EXHIBIT 24.2
    
   
                            NATIONSBANK CORPORATION
                               BOARD OF DIRECTORS
                                  RESOLUTIONS
    
   
           AMENDMENT OF DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
    
   
                                JANUARY 25, 1995
    
   
     WHEREAS, the Dividend Reinvestment and Stock Purchase Plan (the "Plan") has
been in existence since its adoption in 1979, and was last amended in 1991; and
    
   
     WHEREAS, it is deemed to be in the best interests of NationsBank
Corporation ("the Corporation") to amend the Plan to eliminate the five percent
discount on the purchase of Common Stock with reinvested cash dividends, as well
as to make certain other changes in the Plan;
    
   
     NOW, THEREFORE, BE IT:
    
   
     RESOLVED, that the Plan be amended to provide for a) the purchase of Common
Stock with the proceeds from reinvested cash dividends, as well as optional cash
payments, at 100% of market value, b) the purchase of Common Stock in the open
market, as well as the use of original issue shares, c) the purchase price of
original issue shares of Common Stock to be 100% of the average of the closing
price of the Common Stock during the period of the dividend payment date and the
four preceding business days, d) the price of Common Stock purchased in the open
market to be the weighted average price paid to obtain such shares, e) optional
cash purchases to be in an amount not less than $50 with a calendar month
aggregate not to exceed $3000, and f) such other changes to the Plan as the
proper officers of the Corporation may deem necessary or appropriate; and
    
   
     FURTHER RESOLVED, that the proper officers of the Corporation are hereby
authorized and empowered to execute and file with the Securities and Exchange
Commission a Post-Effective Amendment to the Registration Statement covering the
Plan, and to execute and file all such other amendments, instruments and
documents, to make all payments and to do all such other acts and things in
connection with such filings as they may deem necessary or advisable in order to
effect such filings and to procure the effectiveness of the Post-Effective
Amendment; and
    
   
     FURTHER RESOLVED, that James W. Kiser and Charles M. Berger are, each of
them with full power to act without the other, authorized and empowered to sign
the Post-Effective Amendment or any other amendment to the aforesaid
Registration Statement on behalf of and as attorneys for the Corporation and on
behalf of and as attorneys for any of the following persons: the Chief Executive
Officer, the Principal Financial Officer, the Chief Accounting Officer, and any
other officer of the Corporation; and
    
   
     FURTHER RESOLVED, that James W. Kiser is hereby designated as Agent for
Service of the Corporation with all such powers as are provided by the Rules and
Regulations of the Securities and Exchange Commissions; and
    
   
     FURTHER RESOLVED, that the Chairman of the Board, the President, any Vice
Chairman, any Executive Vice President, or any Senior Vice President are hereby
authorized to perform on behalf of the Corporation any and all acts as they may
deem necessary or advisable in order to comply with any state laws applicable to
the amendments to the Plan, and in connection therewith to execute and file all
requisite papers and documents, including but not limited to resolutions,
applications, reports, surety bonds, irrevocable consents and appointments of
attorneys for service of process, and to obtain any licenses, permits,
exemptions, registrations, or qualifications necessitated by the amendments to
the Plan; and the execution or taking of such actions by such officers in
connection with the foregoing matters shall conclusively establish their
authority therefor and the approval of the Corporation; and
    
   
     FURTHER RESOLVED, that the officers of the Corporation be, and they hereby
are, authorized and directed to do all things necessary, appropriate or
convenient to carry into effect the foregoing resolutions.
    
 
   
                            CERTIFICATE OF SECRETARY
    
   
     I, ALLISON L. GILLIAM, Assistant Secretary of NationsBank Corporation, a
corporation duly organized and existing under the laws of the State of North
Carolina, do hereby certify that the foregoing is a true and correct copy of a
resolution duly adopted by a majority of the entire Board of Directors of said
Corporation at a meeting of said Board of Directors held on January 25, 1995, at
which meeting a quorum was present and acted throughout and that said resolution
is in full force and effect and has not been amended or rescinded as of the date
hereof.
    
   
     IN WITNESS WHEREOF, I have hereupon set my hand and affixed the seal of
said corporation this 30th day of January, 1995.
    
   
(SEAL)
    
   
                                             /s/ Allison L. Gilliam
    
   
                                             ASSISTANT SECRETARY