WRITTEN CONSENT TO ACTION WITHOUT MEETING OF COMMITTEE
             APPOINTED BY THE BOARD OF DIRECTORS OF
                     NATIONSBANK CORPORATION

                         March 11, 1996


     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 27, 1995, 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 on terms to be determined by the Committee;

     WHEREAS, on September 29, 1995, the Corporation filed a
Registration Statement on Form S-3, Registration No. 33-63097
(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 November 13, 1995 and was declared
effective on November 24, 1995;

     WHEREAS, on September 27, 1995, the Corporation allocated
and designated $1,500,000,000 of the Original Authorization to
the Corporation's Medium Term Notes, Series E (the "MTN
Program"), leaving $1,500,000,000 aggregate principal amount of
Securities either unissued or unallocated under the Registration
Statement;

     WHEREAS, this Committee has determined to authorize the
issuance of a series of $300,000,000 of subordinated notes as
provided by these resolutions; 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 27, 1995,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
$300,000,000 in aggregate principal amount of its 6 1/2%
Subordinated Notes, due 2006, which series of subordinated notes
shall be designated "6 1/2% Subordinated Notes, due 2006" (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 1/2% per annum, which interest shall accrue from March
11, 1996, and be payable semiannually on March 15 and September
15, commencing September 15, 1996; 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, 2006; 

     RESOLVED FURTHER, that the Notes shall be sold to
NationsBanc Capital Markets, Inc. 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;

     RESOLVED FURTHER, that the Notes shall be sold to the
Underwriters on March 5, 1996, at a price of 98.602% of the
principal amount, and that the Notes shall be initially offered
to the public at a price of 99.252% 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 .40% of the principal amount of the Notes, and
that the Underwriters may allow, and such dealers may reallow, a
concession not in excess of .30% 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, 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 11, 1996 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 Chairman of the
Board and 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
Chairman of the Board and 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
Chairman of the Board and 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., Chairman of the
Board of the Corporation, and of James W. Kiser, Secretary of the
Corporation, are hereby expressly approved and accepted;

     RESOLVED FURTHER, that pursuant to the provisions of the
Indenture, the Chairman of the Board and 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 5, 1996, 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 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.