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):
                           August 1, 1994


                        NATIONSBANK CORPORATION                  

     _________________________________________________________
       (Exact name of registrant as specified in its charter)


    North Carolina              1-6523             56-0906609 
________________________    _____________      _________________
(State of Incorporation)     (Commission         (IRS Employer
                             File Number)     Identification No.)


  NationsBank Corporate Center, Charlotte, North Carolina 28255
  ______________________________________________________________
        (Address of principal executive offices)      (Zip Code)


                             (704) 386-5000                      

 ________________________________________________________________
       (Registrant's telephone number, including area code)
ITEM 5.  OTHER EVENTS.

     Effective on August 1, 1994, a Committee of the Board of
Directors of the Registrant approved the public offering of an
aggregate principal amount of $300,000,000 of the Registrant's
7-3/4% Subordinated Notes, due 2004 (the "Notes") to various
underwriters (the "Underwriters") and otherwise established the
terms and conditions of the Notes and the sale thereof.  The
resolutions of such Committee are included as Exhibit 99.1
hereto.

     Also on August 1, 1994, the Registrant entered into an
underwriting agreement with the Underwriters ("Underwriting
Agreement").  The terms of the offering and the Notes are
described in the Registrant's Prospectus dated August 12, 1993
constituting a part of the Registration Statement (hereinafter
described), as supplemented by a Prospectus Supplement dated
August 1, 1994.  The Underwriting Agreement is included as
Exhibit 1.1 hereto.

     The Notes were issued pursuant to the Registrant's
Registration Statement on Form S-3, Registration No. 33-49881
(the "Registration Statement"), on a delayed basis pursuant to
Rule 415 under the Securities Act of 1933, as amended.  The
Registration Statement registered up to $4,000,000,000 aggregate
initial offering price of the Registrant's unsecured debt
securities (either senior or subordinated) and shares of its
preferred stock and common stock and was declared effective on
August 12, 1993.  After the closing of the sale of the Notes,
expected to occur on August 8, 1994, debt securities, preferred
stock or common stock having an approximate aggregate initial
offering price of $1,925,000,000 will remain unsold under the
Registration Statement.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits.

          The following exhibits are filed herewith:

          EXHIBIT NO.    DESCRIPTION OF EXHIBIT

          1.1       Underwriting Agreement dated August 1, 1994
                    with respect to the offering of the Notes

          4.1       Form of Note

          12.1      Computation of Ratio of Earnings to Fixed
                    Charges for the three months ended 
                    March 31, 1994 and the six months ended
                    June 30, 1994 and for each of the years
                    in the five-year period ended December 31,
                    1993

          99.1      Resolutions of a Committee of the Board of
                    Directors effective August 1, 1994 with
                    respect to the terms of the offering of
                    the Notes

          99.2      News Release disseminated on August 1, 1994
                    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
                                  Deputy General Counsel

Dated:  August 4, 1994 


                           EXHIBIT INDEX


                                                       SEQUENTIAL
     EXHIBIT NO.          DESCRIPTION OF EXHIBIT      PAGE NO.

     1.1            Underwriting Agreement dated 
                    August 1, 1994 with respect 
                    to the offering of the Notes

     4.1            Form of Note

     12.1           Computation of Ratio of Earnings 
                    to Fixed Charges for three months ended
                    March 31, 1994 and the six months ended 
                    June 30, 1994 and for each of the years 
                    in the five-year period ended December 31, 
                    1993

     99.1           Resolutions of a Committee of the Board of
                    Directors effective August 1, 1994 with
                    respect to the terms of the offering of 
                    the Notes

     99.2           News Release disseminated on 
                    August 1, 1994 regarding the sale 
                    of the Notes