EXHIBIT 2.2

                                   AMENDMENT

                                       TO

                          AGREEMENT AND PLAN OF MERGER


                 AMENDMENT dated as of November 11, 1996 (this "Amendment")
between NationsBank Corporation, a North Carolina corporation ("Parent"), NB
Holdings Corporation, a Delaware corporation and wholly-owned subsidiary of
Parent ("Merger Sub") and Boatmen's Bancshares, Inc., a Missouri corporation
(the "Company").

                 WHEREAS, Parent and the Company have previously entered into
that certain Agreement and Plan of Merger dated as of August 29, 1996 (the
"Agreement"); and

                 WHEREAS, such persons wish to amend the Agreement in the
manner set forth below.

                 NOW, THEREFORE, the parties hereto agree as follows:

                 1.       All capitalized terms used herein, unless otherwise
defined herein, shall have the meanings given them in the Agreement, and each
reference in the Agreement to "this Agreement", "hereof", "herein", "hereunder"
or "hereby" and each other similar reference shall be deemed to refer to the
Agreement as amended hereby. All references to the Agreement in any other
agreement between Parent and the Company relating to the transactions
contemplated by the Agreement shall be deemed to refer to the Agreement as
amended hereby.

                 2.       The first paragraph on page 1 of the Agreement is
hereby amended by deleting the words "Boatmen's Bancshares, Inc. (the
"Company") and NationsBank Corporation ("Parent")" and inserting the words
"NationsBank Corporation ("Parent"), NB Holdings Corporation, a wholly owned
subsidiary of Parent ("Merger Sub") and Boatmen's Bancshares, Inc. (the
"Company")."

                 3.       The first recital to the Agreement is hereby amended
by deleting the words "a wholly-owned direct or indirect subsidiary of Parent
("Merger Sub")" with the words "Merger Sub."

                 4.       Section 1.01 of the Agreement is hereby amended by
deleting the definition of "Certificate of Merger" and adding the sentence
""DGCL" shall have the meaning set forth in Section 2.01(b)." immediately after
the definition of "Determination Date."

                 5.       Section 2.01(a) of the Agreement is hereby amended by
deleting the word "Missouri" in the fourth line of such


                                     - 1 -


paragraph and replacing it with the word "Delaware."

                 6.       Section 2.01(b) is hereby amended and restated in its
entirety as follows:

                          (b) Effectiveness And Effects Of The Merger. Subject
         to the satisfaction or waiver of the conditions set forth in Article
         VII in accordance with this Agreement, the Merger shall become
         effective upon the later to occur of (i) the filing in the office of
         the Secretary of State of Missouri of a certificate of merger or such
         later date and time as may be set forth in such certificate of merger,
         in accordance with Section 440 of the General and Business Corporation
         Law of Missouri (the "GBCL") and (ii) the filing in the office of the
         Secretary of State of Delaware of a certificate of merger or such
         later date and time as may be set forth in such certificate of merger
         in accordance with Section 252 of the General Corporation Law of the
         State of Delaware (the "GCL"). The Merger shall have the effects
         prescribed in Section 450 of the GBCL and Section 252 of the GCL.

                 7.       Upon the execution of this Amendment, Merger Sub
shall become a party to the Agreement with such rights and obligation as are
provided herein and therein.

                 8.       This Amendment shall be governed by and construed in
accordance with the law of the State of Missouri , without regard to the
conflicts of law rules of such state.

                 9.       This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument. This Amendment
shall become effective when each party hereto shall have received counterparts
hereof signed by all of the other parties hereto.

                 10.      Except as expressly amended hereby, the Agreement
shall remain in full force and effect.


                                      - 2-



                 IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed in counterparts by their duly authorized officers,
all as of the day and year first above written.


                                        BOATMEN'S BANCSHARES, INC.



                                        By: /s/ Gregory L. Curl
                                           -----------------------
                                           Name: Gregory L. Curl
                                           Title: Vice Chairman


                                        NATIONSBANK CORPORATION




                                        By: /s/ James H. Hance, Jr.
                                           -------------------------
                                           Name:  James H. Hance, Jr.
                                           Title: Vice Chairman and
                                                  Chief Financial Officer


                                        NB HOLDINGS CORPORATION




                                        By: /s/ John E. Mack
                                           ----------------------
                                           Name:  John E. Mack
                                           Title: Senior Vice President
                                                  and Treasurer