NationsBank Corporation
Legal Department
NationsBank Corporate Center
NC1-007-20-01
Charlotte, NC 28255


NATIONSBANK                                  Exhibit 5.1



June 29, 1995


Board of Directors
NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina 28255


Ladies and Gentlemen:

In connection with the proposed registration under the Securities
Act  of  1933,  as  amended,  of up  to  14,000,000  shares  (the
"Shares")  of the common stock of NationsBank Corporation  to  be
issued  pursuant to the terms of the NationsBank Corporation  Key
Employee Stock Plan (the "Plan"),  I have examined such corporate
records and other documents, including the Registration Statement
on   Form  S-8  (the  "Registration  Statement")  and  Prospectus
relating to the Shares, and have reviewed such matters of law  as
I  have deemed necessary or appropriate for this opinion.   Based
on  such examination and review, it is my opinion that the Shares
have  been duly and validly authorized and, when issued and  paid
for  in accordance with and upon the terms and conditions of  the
Plan, will be validly issued, fully paid and nonassessable.

I  consent  to  be  named in the Registration  Statement  as  the
attorney who passed upon the legality of the Shares, and  to  the
filing  of  a  copy  of  this  opinion  as  an  exhibit  to   the
Registration Statement.

Very truly yours,

/s/ Paul J. Polking

Paul J. Polking
General Counsel