EXHIBIT 8.2


                 [WACHTELL, LIPTON, ROSEN & KATZ LETTERHEAD]


                                             November 13, 1996



NationsBank Corporation
NationsBank Corporate Center
100 North Tryon Center
Charlotte, North Carolina  28255

Gentlemen:

                  We have acted as special counsel to NationsBank Corporation, a
North Carolina corporation ("NationsBank"), in connection with the proposed
merger (the "Merger") of Boatmen's Bancshares, Inc., a Missouri corporation
("Boatmen's"), with and into NB Holdings Corporation, a Delaware corporation
("Merger Sub"), a direct wholly-owned subsidiary of NationsBank, upon the terms
and conditions set forth in the Agreement and Plan of Merger dated as of August
29, 1996 (the "Agreement"). At your request, in connection with the closing of
the Merger, we are rendering our opinion concerning certain federal income tax
consequences of the Merger.


                  For purposes of the opinion set forth below, we have relied, 
with the consent of NationsBank and the consent of Boatmen's, upon the accuracy
and completeness of the statements and representations (which statements and
representations we have neither investigated nor verified) contained,
respectively, in the certificates of the officers of NationsBank, Merger Sub and
Boatmen's (copies of which are attached hereto and which are incorporated herein
by reference), and have assumed
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November 13, 1996
Page 2


that such certificates will be complete and accurate as of the Effective Time.
We have also relied upon the accuracy of the Registration Statement on Form S-4
(the "Registration Statement") and the Proxy Statement-Prospectus (the "Proxy
Statement") as amended through the date hereof. Any capitalized term used and
not defined herein has the meaning given to it in the Proxy Statement or the
appendices thereto (including the Agreement).

                  We have also assumed that the transactions contemplated by the
Agreement will be consummated in accordance therewith and as described in the
Proxy Statement and that the Merger will qualify as a statutory merger under the
applicable laws of the State of Missouri, the State of Delaware and the United
States.

                  Based upon and subject to the foregoing, it is our opinion
that, under currently applicable law, the Merger will constitute a
reorganization within the meaning of Section 368(a)(1) of the Internal Revenue
Code of 1986, as amended (the "Code"), and that, accordingly, the following will
be the material federal income tax consequences of the Merger:

                  (i)      No gain or loss will be recognized by the
                           shareholders of Boatmen's on the exchange of their
                           shares of Boatmen's stock for shares of NationsBank
                           stock pursuant to the terms of the Agreement to the
                           extent of such exchange.

                  (ii)     The federal income tax basis of the shares of the
                           NationsBank stock for which shares of Boatmen's stock
                           are exchanged pursuant to the Merger will be the same
                           as the basis of such shares of Boatmen's stock
                           exchanged therefor (less any proportionate part of
                           such basis allocable to any fractional interest in
                           any share of NationsBank Common Stock).

                  (iii)    The holding period for shares of NationsBank stock
                           for which shares of Boatmen's stock are exchanged
                           will include the period that such shares of Boatmen's
                           stock were held by the holder, provided such shares
                           were capital assets of the holder.

                  (iv)     The receipt of cash in lieu of fractional shares will
                           be treated as if the fractional shares were
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November 13, 1996
Page 3

                           distributed as part of the exchange and then redeemed
                           by NationsBank, and gain or loss will be recognized
                           in an amount equal to the difference between the cash
                           received and the basis of the Boatmen's Common Stock
                           surrendered, which gain or loss will be capital gain
                           or loss if the Boatmen's Common Stock was a capital
                           asset in the hands of the shareholder.

                 This opinion may not be applicable to Boatmen's shareholders 
who received their Boatmen's stock pursuant to the exercise of employee stock
options or otherwise as compensation or who are not citizens or residents of the
United States.

                 We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement,
and to the reference to this opinion under the caption "SUMMARY -- Certain
Federal Income Tax Consequences", under the caption "THE MERGER -- Certain
Federal Income Tax Consequences" and elsewhere in the Proxy Statement.


                                         Very truly yours,

                                         /s/ Wachtell, Lipton, Rosen & Katz