of a Committee appointed by the Board of
                         Directors with respect to the terms of
                         the offering of the 6.80% Subordinated
                         Notes

               99.3      News Release disseminated on
                         March 17, 1998 regarding
                         the sale of the Notes




                            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.


                                    NATIONSBANK CORPORATION


                                   
                                   By:  /s/ CHARLES M. BERGER 
                                       Charles M. Berger
                                       Associate General Counsel

Dated: March 23, 1998

EX-1.1

                                 
                                                                 
                                             
                    NATIONSBANK CORPORATION

      UNDERWRITING AGREEMENT (5 3/4% Senior Notes, due 2001)


                                               New York, New York
                                                   March 17, 1998


To the Representatives
named in Schedule I
hereto of the Underwriters
named in Schedule II hereto

Dear Sirs:

     NationsBank Corporation, a North Carolina corporation (the
"Company"), proposes to sell to the underwriters named in
Schedule II hereto (the "Underwriters"), for whom you are acting
as representatives (the "Representatives"), the principal amount
of its securities identified in Schedule I hereto (the
"Securities"), to be issued under an indenture (the "Indenture")
dated as of January 1, 1995 between the Company and First Trust
of New York, National Association (successor to BankAmerica
National Trust Company), as trustee (the "Trustee").  If the firm
or firms listed in Schedule II hereto include only the firm or
firms listed in Schedule I hereto, then the terms "Underwriters"
and "Representatives", as used herein, each shall be deemed to
refer to such firm or firms.

     1.   Representations and Warranties.  The Company represents
and warrants to, and agrees with, each Underwriter that:

          (a)  The Company meets the requirements for use of
     Form S-3 under the Securities Act of 1933, as amended
     (the "Act"), and has filed with the Securities and Exchange
     Commission (the "Commission") a registration statement on
     such form (the file number of which is set forth in Schedule
     I hereto), which has become effective, for the registration
     under the Act of the Securities.  Such registration
     statement, as amended at the date of this Agreement, meets
     the requirements set forth in Rule 415(a)(1) under the Act
     and complies in all other material respects with said Rule. 
     The Company proposes to file with the Commission pursuant to
     Rule 424 or Rule 434 under the Act a supplement to the form
     of prospectus included in such registration statement
     relating to the Securities and the plan of distribution
     thereof and has previously advised you of all further
     information (financial and other) with respect to the
     Company to be set forth therein.  Such registration
     statement, including the exhibits thereto, as amended at the
     date of this Agreement, is hereinafter called the
     "Registration Statement;" such prospectus in the form in
     which it appears in the Registration Statement is
     hereinafter called the "Basic Prospectus;" and such
     supplemented form of prospectus, in the form in which it
     shall be filed with the Commission pursuant to Rule 424 or
     Rule 434 (including the Basic Prospectus as so supplemented)
     is hereinafter called the "Final Prospectus."  Any
     preliminary form of the Final Prospectus which has
     heretofore been filed pursuant to Rule 424 hereinafter is
     called the "Preliminary Final Prospectus."  Any reference
     herein to the Registration Statement, the Basic Prospectus,
     any Preliminary Final Prospectus or the Final Prospectus
     shall be deemed to refer to and include the documents
     incorporated by reference therein pursuant to Item 12 of
     Form S-3 which were filed under the Securities Exchange Act
     of 1934, as amended (the "Exchange Act"), on or before the
     date of this Agreement, or the issue date of the Basic
     Prospectus, any Preliminary Final Prospectus or the Final
     Prospectus, as the case may be; and any reference herein to
     the terms "amend," "amendment" or "supplement" with respect
     to the Registration Statement, the Basic Prospectus, and the
     Preliminary Final Prospectus or the Final Prospectus shall
     be deemed to refer to and include the filing of any document
     under the Exchange Act after the date of this Agreement, or
     the issue date of the Basic Prospectus, any Preliminary
     Final Prospectus or the Final Prospectus, as the case may
     be, and deemed to be incorporated therein by reference.

          (b)  As of the date hereof, when the Final Prospectus
     is first filed pursuant to Rule 424 or Rule 434 under the
     Act, when, prior to the Closing Date (as hereinafter
     defined), any amendment to the Registration Statement
     becomes effective (including the filing of any document
     incorporated by reference in the Registration Statement),
     when any supplement to the Final Prospectus is filed with
     the Commission and at the Closing Date (as hereinafter
     defined), (i) the Registration Statement as amended as of
     any such time, and the Final Prospectus, as amended or
     supplemented as of any such time, and the Indenture will
     comply in all material respects with the applicable
     requirements of the Act, the Trust Indenture Act of 1939
     (the "Trust Indenture Act") and the Exchange Act and the
     respective rules thereunder, (ii) the Registration
     Statement, as amended as of any such time, will not contain
     any untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary in
     order to make the statements therein not misleading, and
     (iii) the Final Prospectus, as amended or supplemented as of
     any such time, will not contain any untrue statement of a
     material fact or omit to state any material fact required to
     be stated therein or necessary in order to make the
     statements therein, in light of the circumstances under
     which they were made, not misleading; provided, however,
     that the Company makes no representations or warranties as
     to (A) that part of the Registration Statement which shall
     constitute the Statement of Eligibility and Qualification of
     the Trustee (Form T-1) under the Trust Indenture Act of the
     Trustee or (B) the information contained in or omitted from
     the Registration Statement or the Final Prospectus or any
     amendment thereof or supplement thereto in reliance upon and
     in conformity with information furnished in writing to the
     Company by or on behalf of any Underwriter through the
     Representatives specifically for use in connection with the
     preparation of the Registration Statement and the Final
     Prospectus.

     2.   Purchase and Sale.  Subject to the terms and conditions
and in reliance upon the representations and warranties herein
set forth, the Company agrees to sell to each Underwriter, and
each Underwriter agrees, severally and not jointly, to purchase
from the Company, at the purchase price set forth in Schedule I
hereto, the principal amount of the Securities set forth opposite
such Underwriter's name in Schedule II hereto, except that, if
Schedule I hereto provides for the sale of Securities pursuant to
delayed delivery arrangements, the respective principal amounts
of Securities to be purchased by the Underwriters shall be set
forth in Schedule II hereto, less the respective amounts of
Contract Securities determined as provided below.  Securities to
be purchased by the Underwriters are herein sometimes called the
"Underwriters' Securities" and Securities to be purchased
pursuant to Delayed Delivery Contracts as hereinafter provided
are herein called "Contract Securities."

     If so provided in Schedule I hereto, the Underwriters are
authorized to solicit offers to purchase Securities from the
Company pursuant to delayed delivery contracts ("Delayed Delivery
Contracts"), substantially in the form of Schedule III hereto but
with such changes therein as the Company may authorize or
approve.  The Underwriters will endeavor to make such
arrangements and, as compensation therefor, the Company will pay
to the Representatives, for the account of the Underwriters, on
the Closing Date, the percentage set forth in Schedule I hereto
of the principal amount of the Securities for which Delayed
Delivery Contracts are made.  Delayed Delivery Contracts are to
be with institutional investors, including commercial and savings
banks, insurance companies, pension funds, investment companies
and educational and charitable institutions.  The Company will
make Delayed Delivery Contracts in all cases where sales of
Contract Securities arranged by the Underwriters have been
approved by the Company but, except as the Company may otherwise
agree, each such Delayed Delivery Contract must be for not less
than the minimum principal amount set forth in Schedule I hereto
and the aggregate principal amount of Contract Securities may not
exceed the maximum aggregate principal amount set forth in
Schedule I hereto.  The Underwriters will not have any
responsibility in respect of the validity or performance of
Delayed Delivery Contracts.  The principal amount of Securities
to be purchased by each Underwriter as set forth in Schedule II
hereto shall be reduced by an amount which shall bear the same
proportion to the total principal amount of Contract Securities
as the principal amount of Securities set forth opposite the name
of such Underwriter bears to the aggregate principal amount set
forth in Schedule II hereto, except to the extent that you
determine that such reduction shall be otherwise than in such
proportion and so advise the Company in writing; provided,
however, that the total principal amount of Securities to be
purchased by all Underwriters shall be the aggregate principal
amount set forth in Schedule II hereto, less the aggregate
principal amount of Contract Securities.

     3.   Delivery and Payment.  Delivery of and payment for the
Underwriters' Securities shall be made on the date and at the
time specified in Schedule I hereto, which date and time may be
postponed by agreement between the Representatives and the
Company or as provided in Section 8 hereof (such date and time of
delivery and payment for the Securities being herein called the
"Closing Date").  Delivery of the Underwriters' Securities shall
be made to the Representatives for the respective accounts of the
several Underwriters against payment by the several Underwriters
through the Representatives of the purchase price thereof in the
manner set forth in Schedule I hereto.  Unless otherwise agreed,
certificates for the Underwriters' Securities shall be in the
form set forth in Schedule I hereto, and such certificates may be
deposited with The Depository Trust Company ("DTC") or a
custodian of DTC and registered in the name of Cede & Co., as
nominee for DTC.

     4.   Agreements.  The Company agrees with the several
Underwriters that:

          (a)  Prior to the termination of the offering of the
     Securities, the Company will not file any amendment of the
     Registration Statement or supplement (including the Final
     Prospectus) to the Basic Prospectus unless the Company has
     furnished you a copy for your review prior to filing and
     will not file any such proposed amendment or supplement to
     which you reasonably object.  Subject to the foregoing
     sentence, the Company will cause the Final Prospectus to be
     filed with the Commission pursuant to Rule 424 or Rule 434
     via the Electronic Data Gathering, Analysis and Retrieval
     System.  The Company will advise the Representatives
     promptly (i) when the Final Prospectus shall have been filed
     with the Commission pursuant to Rule 424 or Rule 434, (ii)
     when any amendment to the Registration Statement relating to
     the Securities shall have become effective, (iii) of any
     request by the Commission for any amendment of the
     Registration Statement or amendment of or supplement to the
     Final Prospectus or for any additional information, (iv) of
     the issuance by the Commission of any stop order suspending
     the effectiveness of the Registration Statement or the
     institution or threatening of any proceeding for that
     purpose and (v) of the receipt by the Company of any
     notification with respect to the suspension of the
     qualification of the Securities for sale in any jurisdiction
     or the initiation or threatening of any proceeding for such
     purpose.  The Company will use its best efforts to prevent
     the issuance of any such stop order and, if issued, to
     obtain as soon as possible the withdrawal thereof.

          (b)  If, at any time when a prospectus relating to the
     Securities is required to be delivered under the Act, except
     with respect to any such delivery requirement imposed upon
     an affiliate of the Company in connection with any secondary
     market sales, any event occurs as a result of which the
     Final Prospectus as then amended or supplemented would
     include any untrue statement of a material fact or omit to
     state any material fact necessary to make the statements
     therein in light of the circumstances under which they were
     made not misleading, or if it shall be necessary to amend or
     supplement the Final Prospectus to comply with the Act or
     the Exchange Act or the respective rules thereunder, the
     Company promptly will prepare and file with the Commission,
     subject to the first sentence of paragraph (a) of this
     Section 4, an amendment or supplement which will correct
     such statement or omission or an amendment which will effect
     such compliance.

          (c)  The Company will make generally available to its
     security holders and to the Representatives as soon as
     practicable, but not later than 60 days after the close of
     the period covered thereby, an earnings statement (in form
     complying with the provisions of Rule 158 of the regulations
     under the Act) covering a twelve month period beginning not
     later than the first day of the Company's fiscal quarter
     next following the "effective date" (as defined in said Rule
     158) of the Registration Statement. 

          (d)  The Company will furnish to the Representatives
     and counsel for the Underwriters, without charge, copies of
     the Registration Statement (including exhibits thereto) and
     each amendment thereto which shall become effective on or
     prior to the Closing Date and, so long as delivery of a
     prospectus by an Underwriter or dealer may be required by
     the Act, as many copies of any Preliminary Final Prospectus
     and the Final Prospectus and any amendments thereof and
     supplements thereto as the Representatives may reasonably
     request.  The Company will pay the expenses of printing all
     documents relating to the offering.

          (e)  The Company will arrange for the qualification of
     the Securities for sale under the laws of such jurisdictions
     as the Representatives may reasonably designate, will
     maintain such qualifications in effect so long as required
     for the distribution of the Securities and will arrange for
     the determination of the legality of the Securities for
     purchase by institutional investors; provided, however, that
     the Company shall not be required to qualify to do business
     in any jurisdiction where it is not now so qualified or to
     take any action which would subject it to general or
     unlimited service of process of any jurisdiction where it is
     not now so subject.

          (f)  Until the business day following the Closing Date,
     the Company will not, without the consent of the
     Representatives, offer or sell, or announce the offering of,
     any securities covered by the Registration Statement or by
     any other registration statement filed under the Act;
     provided, however, the Company may, at any time, offer or
     sell or announce the offering of any securities (A) covered
     by a registration statement on Form S-8 or (B) covered by a
     registration statement on Form S-3 and pursuant to which the
     Company issues securities for its Dividend Reinvestment
     Plan.

     5.   Conditions to the Obligations of the Underwriters.  The
obligations of the Underwriters to purchase the Underwriters'
Securities shall be subject to the accuracy of the
representations and warranties on the part of the Company
contained herein as of the date hereof, as of the date of the
effectiveness of any amendment to the Registration Statement
filed prior to the Closing Date (including the filing of any
document incorporated by reference therein) and as of the Closing
Date, to the accuracy of the statements of the Company made in
any certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and to
the following additional conditions:

          (a)  No stop order suspending the effectiveness of the
     Registration Statement, as amended from time to time, shall
     have been issued and no proceedings for that purpose shall
     have been instituted or threatened; and the Final Prospectus
     shall have been filed or mailed for filing with the
     Commission within the time period prescribed by the
     Commission. 

          (b)  The Company shall have furnished to the
     Representatives the opinion of Smith Helms Mulliss & Moore,
     L.L.P., counsel for the Company, dated the Closing Date, to
     the effect of paragraphs (i), (iv) and (vi) through (xii)
     below, and the opinion of Paul J. Polking, General Counsel
     to the Company, dated the Closing Date, to the effect of
     paragraphs (ii), (iii) and (v) below:

               (i)  the Company is a duly organized and validly
          existing corporation in good standing under the laws of
          the State of North Carolina, has the corporate power
          and authority to own its properties and conduct its
          business as described in the Final Prospectus, and is
          duly registered as a bank holding company under the
          Bank Holding Company Act of 1956, as amended;
          NationsBank, National Association, Barnett Bank, N.A.
          and NationsBank of Texas, National Association (or the
          successors to such entities) (collectively, the
          "Principal Subsidiary Banks") are national banking
          associations formed under the laws of the United States
          and authorized thereunder to transact business; 

               (ii) except for those jurisdictions specifically
          enumerated in such opinion, neither the Company nor any
          of the Principal Subsidiary Banks is required to be
          qualified or licensed to do business as a foreign
          corporation in any jurisdiction;

               (iii)     all the outstanding shares of capital
          stock of each Principal Subsidiary Bank have been duly
          and validly authorized and issued and are fully paid
          and (except as provided in 12 U.S.C. '55, as amended)
          nonassessable, and, except as otherwise set forth in
          the Final Prospectus, all outstanding shares of capital
          stock of the Principal Subsidiary Banks (except
          directors' qualifying shares) are owned, directly or
          indirectly, by the Company free and clear of any
          perfected security interest and, to the knowledge of
          such counsel, after due inquiry, any other security
          interests, claims, liens or encumbrances;

               (iv) the Securities conform in all material
          respects to the description thereof contained in the
          Final Prospectus;

               (v)  if the Securities are to be listed on the New
          York Stock Exchange, authorization therefor has been
          given, subject to official notice of issuance and
          evidence of satisfactory distribution, or the Company
          has filed a preliminary listing application and all
          required supporting documents with respect to the
          Securities with the New York Stock Exchange and such
          counsel has no reason to believe that the Securities
          will not be authorized for listing, subject to official
          notice of issuance and evidence of satisfactory
          distribution;

               (vi) the Indenture has been duly authorized,
          executed and delivered by the Company, has been duly
          qualified under the Trust Indenture Act, and
          constitutes a legal, valid and binding instrument
          enforceable against the Company in accordance with its
          terms (subject, as to enforcement of remedies, to
          applicable bankruptcy, reorganization, insolvency,
          moratorium, fraudulent conveyance or other similar laws
          affecting the rights of creditors now or hereafter in
          effect, and to equitable principles that may limit the
          right to specific enforcement of remedies, and further
          subject to 12 U.S.C. Section 1818(b)(6)(D) and similar bank
          regulatory powers and to the application of principles
          of public policy); and the Securities have been duly
          authorized and, when executed and authenticated in
          accordance with the provisions of the Indenture and
          delivered to and paid for by the Underwriters pursuant
          to this Agreement, in the case of the Underwriters'
          Securities, or by the purchasers thereof pursuant to
          Delayed Delivery Contracts, in the case of any Contract
          Securities, will constitute legal, valid and binding
          obligations of the Company entitled to the benefits of
          the Indenture (subject, as to enforcement of remedies,
          to applicable bankruptcy, reorganization, insolvency,
          moratorium, fraudulent conveyance or other similar laws
          affecting the rights of creditors now or hereafter in
          effect, and to equitable principles that may limit the
          right to specific enforcement of remedies, and further
          subject to 12 U.S.C. Section 1818(b)(6)(D) and similar bank
          regulatory powers and to the application of principles
          of public policy);

               (vii)     to the best knowledge of such counsel,
          there is no pending or threatened action, suit or
          proceeding before any court or governmental agency,
          authority or body or any arbitrator involving the
          Company or any of its subsidiaries, of a character
          required to be disclosed in the Registration Statement
          which is not adequately disclosed in the Final
          Prospectus, and there is no franchise, contract or
          other document of a character required to be described
          in the Registration Statement or Final Prospectus, or
          to be filed as an exhibit, which is not described or
          filed as required;

               (viii)    the Registration Statement has become
          effective under the Act; to the best knowledge of such
          counsel no stop order suspending the effectiveness of
          the Registration Statement has been issued and no
          proceedings for that purpose have been instituted or
          threatened; the Registration Statement, the Final
          Prospectus and each amendment thereof or supplement
          thereto (other than the financial statements and other
          financial and statistical information contained therein
          or incorporated by reference therein, as to which such
          counsel need express no opinion) comply as to form in
          all material respects with the applicable requirements
          of the Act and the Exchange Act and the respective
          rules thereunder;

               (ix) this Agreement and any Delayed Delivery
          Contracts have been duly authorized, executed and
          delivered by the Company and each constitutes a legal,
          valid and binding agreement of the Company enforceable
          against the Company in accordance with its terms
          (subject, as to enforcement of remedies, to applicable
          bankruptcy, reorganization, insolvency, moratorium,
          fraudulent conveyance or other similar laws affecting
          the rights of creditors now or hereafter in effect, and
          to equitable principles that may limit the right to
          specific enforcement of remedies, and except insofar as
          the enforceability of the indemnity and contribution
          provisions contained in this Agreement may be limited
          by federal and state securities laws, and further
          subject to 12 U.S.C. Section 1818(b)(6)(D) and similar bank
          regulatory powers and to the application of principles
          of public policy);

               (x)  no consent, approval, authorization or order
          of any court or governmental agency or body is required
          on behalf of the Company for the consummation of the
          transactions contemplated herein or in any Delayed
          Delivery Contracts, except such as have been obtained
          under the Act and such as may be required under the
          blue sky or insurance laws of any jurisdiction in
          connection with the purchase and distribution of the
          Securities by the Underwriters and such other approvals
          (specified in such opinion) as have been obtained;

               (xi) neither the issue and sale of the Securities,
          nor the consummation of any other of the transactions
          herein contemplated nor the fulfillment of the terms
          hereof or of any Delayed Delivery Contracts will
          conflict with, result in a breach of, or constitute a
          default under the articles of incorporation or by-laws
          of the Company or, to the best knowledge of such
          counsel, the terms of any material indenture or other
          agreement or instrument known to such counsel and to
          which the Company or any of the Principal Subsidiary
          Banks is a party or bound, or any order or regulation
          known to such counsel to be applicable to the Company
          or any of the Principal Subsidiary Banks of any court,
          regulatory body, administrative agency, governmental
          body or arbitrator having jurisdiction over the Company
          or any of its affiliates; and

               (xii)      to the best knowledge and information
          of such counsel, each holder of securities of the
          Company having rights to the registration of such
          securities under the Registration Statement has waived
          such rights or such rights have expired by reason of
          lapse of time following notification of the Company's
          intention to file the Registration Statement.

          In rendering such opinion, but without opining in
          connection therewith, such counsel shall also state
          that, although it has not independently verified, is
          not passing upon and assumes no responsibility for the
          accuracy, completeness or fairness of the statements
          contained in the Registration Statement, it has no
          reason to believe that the Registration Statement or
          any amendment thereof at the time it became effective
          contained any untrue statement of a material fact or
          omitted to state any material fact required to be
          stated therein or necessary to make the statements
          therein not misleading or that the Final Prospectus, as
          amended or supplemented, contains any untrue statement
          of a material fact or omits to state a material fact
          necessary to make the statements therein, in light of
          the circumstances under which they were made, not
          misleading.

          In rendering such opinion, such counsel may rely (A) as
          to matters involving the application of laws of any
          jurisdiction other than the State of North Carolina or
          the United States, to the extent deemed proper and
          specified in such opinion, upon the opinion of other
          counsel of good standing believed to be reliable and
          who are satisfactory to counsel for the Underwriters;
          and (B) as to matters of fact, to the extent deemed
          proper, on certificates of responsible officers of the
          Company and its subsidiaries and public officials.

          (c)  The Representatives shall have received from
     Stroock & Stroock & Lavan LLP, counsel for the Underwriters,
     such opinion or opinions, dated the Closing Date, with
     respect to the issuance and sale of the Securities, the
     Indenture, any Delayed Delivery Contracts, the Registration
     Statement, the Final Prospectus and other related matters as
     the Representatives may reasonably require, and the Company
     shall have furnished to such counsel such documents as they
     request for the purpose of enabling them to pass upon such
     matters.

          (d)  The Company shall have furnished to the
     Representatives a certificate of the Company, signed by the
     Chairman of the Board and Chief Executive Officer or a
     Senior Vice President and the principal financial or
     accounting officer of the Company, dated the Closing Date,
     to the effect that the signers of such certificate have
     carefully examined the Registration Statement, the Final
     Prospectus and this Agreement and that to the best of their
     knowledge:

               (i)  the representations and warranties of the
          Company in this Agreement are true and correct in all
          material respects on and as of the Closing Date with
          the same effect as if made on the Closing Date and the
          Company has complied with all the agreements and
          satisfied all the conditions on its part to be
          performed or satisfied at or prior to the Closing Date;

               (ii) no stop order suspending the effectiveness of
          the Registration Statement, as amended, has been issued
          and no proceedings for that purpose have been
          instituted or threatened; and

               (iii)     since the date of the most recent
          financial statements included in the Final Prospectus,
          there has been no material adverse change in the
          condition (financial or other), earnings, business or
          properties of the Company and its subsidiaries, whether
          or not arising from transactions in the ordinary course
          of business, except as set forth in or contemplated in
          the Final Prospectus.

          (e)  At the Closing Date, Price Waterhouse LLP shall
     have furnished to the Representatives a letter or letters
     (which may refer to letters previously delivered to one or
     more of the Representatives), dated as of the Closing Date,
     in form and substance satisfactory to the Representatives,
     confirming that the response, if any, to Item 10 of the
     Registration Statement is correct insofar as it relates to
     them and stating in effect that:

               (i)  They are independent accountants within the
          meaning of the Act and the Exchange Act and the
          respective applicable published rules and regulations
          thereunder.

               (ii) In their opinion, the consolidated financial
          statements of the Company and its subsidiaries audited
          by them and included or incorporated by reference in
          the Registration Statement and Final Prospectus comply
          as to form in all material respects with the applicable
          accounting requirements of the Act and the regulations
          thereunder with respect to registration statements on
          Form S-3 and the Exchange Act and the regulations
          thereunder.

               (iii)     On the basis of procedures (but not an
          audit in accordance with generally accepted auditing
          standards) consisting of:

                    (a)  Reading the minutes of the meetings of
               the shareholders, the board of directors,
               executive committee and audit committee of the
               Company and the boards of directors and executive
               committees of its subsidiaries as set forth in the
               minute books through a specified date not more
               than five business days prior to the date of
               delivery of such letter;

                    (b)  Performing the procedures specified by
               the American Institute of Certified Public
               Accountants for a review of interim financial
               information as described in SAS No. 71, Interim
               Financial Information, on the unaudited condensed
               consolidated interim financial statements of the
               Company and its consolidated subsidiaries included
               or incorporated by reference in the Registration
               Statement and Final Prospectus and reading the
               unaudited interim financial data, if any, for the
               period from the date of the latest balance sheet
               included or incorporated by reference in the
               Registration Statement and Final Prospectus to the
               date of the latest available interim financial
               data; and 

                    (c)  Making inquiries of certain officials of
               the Company who have responsibility for financial
               and accounting matters regarding the specific
               items for which representations are requested
               below;

     nothing has come to their attention as a result of the
     foregoing procedures that caused them to believe that:

                    (1)  the unaudited condensed consolidated
               interim financial statements, included or
               incorporated by reference in the Registration
               Statement and Final Prospectus, do not comply as
               to form in all material respects with the
               applicable accounting requirements of the Exchange
               Act and the published rules and regulations
               thereunder;

                    (2)  any material modifications should be
               made to the unaudited condensed consolidated
               interim financial statements, included or
               incorporated by reference in the Registration
               Statement and Final Prospectus, for them to be in
               conformity with generally accepted accounting
               principles;

                    (3)  (i)  at the date of the latest available
               interim financial data and at the specified date
               not more than five business days prior to the date
               of the delivery of such letter, there was any
               change in the capital stock or the long-term debt
               (other than scheduled repayments of such debt) or
               any decreases in shareholders' equity of the
               Company and the subsidiaries on a consolidated
               basis as compared with the amounts shown in the
               latest balance sheet included or incorporated by
               reference in the Registration Statement and the
               Final Prospectus or (ii) for the period from the
               date of the latest available financial data to a
               specified date not more than five business days
               prior to the delivery of such letter, there was
               any change in the capital stock or the long-term
               debt (other than scheduled repayments of such
               debt) or any decreases in shareholders' equity of
               the Company and the subsidiaries on a consolidated
               basis, except in all instances for changes or
               decreases which the Registration Statement and
               Prospectus discloses have occurred or may occur,
               or Price Waterhouse LLP shall state any specific
               changes or decreases.

               (iv) The letter shall also state that Price
          Waterhouse LLP has carried out certain other specified
          procedures, not constituting an audit, with respect to
          certain amounts, percentages and financial information
          which are included or incorporated by reference in the
          Registration Statement and Final Prospectus and which
          are specified by the Representatives and agreed to by
          Price Waterhouse LLP, and has found such amounts,
          percentages and financial information to be in
          agreement with the relevant accounting, financial and
          other records of the Company and its subsidiaries
          identified in such letter.

          In addition, at the time this Agreement is executed,
     Price Waterhouse LLP shall have furnished to the
     Representatives a letter or letters, dated the date of this
     Agreement, in form and substance satisfactory to the
     Representatives, to the effect set forth in this paragraph
     (e) and in Schedule I hereto.

          (f)  Subsequent to the respective dates as of which
     information is given in the Registration Statement and the
     Final Prospectus, there shall not have been (i) any change
     or decrease specified in the letter or letters referred to
     in paragraph (e) of this Section 5 or (ii) any change, or
     any development involving a prospective change, in or
     affecting the earnings, business or properties of the
     Company and its subsidiaries the effect of which, in any
     case referred to in clause (i) or (ii) above, is, in the
     judgment of the Representatives, so material and adverse as
     to make it impractical or inadvisable to proceed with the
     offering or the delivery of the Securities as contemplated
     by the Registration Statement and the Final Prospectus.

          (g)  Prior to the Closing Date, the Company shall have
     furnished to the Representatives such further information,
     certificates and documents as the Representatives may
     reasonably request.

          (h)  The Company shall have accepted Delayed Delivery
     Contracts in any case where sales of Contract Securities
     arranged by the Underwriters have been approved by the
     Company.

     If any of the conditions specified in this Section 5 shall
not have been fulfilled in all material respects when and as
provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall
not be in all material respects reasonably satisfactory in form
and substance to the Representatives and their counsel, this
Agreement and all obligations of the Underwriters hereunder may
be canceled at, or at any time prior to, the Closing Date by the
Representatives.  Notice of such cancellation shall be given to
the Company in writing or by telephone or telegraph confirmed in
writing.

     6.   Reimbursement of Underwriters' Expenses.  If the sale
of the Securities provided for herein is not consummated because
any condition to the obligations of the Underwriters set forth in
Section 5 hereof is not satisfied or because of any refusal,
inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than
by reason of a default by any of the Underwriters, the Company
will reimburse the Underwriters severally upon demand for all
out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them
in connection with the proposed purchase and sale of the
Securities.

     7.   Indemnification and Contribution.  (a)  The Company
agrees to indemnify and hold harmless each Underwriter and each
person who controls any Underwriter within the meaning of either
the Act or the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of
them may become subject under the Act, the Exchange Act or other
Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement as originally filed
or in any amendment thereof, or arise out of or are based upon
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, or arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact
contained in the Prospectus, or any amendment or supplement
thereof, or arise out of or are based upon any omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading, and agrees to reimburse each such indemnified party
for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that (i) the
Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement
or omission or alleged omission made therein in reliance upon and
in conformity with written information furnished to the Company
by or on behalf of any Underwriter through the Representatives
specifically for use in connection with the preparation thereof,
or arises out of or is based upon statements in or omissions from
that part of the Registration Statement which shall constitute
the Statement of Eligibility and Qualification of the Trustee
(Form T-1) under the 1939 Act of either of the Trustees, and (ii)
such indemnity with respect to the Basic Prospectus or any
Preliminary Final Prospectus shall not inure to the benefit of
any Underwriter (or any person controlling such Underwriter) from
whom the person asserting any such loss, claim, damage or
liability purchased the Securities which are the subject thereof
if such person did not receive a copy of the Final Prospectus (or
the Final Prospectus as amended or supplemented) excluding
documents incorporated therein by reference at or prior to the
confirmation of the sale of such Securities to such person in any
case where such delivery is required by the Act and the untrue
statement or omission of a material fact contained in the Basic
Prospectus or any Preliminary Final Prospectus was corrected in
the Final Prospectus (or the Final Prospectus as amended or
supplemented).  This indemnity agreement will be in addition to
any liability which the Company may otherwise have.

     (b)  Each Underwriter severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers
who signs the Registration Statement, and each person who
controls the Company within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from
the Company to each Underwriter, but only with reference to
written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the
Representatives specifically for use in the preparation of the
documents referred to in the foregoing indemnity.  This indemnity
agreement will be in addition to any liability which any
Underwriter may otherwise have.  The Company acknowledges that
the statements set forth in the language on the cover page
required by Item 509 of Regulation S-K and under the heading
"Underwriting" or "Plan of Distribution" in any Preliminary Final
Prospectus or the Final Prospectus constitute the only
information furnished in writing by or on behalf of the several
Underwriters for inclusion in the documents referred to in the
foregoing indemnity, and you, as the Representatives, confirm
that such statements are correct.

     (c)  Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 7.  In case
any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and,
to the extent that it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available
to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties.  Upon
receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying
party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed separate
counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel,
approved by the Representatives in the case of subparagraph (a),
representing the indemnified parties under subparagraph (a) who
are parties to such action), (ii) the indemnifying party shall
not have employed counsel satisfactory to the indemnified party
to represent the indemnified party within a reasonable time after
notice of commencement of the action or (iii) the indemnifying
party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party; and
except that if clause (i) or (iii) is applicable, such liability
shall be only in respect of the counsel referred to in such
clause (i) or (iii).

     (d)  To provide for just and equitable contribution in
circumstances in which the indemnification provided for in
paragraph (a) of this Section 7 is due in accordance with its
terms but is for any reason held by a court to be unavailable
from the Company on the grounds of policy or otherwise, the
Company and the Underwriters shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or
defending same) to which the Company and one or more of the
Underwriters may be subject in such proportion so that the
Underwriters are responsible for that portion represented by the
percentage that the underwriting discount bears to the sum of
such discount and the purchase price of the Securities specified
in Schedule I hereto and the Company is responsible for the
balance; provided, however, that (y) in no case shall any
Underwriter (except as may be provided in any agreement among
underwriters relating to the offering of the Securities) be
responsible for any amount in excess of the underwriting discount
applicable to the Securities purchased by such Underwriter
hereunder and (z) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.  For purposes of
this Section 7, each person who controls an Underwriter within
the meaning of the Act shall have the same rights to contribution
as such Underwriter, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, each
officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same
rights to contribution as the Company, subject in each case to
clause (y) of this paragraph (d).  Any party entitled to
contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party
in respect of which a claim for contribution may be made against
another party or parties under this paragraph (d), notify such
party or parties from whom contribution may be sought, but the
omission to so notify such party or parties shall not relieve the
party or parties from whom contribution may be sought from any
other obligation it or they may have hereunder or otherwise than
under this paragraph (d).

     8.   Default by an Underwriter.  If any one or more
Underwriters shall fail to purchase and pay for any of the
Securities agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters
shall be obligated severally to take up and pay for (in the
respective proportions which the amount of Securities set forth
opposite their names in Schedule II hereto bear to the aggregate
amount of Securities set forth opposite the names of all the
remaining Underwriters) the Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase;
provided, however, that in the event that the aggregate amount of
Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase shall exceed 10% of the aggregate
amount of Securities set forth in Schedule II hereto, the
remaining Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the
Securities, and if such nondefaulting Underwriters do not
purchase all the Securities, this Agreement will terminate
without liability to any nondefaulting Underwriter or the
Company.  In the event of a default by any Underwriter as set
forth in this Section 8, the Closing Date shall be postponed for
such period, not exceeding seven days, as the Representatives
shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other
documents or arrangements may be effected.  Nothing contained in
this Agreement shall relieve any defaulting Underwriter of its
liability, if any, to the Company and any nondefaulting
Underwriter for damages occasioned by its default hereunder.
     
     9.   Termination.  This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by
notice given to the Company prior to delivery of and payment for
the Securities, if prior to such time (i) trading in securities
generally on the New York Stock Exchange shall have been
suspended or limited or minimum prices shall have been
established on such exchange, (ii) a banking moratorium shall
have been declared by Federal authorities or (iii) there shall
have occurred any outbreak or material escalation of hostilities
or other calamity or crisis the effect of which on the financial
markets of the United States is such as to make it, in the
judgment of the Representatives, impracticable to market the
Securities.

     10.  Representations and Indemnities to Survive.  The
respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers and of the
Underwriters set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in
Section 7 hereof, and will survive delivery of and payment for
the Securities.  The provisions of Section 6 and 7 hereof and
this Section 10 shall survive the termination or cancellation of
this Agreement.

     11.  Notices.  All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Representatives, will be mailed, delivered or telegraphed and
confirmed to them, at the address specified in Schedule I hereto,
with a copy to:  Stroock & Stroock & Lavan LLP, 180 Maiden Lane,
New York, New York  10038, Attn: James R. Tanenbaum; or, if sent
to the Company, will be mailed, delivered or telegraphed and
confirmed to it at NationsBank Corporate Center, Charlotte, North
Carolina 28255, attention of the Secretary, with a copy to each
of:  NationsBank Corporation, NationsBank Corporate Center, Legal
Department, NC 1007-20-1, Charlotte, North Carolina 28255, Attn:
Paul J. Polking, General Counsel; and Smith Helms Mulliss &
Moore, L.L.P., 201 North Tryon Street, Charlotte, North Carolina 
28202, Attn: Boyd C. Campbell, Jr.

     12.  Successors.  This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling persons
referred to in Section 7 hereof, and no other person will have
any right or obligation hereunder.

     13.  Applicable Law.  This Agreement will be governed by and
construed in accordance with the internal laws of the State of
New York, without giving effect to principles of conflict of
laws.
     If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement among the Company and the several
Underwriters.

                                   Very truly yours,

                                   NATIONSBANK CORPORATION


                                   By: /S/ JOHN E. MACK
                                   Title: Senior Vice President  
     
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.



By:  NATIONSBANC MONTGOMERY SECURITIES LLC

By: /s/ MICHAEL A. WHEELER
Title: Managing Director

For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.

                            SCHEDULE I



Underwriting Agreement dated March 17, 1998

Registration Statement No. 333-13811

Representatives:    NationsBanc Montgomery Securities LLC
            Morgan Stanley & Co. Incorporated
            Prudential Securities Incorporated
            Salomon Brothers Inc

Address of Representatives:   c/o NationsBanc Montgomery
Securities LLC
                    100 North Tryon Street, 7th Floor
                    Charlotte, North Carolina  28255
                    Attention: Michael Wheeler, Managing
Director


Title, Purchase Price and Description of Securities:

     Title:  5 3/4% Senior Notes, due 2001

     Principal amount:  $600,000,000

     Purchase price (include type of funds and accrued interest
     or amortization, if applicable): 99.358%; in federal (same
     day) funds or wire transfer to an account previously
     designated to the Representatives by the Company or, if
     agreed to by the Representatives and the Company, by
     certified or official bank check or checks.

     Sinking fund provisions:  none

     Redemption provisions:  none

     Other provisions:  none

Closing Date, Time and Location: March 23, 1998, New York City
time, Office of Stroock & Stroock & Lavan LLP

Listing:  none

Delayed Delivery Arrangements:  none

Additional items to be covered by the letter from Price
Waterhouse delivered pursuant to Section 5(e) at the
time this Agreement is executed:  none
                           SCHEDULE II


                                                 Principal Amount
                                                 of Securities to
Underwriters                                       be Purchased  


NationsBanc Montgomery Securities LLC                $150,000,000
Morgan Stanley & Co. Incorporated                    $150,000,000
Prudential Securities Incorporated                   $150,000,000
Salomon Brothers Inc                                 $150,000,000

       TOTAL                                         $600,000,000


                                                 
                           SCHEDULE III

                    Delayed Delivery Contract

                                                           , 19  
[Insert name and address
 of lead Representative]

Dear Sirs:

     The undersigned hereby agrees to purchase from NationsBank
Corporation (the "Company"), and the Company agrees to sell to
the undersigned, on                 , 19  , (the "Delivery
Date"),                   $          principal amount of the
Company's                        (the "Securities") offered by
the Company's Final Prospectus dated           , 19  , receipt of
a copy of which is hereby acknowledged, at a purchase price of   
% of the principal amount thereof, plus accrued interest, if any,
thereon from                  , 19  , to the date of payment and
delivery, and on the further terms and conditions set forth in
this contract.

     Payment for the Securities to be purchased by the
undersigned shall be made on or before 11:00 A.M. on the Delivery
Date to or upon the order of the Company in New York Clearing
House (next day) funds, at your office or at such other place as
shall be agreed between the Company and the undersigned upon
delivery to the undersigned of the Securities in definitive fully
registered form and in such authorized denominations and
registered in such names as the undersigned may request by
written or telegraphic communication addressed to the Company not
less than five full business days prior to the Delivery Date.  If
no request is received, the Securities will be registered in the
name of the undersigned and issued in a denomination equal to the
aggregate principal amount of Securities to be purchased by the
undersigned on the Delivery Date.

     The obligation of the undersigned to take delivery of and
make payment for Securities on the Delivery Date, and the
obligation of the Company to sell and deliver Securities on the
Delivery Date, shall be subject to the conditions (and neither
party shall incur any liability by reason of the failure thereof)
that (1) the purchase of Securities to be made by the
undersigned, which purchase the undersigned represents is not
prohibited on the date hereof, shall not on the Delivery Date be
prohibited under the laws of the jurisdiction to which the
undersigned is subject, and (2) the Company, on or before the
Delivery Date, shall have sold to certain underwriters (the
"Underwriters") such principal amount of the Securities as is to
be sold to them pursuant to the Underwriting Agreement referred
to in the Final Prospectus mentioned above.  Promptly after
completion of such sale to the Underwriters, the Company will
mail or deliver to the undersigned at its address set forth below
notice to such effect, accompanied by a copy of the opinion of
counsel for the Company delivered to the Underwriters in
connection therewith.  The obligation of the undersigned to take
delivery of and make payment for the Securities, and the
obligation of the Company to cause the Securities to be sold and
delivered, shall not be affected by the failure of any purchaser
to take delivery of and make payment for the Securities pursuant
to other contracts similar to this contract.

     This contract will inure to the benefit of and be binding
upon the parties hereto and their respective successors, but will
not be assignable by either party hereto without the written
consent of the other.

     It is understood that acceptance of this contract and other
similar contracts is in the Company's sole discretion and,
without limiting the foregoing, need not be on the first come,
first served basis.  If this contract is acceptable to the
Company, it is required that the Company sign the form of
acceptance below and mail or deliver one of the counterparts
hereof to the undersigned at its address set forth below.  This
will become a binding contract between the Company and the
undersigned, as of the date first above written, when such
counterpart is so mailed or delivered.

     This agreement shall be governed by and construed in
accordance with the internal laws of the State of New York,
without giving effect to principles of conflict of laws.

                              Very truly yours,


                              _____________________________
                                   (Name of Purchaser)

                              BY:____________________________
                              (Signature and Title of Officer)


                              ________________________________
                                        (Address)
Accepted:

NATIONSBANK CORPORATION

By:____________________________
     (Authorized Signature)

EX-1.2

                                 
                                                                 
                                             
                    NATIONSBANK CORPORATION

   UNDERWRITING AGREEMENT (6.80% Subordinated Notes, due 2028)


                                               New York, New York
                                                   March 17, 1998


To the Representatives
named in Schedule I
hereto of the Underwriters
named in Schedule II hereto

Dear Sirs:

     NationsBank Corporation, a North Carolina corporation (the
"Company"), proposes to sell to the underwriters named in
Schedule II hereto (the "Underwriters"), for whom you are acting
as representatives (the "Representatives"), the principal amount
of its securities identified in Schedule I hereto (the
"Securities"), to be issued under an indenture (the "Indenture")
dated as of January 1, 1995 between the Company and The Bank of
New York, as trustee (the "Trustee").  If the firm or firms
listed in Schedule II hereto include only the firm or firms
listed in Schedule I hereto, then the terms "Underwriters" and
"Representatives", as used herein, each shall be deemed to refer
to such firm or firms.

     1.   Representations and Warranties.  The Company represents
and warrants to, and agrees with, each Underwriter that:

          (a)  The Company meets the requirements for use of
     Form S-3 under the Securities Act of 1933, as amended
     (the "Act"), and has filed with the Securities and Exchange
     Commission (the "Commission") a registration statement on
     such form (the file number of which is set forth in Schedule
     I hereto), which has become effective, for the registration
     under the Act of the Securities.  Such registration
     statement, as amended at the date of this Agreement, meets
     the requirements set forth in Rule 415(a)(1) under the Act
     and complies in all other material respects with said Rule. 
     The Company proposes to file with the Commission pursuant to
     Rule 424 or Rule 434 under the Act a supplement to the form
     of prospectus included in such registration statement
     relating to the Securities and the plan of distribution
     thereof and has previously advised you of all further
     information (financial and other) with respect to the
     Company to be set forth therein.  Such registration
     statement, including the exhibits thereto, as amended at the
     date of this Agreement, is hereinafter called the
     "Registration Statement;" such prospectus in the form in
     which it appears in the Registration Statement is
     hereinafter called the "Basic Prospectus;" and such
     supplemented form of prospectus, in the form in which it
     shall be filed with the Commission pursuant to Rule 424 or
     Rule 434 (including the Basic Prospectus as so supplemented)
     is hereinafter called the "Final Prospectus."  Any
     preliminary form of the Final Prospectus which has
     heretofore been filed pursuant to Rule 424 hereinafter is
     called the "Preliminary Final Prospectus."  Any reference
     herein to the Registration Statement, the Basic Prospectus,
     any Preliminary Final Prospectus or the Final Prospectus
     shall be deemed to refer to and include the documents
     incorporated by reference therein pursuant to Item 12 of
     Form S-3 which were filed under the Securities Exchange Act
     of 1934, as amended (the "Exchange Act"), on or before the
     date of this Agreement, or the issue date of the Basic
     Prospectus, any Preliminary Final Prospectus or the Final
     Prospectus, as the case may be; and any reference herein to
     the terms "amend," "amendment" or "supplement" with respect
     to the Registration Statement, the Basic Prospectus, and the
     Preliminary Final Prospectus or the Final Prospectus shall
     be deemed to refer to and include the filing of any document
     under the Exchange Act after the date of this Agreement, or
     the issue date of the Basic Prospectus, any Preliminary
     Final Prospectus or the Final Prospectus, as the case may
     be, and deemed to be incorporated therein by reference.

          (b)  As of the date hereof, when the Final Prospectus
     is first filed pursuant to Rule 424 or Rule 434 under the
     Act, when, prior to the Closing Date (as hereinafter
     defined), any amendment to the Registration Statement
     becomes effective (including the filing of any document
     incorporated by reference in the Registration Statement),
     when any supplement to the Final Prospectus is filed with
     the Commission and at the Closing Date (as hereinafter
     defined), (i) the Registration Statement as amended as of
     any such time, and the Final Prospectus, as amended or
     supplemented as of any such time, and the Indenture will
     comply in all material respects with the applicable
     requirements of the Act, the Trust Indenture Act of 1939
     (the "Trust Indenture Act") and the Exchange Act and the
     respective rules thereunder, (ii) the Registration
     Statement, as amended as of any such time, will not contain
     any untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary in
     order to make the statements therein not misleading, and
     (iii) the Final Prospectus, as amended or supplemented as of
     any such time, will not contain any untrue statement of a
     material fact or omit to state any material fact required to
     be stated therein or necessary in order to make the
     statements therein, in light of the circumstances under
     which they were made, not misleading; provided, however,
     that the Company makes no representations or warranties as
     to (A) that part of the Registration Statement which shall
     constitute the Statement of Eligibility and Qualification of
     the Trustee (Form T-1) under the Trust Indenture Act of the
     Trustee or (B) the information contained in or omitted from
     the Registration Statement or the Final Prospectus or any
     amendment thereof or supplement thereto in reliance upon and
     in conformity with information furnished in writing to the
     Company by or on behalf of any Underwriter through the
     Representatives specifically for use in connection with the
     preparation of the Registration Statement and the Final
     Prospectus.

     2.   Purchase and Sale.  Subject to the terms and conditions
and in reliance upon the representations and warranties herein
set forth, the Company agrees to sell to each Underwriter, and
each Underwriter agrees, severally and not jointly, to purchase
from the Company, at the purchase price set forth in Schedule I
hereto, the principal amount of the Securities set forth opposite
such Underwriter's name in Schedule II hereto, except that, if
Schedule I hereto provides for the sale of Securities pursuant to
delayed delivery arrangements, the respective principal amounts
of Securities to be purchased by the Underwriters shall be set
forth in Schedule II hereto, less the respective amounts of
Contract Securities determined as provided below.  Securities to
be purchased by the Underwriters are herein sometimes called the
"Underwriters' Securities" and Securities to be purchased
pursuant to Delayed Delivery Contracts as hereinafter provided
are herein called "Contract Securities."

     If so provided in Schedule I hereto, the Underwriters are
authorized to solicit offers to purchase Securities from the
Company pursuant to delayed delivery contracts ("Delayed Delivery
Contracts"), substantially in the form of Schedule III hereto but
with such changes therein as the Company may authorize or
approve.  The Underwriters will endeavor to make such
arrangements and, as compensation therefor, the Company will pay
to the Representatives, for the account of the Underwriters, on
the Closing Date, the percentage set forth in Schedule I hereto
of the principal amount of the Securities for which Delayed
Delivery Contracts are made.  Delayed Delivery Contracts are to
be with institutional investors, including commercial and savings
banks, insurance companies, pension funds, investment companies
and educational and charitable institutions.  The Company will
make Delayed Delivery Contracts in all cases where sales of
Contract Securities arranged by the Underwriters have been
approved by the Company but, except as the Company may otherwise
agree, each such Delayed Delivery Contract must be for not less
than the minimum principal amount set forth in Schedule I hereto
and the aggregate principal amount of Contract Securities may not
exceed the maximum aggregate principal amount set forth in
Schedule I hereto.  The Underwriters will not have any
responsibility in respect of the validity or performance of
Delayed Delivery Contracts.  The principal amount of Securities
to be purchased by each Underwriter as set forth in Schedule II
hereto shall be reduced by an amount which shall bear the same
proportion to the total principal amount of Contract Securities
as the principal amount of Securities set forth opposite the name
of such Underwriter bears to the aggregate principal amount set
forth in Schedule II hereto, except to the extent that you
determine that such reduction shall be otherwise than in such
proportion and so advise the Company in writing; provided,
however, that the total principal amount of Securities to be
purchased by all Underwriters shall be the aggregate principal
amount set forth in Schedule II hereto, less the aggregate
principal amount of Contract Securities.

     3.   Delivery and Payment.  Delivery of and payment for the
Underwriters' Securities shall be made on the date and at the
time specified in Schedule I hereto, which date and time may be
postponed by agreement between the Representatives and the
Company or as provided in Section 8 hereof (such date and time of
delivery and payment for the Securities being herein called the
"Closing Date").  Delivery of the Underwriters' Securities shall
be made to the Representatives for the respective accounts of the
several Underwriters against payment by the several Underwriters
through the Representatives of the purchase price thereof in the
manner set forth in Schedule I hereto.  Unless otherwise agreed,
certificates for the Underwriters' Securities shall be in the
form set forth in Schedule I hereto, and such certificates may be
deposited with The Depository Trust Company ("DTC") or a
custodian of DTC and registered in the name of Cede & Co., as
nominee for DTC.

     4.   Agreements.  The Company agrees with the several
Underwriters that:

          (a)  Prior to the termination of the offering of the
     Securities, the Company will not file any amendment of the
     Registration Statement or supplement (including the Final
     Prospectus) to the Basic Prospectus unless the Company has
     furnished you a copy for your review prior to filing and
     will not file any such proposed amendment or supplement to
     which you reasonably object.  Subject to the foregoing
     sentence, the Company will cause the Final Prospectus to be
     filed with the Commission pursuant to Rule 424 or Rule 434
     via the Electronic Data Gathering, Analysis and Retrieval
     System.  The Company will advise the Representatives
     promptly (i) when the Final Prospectus shall have been filed
     with the Commission pursuant to Rule 424 or Rule 434, (ii)
     when any amendment to the Registration Statement relating to
     the Securities shall have become effective, (iii) of any
     request by the Commission for any amendment of the
     Registration Statement or amendment of or supplement to the
     Final Prospectus or for any additional information, (iv) of
     the issuance by the Commission of any stop order suspending
     the effectiveness of the Registration Statement or the
     institution or threatening of any proceeding for that
     purpose and (v) of the receipt by the Company of any
     notification with respect to the suspension of the
     qualification of the Securities for sale in any jurisdiction
     or the initiation or threatening of any proceeding for such
     purpose.  The Company will use its best efforts to prevent
     the issuance of any such stop order and, if issued, to
     obtain as soon as possible the withdrawal thereof.

          (b)  If, at any time when a prospectus relating to the
     Securities is required to be delivered under the Act, except
     with respect to any such delivery requirement imposed upon
     an affiliate of the Company in connection with any secondary
     market sales, any event occurs as a result of which the
     Final Prospectus as then amended or supplemented would
     include any untrue statement of a material fact or omit to
     state any material fact necessary to make the statements
     therein in light of the circumstances under which they were
     made not misleading, or if it shall be necessary to amend or
     supplement the Final Prospectus to comply with the Act or
     the Exchange Act or the respective rules thereunder, the
     Company promptly will prepare and file with the Commission,
     subject to the first sentence of paragraph (a) of this
     Section 4, an amendment or supplement which will correct
     such statement or omission or an amendment which will effect
     such compliance.

          (c)  The Company will make generally available to its
     security holders and to the Representatives as soon as
     practicable, but not later than 60 days after the close of
     the period covered thereby, an earnings statement (in form
     complying with the provisions of Rule 158 of the regulations
     under the Act) covering a twelve month period beginning not
     later than the first day of the Company's fiscal quarter
     next following the "effective date" (as defined in said Rule
     158) of the Registration Statement. 

          (d)  The Company will furnish to the Representatives
     and counsel for the Underwriters, without charge, copies of
     the Registration Statement (including exhibits thereto) and
     each amendment thereto which shall become effective on or
     prior to the Closing Date and, so long as delivery of a
     prospectus by an Underwriter or dealer may be required by
     the Act, as many copies of any Preliminary Final Prospectus
     and the Final Prospectus and any amendments thereof and
     supplements thereto as the Representatives may reasonably
     request.  The Company will pay the expenses of printing all
     documents relating to the offering.

          (e)  The Company will arrange for the qualification of
     the Securities for sale under the laws of such jurisdictions
     as the Representatives may reasonably designate, will
     maintain such qualifications in effect so long as required
     for the distribution of the Securities and will arrange for
     the determination of the legality of the Securities for
     purchase by institutional investors; provided, however, that
     the Company shall not be required to qualify to do business
     in any jurisdiction where it is not now so qualified or to
     take any action which would subject it to general or
     unlimited service of process of any jurisdiction where it is
     not now so subject.

          (f)  Until the business day following the Closing Date,
     the Company will not, without the consent of the
     Representatives, offer or sell, or announce the offering of,
     any securities covered by the Registration Statement or by
     any other registration statement filed under the Act;
     provided, however, the Company may, at any time, offer or
     sell or announce the offering of any securities (A) covered
     by a registration statement on Form S-8 or (B) covered by a
     registration statement on Form S-3 and pursuant to which the
     Company issues securities for its Dividend Reinvestment
     Plan.

     5.   Conditions to the Obligations of the Underwriters.  The
obligations of the Underwriters to purchase the Underwriters'
Securities shall be subject to the accuracy of the
representations and warranties on the part of the Company
contained herein as of the date hereof, as of the date of the
effectiveness of any amendment to the Registration Statement
filed prior to the Closing Date (including the filing of any
document incorporated by reference therein) and as of the Closing
Date, to the accuracy of the statements of the Company made in
any certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and to
the following additional conditions:

          (a)  No stop order suspending the effectiveness of the
     Registration Statement, as amended from time to time, shall
     have been issued and no proceedings for that purpose shall
     have been instituted or threatened; and the Final Prospectus
     shall have been filed or mailed for filing with the
     Commission within the time period prescribed by the
     Commission. 

          (b)  The Company shall have furnished to the
     Representatives the opinion of Smith Helms Mulliss & Moore,
     L.L.P., counsel for the Company, dated the Closing Date, to
     the effect of paragraphs (i), (iv) and (vi) through (xii)
     below, and the opinion of Paul J. Polking, General Counsel
     to the Company, dated the Closing Date, to the effect of
     paragraphs (ii), (iii) and (v) below:

               (i)  the Company is a duly organized and validly
          existing corporation in good standing under the laws of
          the State of North Carolina, has the corporate power
          and authority to own its properties and conduct its
          business as described in the Final Prospectus, and is
          duly registered as a bank holding company under the
          Bank Holding Company Act of 1956, as amended;
          NationsBank, National Association, Barnett Bank, N.A.
          and NationsBank of Texas, National Association (or the
          successors to such entities) (collectively, the
          "Principal Subsidiary Banks") are national banking
          associations formed under the laws of the United States
          and authorized thereunder to transact business; 

               (ii) except for those jurisdictions specifically
          enumerated in such opinion, neither the Company nor any
          of the Principal Subsidiary Banks is required to be
          qualified or licensed to do business as a foreign
          corporation in any jurisdiction;

               (iii)     all the outstanding shares of capital
          stock of each Principal Subsidiary Bank have been duly
          and validly authorized and issued and are fully paid
          and (except as provided in 12 U.S.C.'55, as amended)
          nonassessable, and, except as otherwise set forth in
          the Final Prospectus, all outstanding shares of capital
          stock of the Principal Subsidiary Banks (except
          directors' qualifying shares) are owned, directly or
          indirectly, by the Company free and clear of any
          perfected security interest and, to the knowledge of
          such counsel, after due inquiry, any other security
          interests, claims, liens or encumbrances;

               (iv) the Securities conform in all material
          respects to the description thereof contained in the
          Final Prospectus;

               (v)  if the Securities are to be listed on the New
          York Stock Exchange, authorization therefor has been
          given, subject to official notice of issuance and
          evidence of satisfactory distribution, or the Company
          has filed a preliminary listing application and all
          required supporting documents with respect to the
          Securities with the New York Stock Exchange and such
          counsel has no reason to believe that the Securities
          will not be authorized for listing, subject to official
          notice of issuance and evidence of satisfactory
          distribution;

               (vi) the Indenture has been duly authorized,
          executed and delivered by the Company, has been duly
          qualified under the Trust Indenture Act, and
          constitutes a legal, valid and binding instrument
          enforceable against the Company in accordance with its
          terms (subject, as to enforcement of remedies, to
          applicable bankruptcy, reorganization, insolvency,
          moratorium, fraudulent conveyance or other similar laws
          affecting the rights of creditors now or hereafter in
          effect, and to equitable principles that may limit the
          right to specific enforcement of remedies, and further
          subject to 12 U.S.C. Section 1818(b)(6)(D) and similar bank
          regulatory powers and to the application of principles
          of public policy); and the Securities have been duly
          authorized and, when executed and authenticated in
          accordance with the provisions of the Indenture and
          delivered to and paid for by the Underwriters pursuant
          to this Agreement, in the case of the Underwriters'
          Securities, or by the purchasers thereof pursuant to
          Delayed Delivery Contracts, in the case of any Contract
          Securities, will constitute legal, valid and binding
          obligations of the Company entitled to the benefits of
          the Indenture (subject, as to enforcement of remedies,
          to applicable bankruptcy, reorganization, insolvency,
          moratorium, fraudulent conveyance or other similar laws
          affecting the rights of creditors now or hereafter in
          effect, and to equitable principles that may limit the
          right to specific enforcement of remedies, and further
          subject to 12 U.S.C. Section 1818(b)(6)(D) and similar bank
          regulatory powers and to the application of principles
          of public policy);

               (vii)     to the best knowledge of such counsel,
          there is no pending or threatened action, suit or
          proceeding before any court or governmental agency,
          authority or body or any arbitrator involving the
          Company or any of its subsidiaries, of a character
          required to be disclosed in the Registration Statement
          which is not adequately disclosed in the Final
          Prospectus, and there is no franchise, contract or
          other document of a character required to be described
          in the Registration Statement or Final Prospectus, or
          to be filed as an exhibit, which is not described or
          filed as required;

               (viii)    the Registration Statement has become
          effective under the Act; to the best knowledge of such
          counsel no stop order suspending the effectiveness of
          the Registration Statement has been issued and no
          proceedings for that purpose have been instituted or
          threatened; the Registration Statement, the Final
          Prospectus and each amendment thereof or supplement
          thereto (other than the financial statements and other
          financial and statistical information contained therein
          or incorporated by reference therein, as to which such
          counsel need express no opinion) comply as to form in
          all material respects with the applicable requirements
          of the Act and the Exchange Act and the respective
          rules thereunder;

               (ix) this Agreement and any Delayed Delivery
          Contracts have been duly authorized, executed and
          delivered by the Company and each constitutes a legal,
          valid and binding agreement of the Company enforceable
          against the Company in accordance with its terms
          (subject, as to enforcement of remedies, to applicable
          bankruptcy, reorganization, insolvency, moratorium,
          fraudulent conveyance or other similar laws affecting
          the rights of creditors now or hereafter in effect, and
          to equitable principles that may limit the right to
          specific enforcement of remedies, and except insofar as
          the enforceability of the indemnity and contribution
          provisions contained in this Agreement may be limited
          by federal and state securities laws, and further
          subject to 12 U.S.C. Section 1818(b)(6)(D) and similar bank
          regulatory powers and to the application of principles
          of public policy);

               (x)  no consent, approval, authorization or order
          of any court or governmental agency or body is required
          on behalf of the Company for the consummation of the
          transactions contemplated herein or in any Delayed
          Delivery Contracts, except such as have been obtained
          under the Act and such as may be required under the
          blue sky or insurance laws of any jurisdiction in
          connection with the purchase and distribution of the
          Securities by the Underwriters and such other approvals
          (specified in such opinion) as have been obtained;

               (xi) neither the issue and sale of the Securities,
          nor the consummation of any other of the transactions
          herein contemplated nor the fulfillment of the terms
          hereof or of any Delayed Delivery Contracts will
          conflict with, result in a breach of, or constitute a
          default under the articles of incorporation or by-laws
          of the Company or, to the best knowledge of such
          counsel, the terms of any material indenture or other
          agreement or instrument known to such counsel and to
          which the Company or any of the Principal Subsidiary
          Banks is a party or bound, or any order or regulation
          known to such counsel to be applicable to the Company
          or any of the Principal Subsidiary Banks of any court,
          regulatory body, administrative agency, governmental
          body or arbitrator having jurisdiction over the Company
          or any of its affiliates; and

               (xii)      to the best knowledge and information
          of such counsel, each holder of securities of the
          Company having rights to the registration of such
          securities under the Registration Statement has waived
          such rights or such rights have expired by reason of
          lapse of time following notification of the Company's
          intention to file the Registration Statement.

          In rendering such opinion, but without opining in
          connection therewith, such counsel shall also state
          that, although it has not independently verified, is
          not passing upon and assumes no responsibility for the
          accuracy, completeness or fairness of the statements
          contained in the Registration Statement, it has no
          reason to believe that the Registration Statement or
          any amendment thereof at the time it became effective
          contained any untrue statement of a material fact or
          omitted to state any material fact required to be
          stated therein or necessary to make the statements
          therein not misleading or that the Final Prospectus, as
          amended or supplemented, contains any untrue statement
          of a material fact or omits to state a material fact
          necessary to make the statements therein, in light of
          the circumstances under which they were made, not
          misleading.

          In rendering such opinion, such counsel may rely (A) as
          to matters involving the application of laws of any
          jurisdiction other than the State of North Carolina or
          the United States, to the extent deemed proper and
          specified in such opinion, upon the opinion of other
          counsel of good standing believed to be reliable and
          who are satisfactory to counsel for the Underwriters;
          and (B) as to matters of fact, to the extent deemed
          proper, on certificates of responsible officers of the
          Company and its subsidiaries and public officials.

          (c)  The Representatives shall have received from
     Stroock & Stroock & Lavan LLP, counsel for the Underwriters,
     such opinion or opinions, dated the Closing Date, with
     respect to the issuance and sale of the Securities, the
     Indenture, any Delayed Delivery Contracts, the Registration
     Statement, the Final Prospectus and other related matters as
     the Representatives may reasonably require, and the Company
     shall have furnished to such counsel such documents as they
     request for the purpose of enabling them to pass upon such
     matters.

          (d)  The Company shall have furnished to the
     Representatives a certificate of the Company, signed by the
     Chairman of the Board and Chief Executive Officer or a
     Senior Vice President and the principal financial or
     accounting officer of the Company, dated the Closing Date,
     to the effect that the signers of such certificate have
     carefully examined the Registration Statement, the Final
     Prospectus and this Agreement and that to the best of their
     knowledge:

               (i)  the representations and warranties of the
          Company in this Agreement are true and correct in all
          material respects on and as of the Closing Date with
          the same effect as if made on the Closing Date and the
          Company has complied with all the agreements and
          satisfied all the conditions on its part to be
          performed or satisfied at or prior to the Closing Date;

               (ii) no stop order suspending the effectiveness of
          the Registration Statement, as amended, has been issued
          and no proceedings for that purpose have been
          instituted or threatened; and

               (iii)     since the date of the most recent
          financial statements included in the Final Prospectus,
          there has been no material adverse change in the
          condition (financial or other), earnings, business or
          properties of the Company and its subsidiaries, whether
          or not arising from transactions in the ordinary course
          of business, except as set forth in or contemplated in
          the Final Prospectus.

          (e)  At the Closing Date, Price Waterhouse LLP shall
     have furnished to the Representatives a letter or letters
     (which may refer to letters previously delivered to one or
     more of the Representatives), dated as of the Closing Date,
     in form and substance satisfactory to the Representatives,
     confirming that the response, if any, to Item 10 of the
     Registration Statement is correct insofar as it relates to
     them and stating in effect that:

               (i)  They are independent accountants within the
          meaning of the Act and the Exchange Act and the
          respective applicable published rules and regulations
          thereunder.

               (ii) In their opinion, the consolidated financial
          statements of the Company and its subsidiaries audited
          by them and included or incorporated by reference in
          the Registration Statement and Final Prospectus comply
          as to form in all material respects with the applicable
          accounting requirements of the Act and the regulations
          thereunder with respect to registration statements on
          Form S-3 and the Exchange Act and the regulations
          thereunder.

               (iii)     On the basis of procedures (but not an
          audit in accordance with generally accepted auditing
          standards) consisting of:

                    (a)  Reading the minutes of the meetings of
               the shareholders, the board of directors,
               executive committee and audit committee of the
               Company and the boards of directors and executive
               committees of its subsidiaries as set forth in the
               minute books through a specified date not more
               than five business days prior to the date of
               delivery of such letter;

                    (b)  Performing the procedures specified by
               the American Institute of Certified Public
               Accountants for a review of interim financial
               information as described in SAS No. 71, Interim
               Financial Information, on the unaudited condensed
               consolidated interim financial statements of the
               Company and its consolidated subsidiaries included
               or incorporated by reference in the Registration
               Statement and Final Prospectus and reading the
               unaudited interim financial data, if any, for the
               period from the date of the latest balance sheet
               included or incorporated by reference in the
               Registration Statement and Final Prospectus to the
               date of the latest available interim financial
               data; and 

                    (c)  Making inquiries of certain officials of
               the Company who have responsibility for financial
               and accounting matters regarding the specific
               items for which representations are requested
               below;

     nothing has come to their attention as a result of the
     foregoing procedures that caused them to believe that:

                    (1)  the unaudited condensed consolidated
               interim financial statements, included or
               incorporated by reference in the Registration
               Statement and Final Prospectus, do not comply as
               to form in all material respects with the
               applicable accounting requirements of the Exchange
               Act and the published rules and regulations
               thereunder;

                    (2)  any material modifications should be
               made to the unaudited condensed consolidated
               interim financial statements, included or
               incorporated by reference in the Registration
               Statement and Final Prospectus, for them to be in
               conformity with generally accepted accounting
               principles;

                    (3)  (i)  at the date of the latest available
               interim financial data and at the specified date
               not more than five business days prior to the date
               of the delivery of such letter, there was any
               change in the capital stock or the long-term debt
               (other than scheduled repayments of such debt) or
               any decreases in shareholders' equity of the
               Company and the subsidiaries on a consolidated
               basis as compared with the amounts shown in the
               latest balance sheet included or incorporated by
               reference in the Registration Statement and the
               Final Prospectus or (ii) for the period from the
               date of the latest available financial data to a
               specified date not more than five business days
               prior to the delivery of such letter, there was
               any change in the capital stock or the long-term
               debt (other than scheduled repayments of such
               debt) or any decreases in shareholders' equity of
               the Company and the subsidiaries on a consolidated
               basis, except in all instances for changes or
               decreases which the Registration Statement and
               Prospectus discloses have occurred or may occur,
               or Price Waterhouse LLP shall state any specific
               changes or decreases.

               (iv) The letter shall also state that Price
          Waterhouse LLP has carried out certain other specified
          procedures, not constituting an audit, with respect to
          certain amounts, percentages and financial information
          which are included or incorporated by reference in the
          Registration Statement and Final Prospectus and which
          are specified by the Representatives and agreed to by
          Price Waterhouse LLP, and has found such amounts,
          percentages and financial information to be in
          agreement with the relevant accounting, financial and
          other records of the Company and its subsidiaries
          identified in such letter.

          In addition, at the time this Agreement is executed,
     Price Waterhouse LLP shall have furnished to the
     Representatives a letter or letters, dated the date of this
     Agreement, in form and substance satisfactory to the
     Representatives, to the effect set forth in this paragraph
     (e) and in Schedule I hereto.

          (f)  Subsequent to the respective dates as of which
     information is given in the Registration Statement and the
     Final Prospectus, there shall not have been (i) any change
     or decrease specified in the letter or letters referred to
     in paragraph (e) of this Section 5 or (ii) any change, or
     any development involving a prospective change, in or
     affecting the earnings, business or properties of the
     Company and its subsidiaries the effect of which, in any
     case referred to in clause (i) or (ii) above, is, in the
     judgment of the Representatives, so material and adverse as
     to make it impractical or inadvisable to proceed with the
     offering or the delivery of the Securities as contemplated
     by the Registration Statement and the Final Prospectus.

          (g)  Prior to the Closing Date, the Company shall have
     furnished to the Representatives such further information,
     certificates and documents as the Representatives may
     reasonably request.

          (h)  The Company shall have accepted Delayed Delivery
     Contracts in any case where sales of Contract Securities
     arranged by the Underwriters have been approved by the
     Company.

     If any of the conditions specified in this Section 5 shall
not have been fulfilled in all material respects when and as
provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall
not be in all material respects reasonably satisfactory in form
and substance to the Representatives and their counsel, this
Agreement and all obligations of the Underwriters hereunder may
be canceled at, or at any time prior to, the Closing Date by the
Representatives.  Notice of such cancellation shall be given to
the Company in writing or by telephone or telegraph confirmed in
writing.

     6.   Reimbursement of Underwriters' Expenses.  If the sale
of the Securities provided for herein is not consummated because
any condition to the obligations of the Underwriters set forth in
Section 5 hereof is not satisfied or because of any refusal,
inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than
by reason of a default by any of the Underwriters, the Company
will reimburse the Underwriters severally upon demand for all
out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them
in connection with the proposed purchase and sale of the
Securities.

     7.   Indemnification and Contribution.  (a)  The Company
agrees to indemnify and hold harmless each Underwriter and each
person who controls any Underwriter within the meaning of either
the Act or the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of
them may become subject under the Act, the Exchange Act or other
Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement as originally filed
or in any amendment thereof, or arise out of or are based upon
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, or arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact
contained in the Prospectus, or any amendment or supplement
thereof, or arise out of or are based upon any omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading, and agrees to reimburse each such indemnified party
for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that (i) the
Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement
or omission or alleged omission made therein in reliance upon and
in conformity with written information furnished to the Company
by or on behalf of any Underwriter through the Representatives
specifically for use in connection with the preparation thereof,
or arises out of or is based upon statements in or omissions from
that part of the Registration Statement which shall constitute
the Statement of Eligibility and Qualification of the Trustee
(Form T-1) under the 1939 Act of either of the Trustees, and (ii)
such indemnity with respect to the Basic Prospectus or any
Preliminary Final Prospectus shall not inure to the benefit of
any Underwriter (or any person controlling such Underwriter) from
whom the person asserting any such loss, claim, damage or
liability purchased the Securities which are the subject thereof
if such person did not receive a copy of the Final Prospectus (or
the Final Prospectus as amended or supplemented) excluding
documents incorporated therein by reference at or prior to the
confirmation of the sale of such Securities to such person in any
case where such delivery is required by the Act and the untrue
statement or omission of a material fact contained in the Basic
Prospectus or any Preliminary Final Prospectus was corrected in
the Final Prospectus (or the Final Prospectus as amended or
supplemented).  This indemnity agreement will be in addition to
any liability which the Company may otherwise have.

     (b)  Each Underwriter severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers
who signs the Registration Statement, and each person who
controls the Company within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from
the Company to each Underwriter, but only with reference to
written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the
Representatives specifically for use in the preparation of the
documents referred to in the foregoing indemnity.  This indemnity
agreement will be in addition to any liability which any
Underwriter may otherwise have.  The Company acknowledges that
the statements set forth in the language on the cover page
required by Item 509 of Regulation S-K and under the heading
"Underwriting" or "Plan of Distribution" in any Preliminary Final
Prospectus or the Final Prospectus constitute the only
information furnished in writing by or on behalf of the several
Underwriters for inclusion in the documents referred to in the
foregoing indemnity, and you, as the Representatives, confirm
that such statements are correct.

     (c)  Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 7.  In case
any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and,
to the extent that it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available
to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties.  Upon
receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying
party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed separate
counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel,
approved by the Representatives in the case of subparagraph (a),
representing the indemnified parties under subparagraph (a) who
are parties to such action), (ii) the indemnifying party shall
not have employed counsel satisfactory to the indemnified party
to represent the indemnified party within a reasonable time after
notice of commencement of the action or (iii) the indemnifying
party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party; and
except that if clause (i) or (iii) is applicable, such liability
shall be only in respect of the counsel referred to in such
clause (i) or (iii).

     (d)  To provide for just and equitable contribution in
circumstances in which the indemnification provided for in
paragraph (a) of this Section 7 is due in accordance with its
terms but is for any reason held by a court to be unavailable
from the Company on the grounds of policy or otherwise, the
Company and the Underwriters shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or
defending same) to which the Company and one or more of the
Underwriters may be subject in such proportion so that the
Underwriters are responsible for that portion represented by the
percentage that the underwriting discount bears to the sum of
such discount and the purchase price of the Securities specified
in Schedule I hereto and the Company is responsible for the
balance; provided, however, that (y) in no case shall any
Underwriter (except as may be provided in any agreement among
underwriters relating to the offering of the Securities) be
responsible for any amount in excess of the underwriting discount
applicable to the Securities purchased by such Underwriter
hereunder and (z) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.  For purposes of
this Section 7, each person who controls an Underwriter within
the meaning of the Act shall have the same rights to contribution
as such Underwriter, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, each
officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same
rights to contribution as the Company, subject in each case to
clause (y) of this paragraph (d).  Any party entitled to
contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party
in respect of which a claim for contribution may be made against
another party or parties under this paragraph (d), notify such
party or parties from whom contribution may be sought, but the
omission to so notify such party or parties shall not relieve the
party or parties from whom contribution may be sought from any
other obligation it or they may have hereunder or otherwise than
under this paragraph (d).

     8.   Default by an Underwriter.  If any one or more
Underwriters shall fail to purchase and pay for any of the
Securities agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters
shall be obligated severally to take up and pay for (in the
respective proportions which the amount of Securities set forth
opposite their names in Schedule II hereto bear to the aggregate
amount of Securities set forth opposite the names of all the
remaining Underwriters) the Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase;
provided, however, that in the event that the aggregate amount of
Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase shall exceed 10% of the aggregate
amount of Securities set forth in Schedule II hereto, the
remaining Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the
Securities, and if such nondefaulting Underwriters do not
purchase all the Securities, this Agreement will terminate
without liability to any nondefaulting Underwriter or the
Company.  In the event of a default by any Underwriter as set
forth in this Section 8, the Closing Date shall be postponed for
such period, not exceeding seven days, as the Representatives
shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other
documents or arrangements may be effected.  Nothing contained in
this Agreement shall relieve any defaulting Underwriter of its
liability, if any, to the Company and any nondefaulting
Underwriter for damages occasioned by its default hereunder.
     
     9.   Termination.  This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by
notice given to the Company prior to delivery of and payment for
the Securities, if prior to such time (i) trading in securities
generally on the New York Stock Exchange shall have been
suspended or limited or minimum prices shall have been
established on such exchange, (ii) a banking moratorium shall
have been declared by Federal authorities or (iii) there shall
have occurred any outbreak or material escalation of hostilities
or other calamity or crisis the effect of which on the financial
markets of the United States is such as to make it, in the
judgment of the Representatives, impracticable to market the
Securities.

     10.  Representations and Indemnities to Survive.  The
respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers and of the
Underwriters set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in
Section 7 hereof, and will survive delivery of and payment for
the Securities.  The provisions of Section 6 and 7 hereof and
this Section 10 shall survive the termination or cancellation of
this Agreement.

     11.  Notices.  All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Representatives, will be mailed, delivered or telegraphed and
confirmed to them, at the address specified in Schedule I hereto,
with a copy to:  Stroock & Stroock & Lavan LLP, 180 Maiden Lane,
New York, New York  10038, Attn: James R. Tanenbaum; or, if sent
to the Company, will be mailed, delivered or telegraphed and
confirmed to it at NationsBank Corporate Center, Charlotte, North
Carolina 28255, attention of the Secretary, with a copy to each
of:  NationsBank Corporation, NationsBank Corporate Center, Legal
Department, NC 1007-20-1, Charlotte, North Carolina 28255, Attn:
Paul J. Polking, General Counsel; and Smith Helms Mulliss &
Moore, L.L.P., 201 North Tryon Street, Charlotte, North Carolina 
28202, Attn: Boyd C. Campbell, Jr.

     12.  Successors.  This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling persons
referred to in Section 7 hereof, and no other person will have
any right or obligation hereunder.

     13.  Applicable Law.  This Agreement will be governed by and
construed in accordance with the internal laws of the State of
New York, without giving effect to principles of conflict of
laws.
     If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement among the Company and the several
Underwriters.

                                   Very truly yours,

                                   NATIONSBANK CORPORATION




                                   By: /s/ JOHN E. MACK
                                   Title: Senior Vice President
     
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.



By:  NATIONSBANC MONTGOMERY SECURITIES LLC

By: /s/ MICHAEL A. WHEELER
Title: Managing Director

For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.

                            SCHEDULE I



Underwriting Agreement dated March 17, 1998

Registration Statement No. 333-13811

Representatives:  NationsBanc Montgomery Securities LLC
           Bear, Stearns & Co. Inc.
           Lehman Brothers Inc.
           Merrill Lynch Pierce Fenner & Smith
Incorporated

Address of Representatives:   c/o NationsBanc Montgomery
Securities LLC
                    100 North Tryon Street, 7th Floor
                    Charlotte, North Carolina  28255
                    Attention: Michael Wheeler, Managing
Director

Title, Purchase Price and Description of Securities:

     Title:  6.80% Subordinated Notes, due 2028

     Principal amount:  $400,000,000

     Purchase price (include type of funds and accrued interest
     or amortization, if applicable): 98.552%; in federal (same
     day) funds or wire transfer to an account previously
     designated to the Representatives by the Company or, if
     agreed to by the Representatives and the Company, by
     certified or official bank check or checks.

     Sinking fund provisions:  none

     Redemption provisions:  none

     Other provisions:  none

Closing Date, Time and Location: March 23, 1998, New York City
time, Office of Stroock & Stroock & Lavan LLP

Listing:  none

Delayed Delivery Arrangements:  none

Additional items to be covered by the letter from Price
Waterhouse delivered pursuant to Section 5(e) at the
time this Agreement is executed:  none
                           SCHEDULE II


                                                 Principal Amount
                                                 of Securities to
Underwriters                                       be Purchased  

NationsBanc Montgomery Securities LLC                  $100,000,000

Bear, Stearns & Co. Inc.                               $100,000,000

Lehman Brothers Inc.                                   $100,000,000

Merrill Lynch Pierce Fenner & Smith Incorporated       $100,000,000

          TOTAL                                        $400,000,000





                                                 
                           SCHEDULE III

                    Delayed Delivery Contract

                                                           , 19  
[Insert name and address
 of lead Representative]

Dear Sirs:

     The undersigned hereby agrees to purchase from NationsBank
Corporation (the "Company"), and the Company agrees to sell to
the undersigned, on                 , 19  , (the "Delivery
Date"),                   $          principal amount of the
Company's                        (the "Securities") offered by
the Company's Final Prospectus dated           , 19  , receipt of
a copy of which is hereby acknowledged, at a purchase price of   
% of the principal amount thereof, plus accrued interest, if any,
thereon from                  , 19  , to the date of payment and
delivery, and on the further terms and conditions set forth in
this contract.

     Payment for the Securities to be purchased by the
undersigned shall be made on or before 11:00 A.M. on the Delivery
Date to or upon the order of the Company in New York Clearing
House (next day) funds, at your office or at such other place as
shall be agreed between the Company and the undersigned upon
delivery to the undersigned of the Securities in definitive fully
registered form and in such authorized denominations and
registered in such names as the undersigned may request by
written or telegraphic communication addressed to the Company not
less than five full business days prior to the Delivery Date.  If
no request is received, the Securities will be registered in the
name of the undersigned and issued in a denomination equal to the
aggregate principal amount of Securities to be purchased by the
undersigned on the Delivery Date.

     The obligation of the undersigned to take delivery of and
make payment for Securities on the Delivery Date, and the
obligation of the Company to sell and deliver Securities on the
Delivery Date, shall be subject to the conditions (and neither
party shall incur any liability by reason of the failure thereof)
that (1) the purchase of Securities to be made by the
undersigned, which purchase the undersigned represents is not
prohibited on the date hereof, shall not on the Delivery Date be
prohibited under the laws of the jurisdiction to which the
undersigned is subject, and (2) the Company, on or before the
Delivery Date, shall have sold to certain underwriters (the
"Underwriters") such principal amount of the Securities as is to
be sold to them pursuant to the Underwriting Agreement referred
to in the Final Prospectus mentioned above.  Promptly after
completion of such sale to the Underwriters, the Company will
mail or deliver to the undersigned at its address set forth below
notice to such effect, accompanied by a copy of the opinion of
counsel for the Company delivered to the Underwriters in
connection therewith.  The obligation of the undersigned to take
delivery of and make payment for the Securities, and the
obligation of the Company to cause the Securities to be sold and
delivered, shall not be affected by the failure of any purchaser
to take delivery of and make payment for the Securities pursuant
to other contracts similar to this contract.

     This contract will inure to the benefit of and be binding
upon the parties hereto and their respective successors, but will
not be assignable by either party hereto without the written
consent of the other.

     It is understood that acceptance of this contract and other
similar contracts is in the Company's sole discretion and,
without limiting the foregoing, need not be on the first come,
first served basis.  If this contract is acceptable to the
Company, it is required that the Company sign the form of
acceptance below and mail or deliver one of the counterparts
hereof to the undersigned at its address set forth below.  This
will become a binding contract between the Company and the
undersigned, as of the date first above written, when such
counterpart is so mailed or delivered.

     This agreement shall be governed by and construed in
accordance with the internal laws of the State of New York,
without giving effect to principles of conflict of laws.

                              Very truly yours,


                              _____________________________
                                   (Name of Purchaser)

                              BY:____________________________
                              (Signature and Title of Officer)


                              ________________________________
                                        (Address)
Accepted:

NATIONSBANK CORPORATION

By:____________________________
     (Authorized Signature)

EX-4.1

If the registered owner of this Note is The Depository Trust
Company or a nominee thereof, this Note is a Global Security and
the following legends are applicable:  THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF
A DEPOSITORY.  THIS SECURITY IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR
ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF
THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.

THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN
OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING
AFFILIATE OF NATIONSBANK CORPORATION AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.

REGISTERED                                           $___________
NUMBER R-__

                                                 CUSIP 638585 BE8
                              SEE REVERSE FOR CERTAIN DEFINITIONS
                                        AND ADDITIONAL PROVISIONS


                     NATIONSBANK CORPORATION

                    5 % SENIOR NOTE, DUE 2001

    NATIONSBANK CORPORATION, a corporation duly organized and
existing under the laws of the State of North Carolina (herein
called the "Corporation," which term includes any successor
corporation under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to _________
________________, or registered assigns, the principal sum of _________
__________________ DOLLARS on March 15, 2001, and to pay interest on said
principal sum, semi-annually in arrears on March 15 and September
15 of each year, commencing September 15, 1998, at the rate of 
5 % per annum, from the March 15 or September 15, as the case
may be, next preceding the date of this Note to which interest
has been paid, unless the date hereof is a date to which interest
has been paid, in which case from the date of this Note, or
unless no interest has been paid on the Notes, in which case from
March 23, 1998, until payment of such principal sum has been made
or duly provided for.  Notwithstanding the foregoing, if the date
hereof is after a record date for the Notes (which shall be the
close of business on the last day of the calendar month next
preceding an interest payment date) and before the next
succeeding interest payment date, this Note shall bear interest
from such interest payment date; provided, however, that if the
Corporation shall default in the payment of interest due on such
interest payment date, then this Note shall bear interest from
the next preceding interest payment date to which interest has
been paid, or, if no interest has been paid on the Notes, from
March 23, 1998.  The interest so payable, and punctually paid or
duly provided for, on any interest payment date will, as provided
in such Indenture, be paid to the person in whose name this Note
(or one or more predecessor Notes evidencing all or a portion of
the same debt as this Note) is registered at the close of
business on the record date for such interest payment date.  The
principal of and interest on this Note are payable in such coin
or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts,
at the office or agency of the Corporation in New York, New York
or such other places that the Corporation shall designate as
provided in such Indenture; provided, however, that interest may
be paid, at the option of the Corporation, by check mailed to the
person entitled thereto at his address last appearing on the
Security Register of the Corporation relating to the Notes.  Any
interest not punctually paid or duly provided for shall be
payable as provided in such Indenture.

    Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as
though fully set forth at this place.

    Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee or an authenticating
agent on behalf of the Trustee by manual signature, this Note
shall not be entitled to any benefit under such Indenture, or be
valid or obligatory for any purpose.

    IN WITNESS WHEREOF, the Corporation has caused this
instrument to be duly executed by manual or facsimile signature
under its corporate seal or a facsimile thereof.

                                NATIONSBANK CORPORATION
Attest:                         
                                     By:                         
________________ Secretary            Senior Vice President


[CORPORATE SEAL]



Dated: ___________, 1998




                  CERTIFICATE OF AUTHENTICATION

    This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.

                                FIRST TRUST OF NEW YORK,
                                NATIONAL
                                ASSOCIATION, as Trustee,


Dated: ___________________      By: THE BANK OF NEW YORK,
                                    as Authenticating Agent


                                By:                              
                                    Authorized Signatory



                      [Reverse Side of Note]

                     NATIONSBANK CORPORATION
                    5 % SENIOR NOTE, DUE 2001

    This Note is one of a duly authorized series of Securities of
the Corporation unlimited in aggregate principal amount issued
and to be issued under an Indenture dated as of January 1, 1995
(herein called the "Indenture") between the Corporation and First
Trust of New York, National Association, as successor trustee to
BankAmerica National Trust Company (herein called the "Trustee,"
which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights
thereunder of the Corporation, the Trustee and the holders of the
Notes, and the terms upon which the Notes are, and are to be,
authenticated and delivered.  This Note is also one of the Notes
designated as the Corporation's 5 % Senior Notes, due 2001
(herein called the "Notes"), limited in aggregate principal
amount to $600,000,000.  The Bank of New York initially has been
appointed Security Registrar, Authenticating and Paying Agent in
connection with the Notes.

    The Notes of this series are not subject to redemption at the
option of the Corporation or repayment at the option of the
holder prior to maturity. 

    The provisions of Article Fourteen of the Indenture do not
apply to Securities of this series.

    As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the Security Register of the Corporation relating
to the Notes, upon surrender of this Note for registration of
transfer at the office or agency of the Corporation designated by
it pursuant to the Indenture, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the
Corporation and the Trustee or the Security Registrar duly
executed by, the registered holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.

    The Notes are issuable only as registered Notes without
coupons in the denominations of $1,000 and any integral multiple
in excess thereof.  As provided in the Indenture, and subject to
certain limitations therein set forth, Notes are exchangeable for
a like aggregate principal amount of Notes of different
authorized denominations, as requested by the holder surrendering
the same.

    If any interest payment date or maturity date for a Note
falls on a day that is not a Business Day, the interest payment
date or maturity date will be the following day that is a
Business Day and the payment of interest or principal will be
made on such next Business Day as if it were made on the date
such payment was due and no additional interest will accrue on
the amount so payable for the period from and after such interest
payment date or maturity date.

    No service charge will be made for any such registration of
transfer or exchange, but the Corporation may require payment of
a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.

    Prior to due presentment for registration of transfer of this
Note, the Corporation, the Trustee and any agent of the
Corporation or the Trustee may treat the person in whose name
this Note is registered as the absolute owner hereof for the
purpose of receiving payment as herein provided and for all other
purposes, whether or not this Note be overdue, and neither the
Corporation, the Trustee nor any such agent shall be affected by
notice to the contrary.

    If an Event of Default (defined in the Indenture as (i) the
Corporation's failure to pay principal of (or premium, if any,
on) any Notes when due, or to pay interest on the Notes within 30
days after the same becomes due, (ii) the Corporation's breach of
its other covenants contained in this Note or the Indenture,
which breach is not cured within 90 days after written notice by
the Trustee or the holders of at least 25% in outstanding
principal amount of all Securities issued under the Indenture and
affected thereby, and (iii) certain events involving the
bankruptcy, insolvency or liquidation of the Corporation) shall
occur with respect to the Notes, the principal of all the Notes
may be declared due and payable in the manner and with the effect
provided in the Indenture.

    The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Corporation and the rights of the
holders of the Notes under the Indenture at any time by the
Corporation with the consent of the holders of not less than 
66-2/3% in aggregate principal amount of the Notes then outstanding
and all other Securities then outstanding issued under the
Indenture and affected by such amendment and modification.  The
Indenture also contains provisions permitting the holders of a
majority in aggregate principal amount of the Notes then
outstanding and all other Securities then outstanding issued
under the Indenture and affected thereby, on behalf of the
holders of all such Securities, to waive compliance by the
Corporation with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences.  Any
such consent or waiver by the holder of this Note shall be
conclusive and binding upon such holder and upon all future
holders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such consent or waiver is made upon
this Note.

    No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Corporation, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and
rate, and in the coin or currency, herein prescribed.

    No recourse shall be had for the payment of the principal of
or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Corporation or any predecessor or
successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

    The Notes of this series shall be dated the date of their
authentication.

    All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.

    The Notes are being issued by means of a book-entry system
with no physical distribution of certificates to be made except
as provided in the Indenture.  The book-entry system maintained
by The Depository Trust Company ("DTC") will evidence ownership
of the Notes, with transfers of ownership effected on the records
of DTC and its participants pursuant to rules and procedures
established by DTC and its participants.  The Corporation will
recognize Cede & Co., as nominee of DTC, while the registered
owner of the Notes, as the owner of the Notes for all purposes,
including payment of principal and interest, notices and voting. 
Transfer of principal and interest to participants of DTC will be
the responsibility of DTC, and transfer of principal and interest
to beneficial owners of the Notes by participants of DTC will be
the responsibility of such participants and other nominees of
such beneficial owners.  [So long as the book-entry system is in
effect, the selection of any Notes to be redeemed will be
determined by DTC pursuant to rules and procedures established by
DTC and its participants.]  The Corporation will not be
responsible or liable for such transfers or payments or for
maintaining, supervising or reviewing the records maintained by
DTC, its participants or persons acting through such
participants.  Transfers of Notes in Europe may be effected
through the facilities of Cedel Bank, societe anonyme, and Morgan
Guaranty Trust Company of New York, Brussels office, as operator
of the Euroclear system, in accordance with the rules and
procedures established by such depositories.

                            __________


    The following abbreviations, when used in the inscription on
the face of the within Note, shall be construed as though they
were written out in full according to applicable laws or
regulations:

TEN COM     as tenants in common
TEN ENT     as tenants by the entireties
JT TEN      as joint tenants with right of survivorship and not
as tenants in common    

UNIF GIFT MIN ACT   _________ Custodian _________
                    (Cust)          (Minor)
                    under Uniform Gifts to Minors 
                    Act __________ (State)

Additional abbreviations may also be used though not in the above
list.
                            __________

   FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto

      PLEASE INSERT SOCIAL SECURITY OR
 OTHER IDENTIFYING NUMBER OF ASSIGNEE







                                                                 
    (Name and Address of Assignee, including zip code, must be
printed or typewritten.)

                                                      the within 
Note, and all rights thereunder, hereby irrevocably constituting
and appointing

                                                         Attorney
to transfer said Note on the books of the Corporation, with full
power of substitution in the premises.

Dated:          

                                                                 



    NOTICE:  The signature to this assignment must correspond
with the name as it appears upon the face of the within Note in
every particular, without alteration or enlargement or any change
whatever and must be guaranteed.

EX-4.2

 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY.  THIS SECURITY IS
NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.

Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.

THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT AN
OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING
AFFILIATE OF NATIONSBANK CORPORATION AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.

REGISTERED                                           $___________
NUMBER R-__

                                                 CUSIP 638585 BF5
               
                              SEE REVERSE FOR CERTAIN DEFINITIONS
                                        AND ADDITIONAL PROVISIONS

                     NATIONSBANK CORPORATION

                6.80% SUBORDINATED NOTE, DUE 2028

    NATIONSBANK CORPORATION, a corporation duly organized and
existing under the laws of the State of North Carolina (herein
called the "Corporation," which term includes any successor
corporation under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to _________
________________, or registered assigns, the principal sum of ______
__________________ DOLLARS on March 15, 2028, and to pay interest on said
principal sum, semi-annually in arrears on March 15 and
September 15 of each year commencing September 15, 1998, at the
rate of 6.80% per annum, from the March 15 or September 15, as
the case may be, next preceding the date of this Note to which
interest has been paid, unless the date hereof is a date to which
interest has been paid, in which case from the date of this Note,
or unless no interest has been paid on the Notes, in which case
from March 23, 1998, until payment of such principal sum has been
made or duly provided for.  Notwithstanding the foregoing, if the
date hereof is after a record date for the Notes (which shall be
the close of business on the last day of the calendar month next
preceding an interest payment date) and before the next
succeeding interest payment date, this Note shall bear interest
from such interest payment date; provided, however, that if the
Corporation shall default in the payment of interest due on such
interest payment date, then this Note shall bear interest from
the next preceding interest payment date to which interest has
been paid, or, if no interest has been paid on the Notes, from
March 23, 1998.  The interest so payable, and punctually paid or
duly provided for, on any interest payment date will, as provided
in such Indenture, be paid to the person in whose name this Note
(or one or more predecessor Notes evidencing all or a portion of
the same debt as this Note) is registered at the close of
business on the record date for such interest payment date.

    The principal of and interest on this Note are payable in
such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private
debts, at the office or agency of the Corporation in New York,
New York or such other places that the Corporation shall
designate as provided in such Indenture; provided, however, that
interest may be paid, at the option of the Corporation, by check
mailed to the person entitled thereto at his address last
appearing on the Security Register of the Corporation relating to
the Notes.  Any interest not punctually paid or duly provided for
shall be payable as provided in such Indenture.

    Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as
though fully set forth at this place.

    Unless the certificate of authentication hereon has been duly
executed by or on behalf of the Trustee or an authenticating
agent on behalf of the Trustee by manual signature, this Note
shall not be entitled to any benefit under such Indenture, or be
valid or obligatory for any purpose.

    IN WITNESS WHEREOF, the Corporation has caused this
instrument to be duly executed by manual or facsimile signature
under its corporate seal or a facsimile thereof.

                        NATIONSBANK CORPORATION
Attest:  
                        By:                                      
                             Title:  Senior Vice President
         
Assistant Secretary


[CORPORATE SEAL]






                   CERTIFICATE OF AUTHENTICATION

    This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.

Dated: ____________, 1998. 


                                THE BANK OF NEW YORK, 
                                as Trustee,


                                By:                              
                                   Authorized Signatory



                      [Reverse Side of Note]

                     NATIONSBANK CORPORATION
                6.80% SUBORDINATED NOTE, DUE 2028

    This Note is one of a duly authorized series of Securities of
the Corporation unlimited in aggregate principal amount issued
and to be issued under an Indenture dated as of January 1, 1995
(herein called the "Indenture"), between the Corporation and The
Bank of New York, as Trustee (herein called the "Trustee," which
term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights
thereunder of the Corporation, the Trustee and the holders of the
Notes, and the terms upon which the Notes are, and are to be,
authenticated and delivered.  This Note is also one of the Notes
designated as the Corporation's 6.80% Subordinated Notes, due
2028 (herein called the "Notes"), limited in aggregate principal
amount to $400,000,000.  The Trustee shall initially act as
Security Registrar, Authenticating and Paying Agent in connection
with the Notes.

    THE INDEBTEDNESS OF THE CORPORATION EVIDENCED BY THE NOTES,
INCLUDING THE PRINCIPAL THEREOF AND INTEREST THEREON, IS, TO THE
EXTENT AND IN THE MANNER SET FORTH IN THE INDENTURE, SUBORDINATE
AND JUNIOR IN RIGHT OF PAYMENT TO ITS OBLIGATIONS TO HOLDERS OF
SENIOR INDEBTEDNESS, AS DEFINED IN THE INDENTURE, AND EACH HOLDER
OF THE NOTES, BY THE ACCEPTANCE THEREOF, AGREES TO AND SHALL BE
BOUND BY SUCH PROVISIONS OF THE INDENTURE.

    The Notes of this series are not subject to redemption at the
option of the Corporation or repayment at the option of the
holder prior to maturity.

    As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the Security Register of the Corporation relating
to the Notes, upon surrender of this Note for registration of
transfer at the office or agency of the Corporation designated by
it pursuant to the Indenture, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the
Corporation and the Trustee or the Security Registrar duly
executed by, the registered holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.

    The Notes are issuable only as registered Notes without
coupons in the denominations of $1,000 and integral multiples
thereof.  As provided in the Indenture, and subject to certain
limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of different authorized
denominations, as requested by the holder surrendering the same.

    If any interest payment date or maturity date for a Note
falls on a day that is not a Business Day, the interest payment
date or maturity date will be the following day that is a
Business Day and the payment of interest or principal will be
made on the next Business Day as if it were made on the date such
payment was due and no additional interest will accrue on the
amount so payable for the period from and after such interest
payment date or maturity date.

    No service charge will be made for any such registration of
transfer or exchange, but the Corporation may require payment of
a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.

    Prior to due presentment for registration of transfer of this
Note, the Corporation, the Trustee and any agent of the
Corporation or the Trustee may treat the person in whose name
this Note is registered as the absolute owner hereof for the
purpose of receiving payment as herein provided and for all other
purposes, whether or not this Note be overdue, and neither the
Corporation, the Trustee nor any such agent shall be affected by
notice to the contrary.

    If an Event of Default (defined in the Indenture as certain
events involving the bankruptcy of the Corporation) shall occur
with respect to the Notes, the principal of all the Notes may be
declared due and payable in the manner and with the effect
provided in the Indenture.  THERE IS NO RIGHT OF ACCELERATION
PROVIDED IN THE INDENTURE IN CASE OF A DEFAULT IN THE PAYMENT OF
INTEREST OR THE PERFORMANCE OF ANY OTHER COVENANT BY THE
CORPORATION.

    The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Corporation and the rights of the
holders of the Notes under the Indenture at any time by the
Corporation with the consent of the holders of not less than 
66-2/3% in aggregate principal amount of the Notes then outstanding
and all other Securities then outstanding issued under the
Indenture and affected by such amendment and modification.  The
Indenture also contains provisions permitting the holders of a
majority in aggregate principal amount of the Notes then
outstanding and all other Securities then outstanding issued
under the Indenture and affected thereby, on behalf of the
holders of all such Securities, to waive compliance by the
Corporation with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences.  Any
such consent or waiver by the holder of this Note shall be
conclusive and binding upon such holder and upon all future
holders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such consent or waiver is made upon
this Note.

    No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Corporation, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and
rate, and in the coin or currency, herein prescribed.

    No recourse shall be had for the payment of the principal of
or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Corporation or any predecessor or
successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

    The Notes of this series shall be dated the date of their
authentication.

    All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.

    The Notes are being issued by means of a book-entry system
with no physical distribution of certificates to be made except
as provided in the Indenture.  The book-entry system maintained
by The Depository Trust Company ("DTC") will evidence ownership
of the Notes, with transfers of ownership effected on the records
of DTC and its participants pursuant to rules and procedures
established by DTC and its participants.  The Corporation will
recognize Cede & Co., as nominee of DTC, while the registered
owner of the Notes, as the owner of the Notes for all purposes,
including payment of principal and interest, notices and voting.
Transfer of principal and interest to participants of DTC will be
the responsibility of DTC, and transfer of principal and interest
to beneficial owners of the Notes by participants of DTC will be
the responsibility of such participants and other nominees of
such beneficial owners.  The Corporation will not be responsible
or liable for such transfers or payments or for maintaining,
supervising or reviewing the records maintained by DTC, its
participants or persons acting through such participants.

    Transfers of Notes in Europe may be effected through the
facilities of Cedel Bank, societe anonyme, and Morgan Guaranty
Trust Company of New York, Brussels office, as operator of the
Euroclear System, in accordance with the rules and procedures
established by such depositories.




                      ______________________

    The following abbreviations, when used in the inscription on
the face of the within Note, shall be construed as though they
were written out in full according to applicable laws or
regulations:

TEN COM     as tenants in common
TEN ENT     as tenants by the entireties
JT TEN      as joint tenants with right of survivorship and not
as tenants in common    

UNIF GIFT MIN ACT   _________ Custodian _________
                    (Cust)          (Minor)
                    under Uniform Gifts to Minors 
                    Act __________ (State)

Additional abbreviations may also be used though not in the above
list.

                            __________

   FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto

      PLEASE INSERT SOCIAL SECURITY OR
 OTHER IDENTIFYING NUMBER OF ASSIGNEE







                                                                 
    (Name and Address of Assignee, including zip code, must be
printed or typewritten.)


                                                      the within 
Note, and all rights thereunder, hereby irrevocably constituting
and appointing


                                                         Attorney
to transfer said Note on the books of the Corporation, with full
power of substitution in the premises.

Dated:          

                                                                 

    NOTICE:  The signature to this assignment must correspond
with the name as it appears upon the face of the within Note in
every particular, without alteration or enlargement or any change
whatever and must be guaranteed.

EX-5.1

                     SMITH HELMS MULLISS & MOORE, L.L.P.
                           Attorneys at Law
                          Post Office Box 31247
                       Charlotte, North Carolina 28231
                           Tel (704)343-2000
                           Fax (704)334-8467


                            March 17, 1998



NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina  28255-0065

Re:  Public Offering of  $600,000,000 Aggregate Principal Amount of 
     5 3/4% Senior Notes, due 2001

Ladies and Gentlemen:

     We have acted as counsel to NationsBank Corporation, a North Carolina 
corporation (the "Corporation"), in connection with (i) the issuance of 
$600,000,000 in aggregate principal amount of its 5 3/4% Senior Notes, due 
2001 (the "Notes") and (ii) the Registration Statement on Form
S-3, Registration No. 333-13811 (the "Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") under the Securities 
Act of 1933, as amended (the "Act"), with respect to $3,000,000,000 aggregate
principal amount of the Corporation's unsecured debt securities, shares of 
its preferred stock and shares of its common stock and the
Prospectus dated December 19, 1996 constituting a part thereof, as 
supplemented by the Prospectus Supplement dated March 17, 1998, filed with 
the Commission pursuant to Rule 424(b) under the Act, relating to the Notes.

     As such counsel, we have examined and are familiar with such original or
photocopies or certified copies of such records of the Corporation and its 
subsidiaries, certificates of officers of the Corporation and of public 
officials and such other documents as we have deemed relevant or necessary 
as the basis for the opinion set forth below.  In such examinations, we have
assumed the legal capacity of natural persons, the genuineness of all 
signatures on, and the authenticity of, all documents submitted to us as 
originals and the conformity to original documents of all documents
submitted to us as certified copies or photocopies  and the authenticity of 
the originals of such copies.  We have also relied upon statements of fact 
contained in documents that we have examined in connection with our 
representation of the Corporation.
  
     Based solely upon the foregoing, and in reliance thereon, and subject to 
the limitations, qualifications and exceptions set forth below, we are of 
the opinion that the Notes, when executed, issued and delivered by the 
Corporation to The Bank of New York for authentication in accordance with 
the Indenture dated as of January 1, 1995 between the Corporation and First
Trust of New York, National Association, successor to BankAmerica National
Trust Company, as trustee (the "Indenture"), authenticated and delivered by
The Bank of New York, as issuing and paying agent, in accordance with the 
Indenture and paid for, all as contemplated in the Board Resolution or 
Company Order (as each is defined in the Indenture), will have been validly
authorized and issued under the Indenture and will constitute valid and legally
binding obligations of the Corporation. 

     In rendering this opinion, we are not expressing an opinion as to the laws
of any jurisdiction other than the State of North Carolina and the United 
States of America, and we assume no responsibility as to the applicability 
of the laws of any other jurisdiction.


     We hereby consent to be named in the Registration Statement as attorneys
who passed upon the legality of the Notes and to the filing of a copy of this
opinion as part of the Corporation's Current Report on Form 8-K to be filed
for the purpose of including this opinion as part of the Registration 
Statement.


                              Very truly yours,

                              /s/ SMITH HELMS MULLISS & MOORE, L.L.P.

EX-5.2

                      SMITH HELMS MULLISS & MOORE, L.L.P.
                            Attorneys at Law
                           Post Office Box 31247
                         Charlotte, North Carolina  28231
                             Tel (704)343-2000
                             Fax (704)334-8467


                              March 17, 1998



NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina  28255-0065

Re:  Public Offering of  $400,000,000 Aggregate Principal Amount of 
     6.80% Subordinated Notes, due 2028

Ladies and Gentlemen:

     We have acted as counsel to NationsBank Corporation, a North Carolina 
corporation (the "Corporation"), in connection with (i) the issuance of 
$400,000,000 in aggregate principal amount of its 6.80% Subordinated Notes,
due 2028 (the "Notes") and (ii) the Registration Statement on
Form S-3, Registration No. 333-13811 (the "Registration Statement"), filed 
with the Securities and Exchange Commission (the "Commission") under the 
Securities Act of 1933, as amended (the "Act"), with respect to $3,000,000,000
aggregate principal amount of the Corporation's unsecured debt securities, 
shares of its preferred stock and shares of its common stock and the 
Prospectus dated December 19, 1996 constituting a part thereof, as supplemented
by the Prospectus Supplement dated March 17, 1998, filed with the Commission
pursuant to Rule 424(b) under the Act, relating to the Notes.

     As such counsel, we have examined and are familiar with such original or
photocopies or certified copies of such records of the Corporation and its 
subsidiaries, certificates of officers of the Corporation and of public 
officials and such other documents as we have deemed relevant or
necessary as the basis for the opinion set forth below.  In such examinations,
we have assumed the legal capacity of natural persons, the genuineness of 
all signatures on, and the authenticity of, all documents submitted to us 
as originals and the conformity to original documents of all documents
submitted to us as certified copies or photocopies  and the authenticity of 
the originals of such copies.  We have also relied upon statements of fact 
contained in documents that we have examined in connection with our 
representation of the Corporation.
  
     Based solely upon the foregoing, and in reliance thereon, and subject to 
the limitations, qualifications and exceptions set forth below, we are of 
the opinion that the Notes, when executed, issued and delivered by the 
Corporation to The Bank of New York for authentication in accordance with 
the Indenture dated as of January 1, 1995 between the Corporation and First
Trust of New York, National Association, successor to BankAmerica National 
Trust Company, as trustee (the "Indenture"), authenticated and delivered by
The Bank of New York, as issuing and paying agent, in accordance with the 
Indenture and paid for, all as contemplated in the Board Resolution or 
Company Order (as each is defined in the Indenture), will have been validly
authorized and issued under the Indenture and will constitute valid and 
legally binding obligations of the Corporation. 

     In rendering this opinion, we are not expressing an opinion as to the 
laws of any jurisdiction other than the State of North Carolina and the 
United States of America, and we assume no responsibility as to the 
applicability of the laws of any other jurisdiction.


     We hereby consent to be named in the Registration Statement as attorneys 
who passed upon the legality of the Notes and to the filing of a copy of 
this opinion as part of the Corporation's Current Report on Form 8-K to be 
filed for the purpose of including this opinion as part of the Registration 
Statement.


                              Very truly yours,


                              /s/ SMITH HELMS MULLISS & MOORE, L.L.P.

EX-99.1

                     RESOLUTIONS OF COMMITTEE
              APPOINTED BY THE BOARD OF DIRECTORS OF
                     NATIONSBANK CORPORATION


                         March 4, 1998


     WHEREAS, by resolutions adopted by the Board of Directors
(the "Board") of NationsBank Corporation (the "Corporation") at a
meeting duly called and held on September 25, 1996, this
Committee was appointed by the Board (the "Committee") with full
authority to take action in connection with the issuance of up to
an aggregate principal amount of $3,000,000,000 (the "Original
Authorization") of the Corporation's unsecured debt securities
(either senior or subordinated), shares of its preferred stock
and shares of its common stock (collectively, the "Securities")
to be offered at the times and on terms to be determined by the
Committee;

     WHEREAS, on October 9, 1996, the Corporation filed a
Registration Statement on Form S-3, Registration No. 333-13811
(the "Registration Statement"), with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended, with respect to the Securities which are to be
offered on a delayed or continuous basis, which Registration
Statement was amended on December 10, 1996 and December 19, 1996
and was declared effective on December 19, 1996; 

     WHEREAS, (i) on January 8, 1998, the Corporation allocated
and designated $2,000,000,000 of the Original Authorization to
the Corporation's Medium Term Notes, Series G (the "MTN Program
Authorization") and (ii) on January 29, 1998, the Corporation
allocated, issued and sold $350,000,000 of the Original
Authorization in the form of subordinated notes, thereby leaving
$650,000,000 aggregate principal amount of Securities either
unissued or unallocated under the Registration Statement;

     WHEREAS, this Committee has determined to (i) reduce the MTN
Program Authorization by $350,000,000; (ii) authorize the
issuance of a series of $600,000,000 of senior notes as provided
by these resolutions; and (iii) separately authorize the issuance
of a series of $400,000,000 of subordinated notes of the
Corporation; and

     WHEREAS, no stop order suspending the effectiveness of the
Registration Statement has been received by the Corporation and
no proceedings for that purpose have been instituted or
threatened against the Corporation;


                  AUTHORIZATION OF SENIOR NOTES

     NOW, THEREFORE, BE IT RESOLVED, that pursuant to the
resolutions adopted by the Board on September 25, 1996, and the
terms and provisions of the Indenture between the Corporation and
First Trust of New York, N.A. as successor trustee to BankAmerica
National Trust Company, as trustee (the "Trustee"), dated as of
January 1, 1995 (the "Indenture"), the Corporation shall issue a
series of its senior unsecured indebtedness consisting of
$600,000,000 in aggregate principal amount of its 5 % Senior
Notes, due 2001, which series of senior notes shall be designated
"5 % Senior Notes, due 2001"  (the "Notes"), and which shall be
subject to the terms and entitled to the benefits of the
Indenture; 

     RESOLVED FURTHER, that the Notes shall bear interest at the
rate of 5 % per annum, which interest shall accrue from March 23,
1998, and be payable semiannually on March 15 and September 15,
commencing September 15, 1998; and the record date for the
interest payable shall be the close of business on the last day
of the calendar month next preceding each interest payment date;

     RESOLVED FURTHER, that the maturity date of the Notes shall
be March 15, 2001;

     RESOLVED FURTHER, that, with respect to the Notes, a
"Business Day" shall mean any day, other than a Saturday or
Sunday or a legal holiday in New York, New York or Charlotte,
North Carolina, that is not a day on which banking institutions
in New York, New York, or Charlotte, North Carolina are
authorized or required by law or regulation to be closed;

     RESOLVED FURTHER, that the Notes shall be sold to
NationsBanc Montgomery Securities LLC and the other Underwriters
(as named in the Underwriting Agreement hereinafter described)
(the "Underwriters"), pursuant to the terms of the Underwriting
Agreement, who the Committee understands will reoffer the Notes
for sale in a public offering;

     RESOLVED FURTHER, that the Notes shall not be eligible for
redemption or entitled to any sinking fund and shall not be
subject to the provisions of Sections 14.02 and 14.03 of the
Indenture;

     RESOLVED FURTHER, that the Notes shall be sold to the
Underwriters on March 23, 1998, at a price of 99.358% of the
principal amount, and that the Notes shall be initially offered
to the public at a price of 99.658% of the principal amount;

     RESOLVED FURTHER, that the Committee was advised by the
Underwriters that they will initially offer the Notes to certain
dealers at the initial public offering price, less a concession
not in excess of .20% of the principal amount of the Notes, and
that the Underwriters may allow, and such dealers may reallow, a
concession not in excess of .15% of such principal amount on
sales to other dealers;

     RESOLVED FURTHER, that the Notes shall be issued as
Registered Securities (as defined in the Indenture) initially in
book-entry only form, represented by one or more global notes
registered in the name of The Depository Trust Company, or its
nominee, and eligible to trade through the facilities of Cedel
Bank, societe anonyme and Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear System, in
the manner requested by the Representatives (as defined in the
Underwriting Agreement), in denominations of $1,000 or integral
multiples thereof, and shall be dated the date of authentication
and delivery, which date shall occur on or about March 23, 1998
and the form of registered note presented to this Committee and
attached to the minutes hereof as Exhibit A, together with such
modifications as are appropriate to reflect the determinations of
the Committee, is hereby in all respects approved;

     RESOLVED FURTHER, that the Notes shall be executed in the
name of and on behalf of the Corporation by the Chief Executive
Officer, or any Senior or other Vice President, the corporate
seal thereon shall be attested by the Secretary or any Assistant
Secretary, and the signatures of the Chief Executive Officer, any
Vice President, the Secretary and any Assistant Secretary may be
in the form of facsimile signatures of the present or any future
Chief Executive Officer, Vice President, Secretary or Assistant
Secretary, and should any officer of the Corporation who signs,
or whose facsimile signature appears upon, any of the Notes,
cease to be such an officer prior to the issuance of such Notes,
the Notes so signed or bearing such facsimile signature shall,
nevertheless, be valid, and, without prejudice to the use of the
facsimile signatures of any other officer as hereinbefore
authorized, the facsimile signatures of Hugh L. McColl, Jr.,
Chief Executive Officer of the Corporation, John E. Mack, Senior
Vice President, James W. Kiser, Secretary of the Corporation, and
Allison Gilliam, Assistant Secretary, are hereby expressly
approved and accepted;

     RESOLVED FURTHER, that pursuant to the provisions of the
Indenture, the Chief Executive Officer, the Chief Financial
Officer, any Senior Vice President or any Associate General
Counsel of the Corporation (each, an "Authorized Officer") be,
and each of them is, hereby authorized and empowered to cause the
Notes, upon execution thereof, to be delivered to the Trustee
under the Indenture, or to any agent designated by the Trustee,
for authentication and delivery by it and to deliver to said
Trustee or agent thereof, as the case may be, the written order
of the corporation for the authentication and delivery of the
Notes and to negotiate, execute and deliver any and all
agreements and other documents and certificates necessary in
connection with the issuance, sale and delivery of the Notes;

     RESOLVED FURTHER, that, unless and until otherwise
determined by an Authorized Officer, The Bank of New York hereby
initially is appointed the agent for the Corporation for the
registration, transfer, exchange and payment of the Notes (the
"Paying Agent"), and authorized to be appointed by the Trustee as
authenticating agent, and that the corporate trust office of the
Paying Agent located at 101 Barclay Street, New York, New York
10286, hereby is designated, pursuant to the provisions of the
Indenture, as the office or agency of the Corporation where the
Notes may be presented for registration, transfer, exchange and
payment, and any Authorized Officer or other proper officer of
the Corporation is hereby authorized and empowered to execute and
deliver any documents required by the Trustee under the
Indenture, or by the Paying Agent, with respect to such
appointment of The Bank of New York, or any other person as any
Authorized Officer shall determine, as Paying Agent for the
Corporation;

     RESOLVED FURTHER, that whenever the Trustee or Paying Agent,
in its capacity as such, shall deem it expedient, it may apply to
counsel for the Corporation for advice or instructions, and, for
its actions and good faith in such capacity, including but not
limited to action in reliance on such advice or instructions or
on advice of its own counsel, the Corporation shall fully protect
and hold harmless that agent from and against any liability;

     RESOLVED FURTHER, that any Authorized Officer is hereby
authorized and empowered to execute and deliver, and this
Committee hereby approves, the underwriting agreement (the
"Underwriting Agreement"), dated as of March 17, 1998, among the
Corporation and the Representatives (as defined therein), in the
form presented to the Committee and attached to the minutes
hereof as Exhibit B, relating, among other things, to the sale of
the Notes and to the indemnification of and contribution to the
Underwriters, and such Underwriting Agreement shall be, and it
hereby is, in all respects authorized and approved, the execution
thereof being conclusive evidence of such approval;

              REDUCTION OF MTN PROGRAM AUTHORIZATION

     RESOLVED FURTHER, that the MTN Program Authorization is
hereby reduced by $350,000,000; and

     RESOLVED FURTHER, that the officers of the Corporation be,
and they hereby are, authorized and directed to do any and all
things necessary, appropriate or convenient to carry into effect
the foregoing resolutions. 

EX-99.2

                     RESOLUTIONS OF COMMITTEE
              APPOINTED BY THE BOARD OF DIRECTORS OF
                     NATIONSBANK CORPORATION

                          March 4, 1998
                                 

     WHEREAS, by resolutions adopted by the Board of Directors
(the "Board") of NationsBank Corporation (the "Corporation") at a
meeting duly called and held on September 25, 1996, this
Committee was appointed by the Board (the "Committee") with full
authority to take action in connection with the issuance of up to
an aggregate principal amount of $3,000,000,000 (the "Original
Authorization") of the Corporation's unsecured debt securities
(either senior or subordinated), shares of its preferred stock
and shares of its common stock (collectively, the "Securities")
to be offered at the times and on terms to be determined by the
Committee;

     WHEREAS, on October 9, 1996, the Corporation filed a
Registration Statement on Form S-3, Registration No. 333-13811
(the "Registration Statement"), with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended, with respect to the Securities which are to be
offered on a delayed or continuous basis, which Registration
Statement was amended on December 10, 1996 and December 19, 1996
and was declared effective on December 19, 1996; 

     WHEREAS, (i) on January 8, 1998, the Corporation allocated
and designated $2,000,000,000 of the Original Authorization to
the Corporation's Medium Term Notes, Series G (the "MTN Program
Authorization") and (ii) on January 29, 1998, the Corporation
allocated, issued and sold $350,000,000 of the Original
Authorization in the form of subordinated notes, thereby leaving
$650,000,000 aggregate principal amount of Securities either
unissued or unallocated under the Registration Statement;

     WHEREAS, this Committee has determined to (i) reduce the MTN
Program Authorization by $350,000,000; (ii) authorize the
issuance of a series of $400,000,000 of subordinated notes as
provided by these resolutions; and (iii) separately authorize the
issuance of a series of $600,000,000 of senior notes of the
Corporation;  and

     WHEREAS, no stop order suspending the effectiveness of the
Registration Statement has been received by the Corporation and
no proceedings for that purpose have been instituted or
threatened against the Corporation;


               AUTHORIZATION OF SUBORDINATED NOTES

     NOW, THEREFORE, BE IT RESOLVED, that pursuant to the
resolutions adopted by the Board on September 25, 1996, and the
terms and provisions of the Indenture between the Corporation and
The Bank of New York, as trustee (the "Trustee"), dated as of
January 1, 1995 (the "Indenture"), the Corporation shall issue a
series of its subordinated unsecured indebtedness consisting of
$400,000,000 in aggregate principal amount of its 6.80%
Subordinated Notes, due 2028, which series of subordinated notes
shall be designated "6.80% Subordinated Notes, due 2028"  (the
"Notes"), and which shall be subject to the terms and entitled to
the benefits of the Indenture; 

     RESOLVED FURTHER, that the Notes shall bear interest at the
rate of 6.80% per annum, which interest shall accrue from March
23, 1998, and be payable semiannually on March 15 and September
15, commencing September 15, 1998; and the record date for the
interest payable shall be the close of business on the last day
of the calendar month next preceding each interest payment date;

     RESOLVED FURTHER, that the maturity date of the Notes shall
be March 15, 2028;

     RESOLVED FURTHER, that, with respect to the Notes, a
"Business Day" shall mean any day, other than a Saturday or
Sunday or a legal holiday in New York, New York or Charlotte,
North Carolina, that is not a day on which banking institutions
in New York, New York, or Charlotte, North Carolina are
authorized or required by law or regulation to be closed;

     RESOLVED FURTHER, that the Notes shall be sold to
NationsBanc Montgomery Securities LLC and the other Underwriters
(as named in the Underwriting Agreement hereinafter described)
(the "Underwriters"), pursuant to the terms of the Underwriting
Agreement, who the Committee understands will reoffer the Notes
for sale in a public offering;

     RESOLVED FURTHER, that the Notes shall not be eligible for
redemption or entitled to any sinking fund and shall not be
subject to the provisions of Section 14.02 and 14.03 of the
Indenture;

     RESOLVED FURTHER, that the Notes shall be sold to the
Underwriters on March 23, 1998, at a price of 98.552% of the
principal amount, and that the Notes shall be initially offered
to the public at a price of 99.427% of the principal amount;

     RESOLVED FURTHER, that the Committee was advised by the
Underwriters that they will initially offer the Notes to certain
dealers at the initial public offering price, less a concession
not in excess of .50% of the principal amount of the Notes, and
that the Underwriters may allow, and such dealers may reallow, a
concession not in excess of .25% of such principal amount on
sales to other dealers;

     RESOLVED FURTHER, that the Notes shall be issued as
Registered Securities (as defined in the Indenture) initially in
book-entry only form, represented by one or more global notes
registered in the name of The Depository Trust Company, or its
nominee, and eligible to trade through the facilities of Cedel
Bank, societe anonyme, and Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear System, in
the manner requested by the Representatives (as defined in the
Underwriting Agreement), in denominations of $1,000 or integral
multiples thereof, and shall be dated the date of authentication
and delivery, which date shall occur on or about March 23, 1998
and the form of registered note presented to this Committee and
attached to the minutes hereof as Exhibit A, together with such
modifications as are appropriate to reflect the determinations of
the Committee, is hereby in all respects approved;

     RESOLVED FURTHER, that the Notes shall be executed in the
name of and on behalf of the Corporation by the Chief Executive
Officer, or any Senior or other Vice President, the corporate
seal thereon shall be attested by the Secretary or any Assistant
Secretary, and the signatures of the Chief Executive Officer, any
Vice President, the Secretary and any Assistant Secretary may be
in the form of facsimile signatures of the present or any future
Chief Executive Officer, Vice President, Secretary or Assistant
Secretary, and should any officer of the Corporation who signs,
or whose facsimile signature appears upon, any of the Notes,
cease to be such an officer prior to the issuance of such Notes,
the Notes so signed or bearing such facsimile signature shall,
nevertheless, be valid, and, without prejudice to the use of the
facsimile signatures of any other officer as hereinbefore
authorized, the facsimile signatures of Hugh L. McColl, Jr.,
Chief Executive Officer of the Corporation, John E. Mack, Senior
Vice President, James W. Kiser, Secretary of the Corporation, and
Allison Gilliam, Assistant Secretary, are hereby expressly
approved and accepted;

     RESOLVED FURTHER, that pursuant to the provisions of the
Indenture, the Chief Executive Officer, the Chief Financial
Officer, any Senior Vice President or any Associate General
Counsel of the Corporation (each, an "Authorized Officer") be,
and each of them is, hereby authorized and empowered to cause the
Notes, upon execution thereof, to be delivered to the Trustee
under the Indenture, or to any agent designated by the Trustee,
for authentication and delivery by it and to deliver to said
Trustee or agent thereof, as the case may be, the written order
of the corporation for the authentication and delivery of the
Notes and to negotiate, execute and deliver any and all
agreements and other documents and certificates necessary in
connection with the issuance, sale and delivery of the Notes;

     RESOLVED FURTHER, that, unless and until otherwise
determined by an Authorized Officer, The Bank of New York, as
Trustee, shall act as the agent for the Corporation for the
registration, transfer, exchange and payment of the Notes (the
"Paying Agent"), and as authenticating agent, and that the
offices of the Trustee located at 101 Barclay Street, New York,
New York, hereby is designated, pursuant to the provisions of the
Indenture, as the office or agency of the Corporation where the
Notes may be presented for registration, transfer, exchange and
payment, and the proper officers of the Corporation are hereby
authorized and empowered to execute and deliver any documents
required by the Trustee under the Indenture in connection with
such duties;

     RESOLVED FURTHER, that any Authorized Officer is hereby
authorized and empowered to execute and deliver, and this
Committee hereby approves, the underwriting agreement (the
"Underwriting Agreement"), dated as of March 17, 1998, among the
Corporation and the Representatives (as defined therein), in the
form presented to the Committee and attached to the minutes
hereof as Exhibit B, relating, among other things, to the sale of
the Notes and to the indemnification of and contribution to the
Underwriters, and such Underwriting Agreement shall be, and it
hereby is, in all respects authorized and approved, the execution
thereof being conclusive evidence of such approval;

     RESOLVED FURTHER, that the reduction of the Original
Authorization by $350,000,000 is hereby ratified and confirmed;
and

     RESOLVED FURTHER, that the officers of the Corporation be,
and they hereby are, authorized and directed to do any and all
things necessary, appropriate or convenient to carry into effect
the foregoing resolutions.

EX-99.3

NationsBank Corporation
Corporate Center, 56th Floor
Charlotte, NC 28255



NATIONSBANK                        NEWS RELEASE



FOR IMMEDIATE RELEASE
March 17, 1998

Contact: Bob Stickler 704-386-8465

CHARLOTTE, NC, March 17, 1998 -- NationsBank Corporation
(NYSE:NB) today entered into agreements for the underwritten
public offering of $1.0 billion in non-callable notes to be
issued in two separate series.  These include:

     *$600 million in 3-year senior notes due March 2001.
     *$400 million in 30-year subordinated notes due March 2028.

The notes will be sold under a shelf registration for corporate
debt securities and preferred and common stock previously
declared effective by the Securities and Exchange Commission. 
Net proceeds from the debt isues will be used for general
corporate purposes.

The 3-year senior notes have a coupon interest rate of 5.75
percent and will be sold by underwriters led by NationsBanc
Montgomery Securities, LLC and including Morgan Stanley Dean
Witter, Prudential Securities, Inc. and Salomon Smith Barney. 
Closing is scheduled for March 23, 1998.

The 30-year subordinated notes will have a coupon interest rate
of 6.80 percent and will be sold through underwriters led by
NationsBanc Montgomery Securities, LLC and including Bear Stearns
& Co., Inc., Lehman Brothers and Merrill Lynch & Co.  Closing is
scheduled for March 23, 1998.

NationsBank Corporation is the country's third largest banking
company with $311 billion in assets and full-service banking
offices in 16 states and the District of Columbia.

                                               
www.nationsbank.com