Exhibit 10(y)


                                  AMENDMENT #2
                                       TO
                          AGREEMENT AND PLAN OF MERGER



         AMENDMENT, dated as of January 6, 1997 (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, the Company and Merger Sub have previously entered 
into that certain Agreement and Plan of Merger dated as of August 29, 1996, as
amended on November 11, 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 
comtemplated by the Agreement shall be deemed to refer to the Agreement as 
amended hereby.

         2.  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 
    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 General and Business 
    Corporation Law of Missouri and Section 252 of the GCL.



         3. 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.



         4. 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.

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

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


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