Exhibit 23.9



                               LETTERHEAD OF
               SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP



                                            November 18, 1997


NationsBank Corporation
100 North Tryon Street
Charlotte, North Carolina 28255


Ladies and Gentlemen:

     We have acted as counsel to Barnett Banks, Inc., a Florida corporation 
("Barnett"), in connection with the contemplated merger (the "Merger") 
under the laws of the States of Florida and Delaware of Barnett with 
and into NB Holdings Corporation ("NB Holdings"), a Delaware corporation
and a wholly-owned subsidiary of NationsBank Corporation, a North Carolina 
corporation ("NationsBank"), pursuant to the Agreement and Plan of Merger, 
dated as of August 29, 1997, by and between Barnett and NationsBank, as amended
(the "Merger Agreement"). At your request, in connection with NationsBank's 
Registration Statement on Form S-4 (the "Registration Statement") filed in 
connection with the Merger with the Securities and Exchange Commission under 
the Securities Act of 1933, as amended (the "Securities Act") and in 
accordance with the requirements of Item 601(b) (8) of Regulation S-K under 
the Securities Act, we are providing to you a form of the tax opinion 
(the "Form of Tax Opinion") that we expect to render at the Effective Time 
pursuant to Section 7.08 of the Merger Agreement.1


     We hereby consent in accordance with the requirements of Item 601(b) (23)
of Regulation S-K under the Securities Act to the filing of the Form of 
Tax Opinion as Exhibit 8.2 to the Registration Statement and to the discussion
of such opinion in the Joint Proxy Statement-Prospectus which forms part 
of the Registration State-

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1  Unless otherwise indicated, all defined terms used herein shall have
   the meanings assigned to them in the Registration Statement.




NationsBank Corporation
November 18, 1997
Page 2


ment. In giving such consent, we do not thereby admit that we are in the 
category of persons whose consent is required under Section 7 of the 
Securities Act or the rules and regulations of the Securities and Exchange 
Commission thereunder.


                            Very truly yours,

                            /s/ Skadden, Arps, Slate, Meagher & Flom LLP
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