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): July 14, 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 July 14, 1998, a Committee previously appointed by the Board of Directors of the Registrant approved the public offering of an aggregate principal amount of $450,000,000 of the Registrant's 6-1/8% Senior 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 the Committee are included as Exhibit 99.1 hereto. On July 14, 1998, the Registrant entered into an underwriting agreement with the various Underwriters (the "Underwriting Agreement") for the Notes. The terms of the offering and the Notes are described in the Registrant's Prospectus dated May 21, 1998 constituting a part of the Registration Statement (hereinafter described), as supplemented by a final Prospectus Supplement dated July 14, 1998 for the Notes. 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. 333-51367, as amended ("Registration No. 333-51367"), on a delayed basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "1933 Act"). Registration No. 333-51367 registered up to $10,000,000,000 aggregate initial offering price of the Registrant's unsecured debt securities (either senior or subordinated), warrants, units and shares of its preferred stock, including depositary shares, and common stock (collectively, "Securities"). After the closing of the sale of the Notes on July 23, 1998, Securities having an aggregate initial offering price of $9,550,000,000 remain unsold under Registration No. 333-51367. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibits are filed herewith: EXHIBIT NO. DESCRIPTION OF EXHIBIT 1.1 Underwriting Agreement dated July 14, 1998 with respect to the offering of the 6-1/8% Senior Notes 4.1 Form of 6-1/8% Senior Note 5.1 Form of Opinion of Smith Helms Mulliss & Moore, L.L.P. regarding legality of the 6- 1/8% Senior Notes 99.1 Resolutions dated July 14, 1998 of a Committee of the Board of Directors with respect to the terms of the offering of the 6-1/8% Senior Notes 99.2 News Release disseminated on July 14, 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: July 23, 1998 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF EXHIBIT 1.1 Underwriting Agreement dated July 14, 1998 with respect to the offering of the 6-1/8% Senior Notes 4.1 Form of 6-1/8% Senior Note 5.1 Form of Opinion of Smith Helms Mulliss & Moore, L.L.P. regarding legality of the 6-1/8% Senior Notes 99.1 Resolutions dated July 14, 1998 of a Committee of the Board of Directors with respect to the terms of the offering of the 6-1/8% Senior Notes 99.2 News Release disseminated on July 14, 1998 regarding the sale of the Notes