EXHIBIT 24.2


                            NATIONSBANK CORPORATION


                               BOARD OF DIRECTORS
                                  RESOLUTIONS


                 ADOPTION OF THE NATIONSBANK SHARESDIRECT PLAN


                               December 16, 1997

     WHEREAS, the Dividend Reinvestment and Stock Purchase Plan (the "DRSPP")
has been in existence since its adoption in 1979, and was last amended in 1995;
and

     WHEREAS, it is deemed to be in the best interests of NationsBank
Corporation ("the Corporation") to replace the DRSPP with a new NationsBank
SharesDirect Plan (the "Direct Purchase Plan") to make it easier for investors
to buy Common Stock directly from the Corporation and provide certain other
services currently not available to holders of the Common Stock;

     NOW, THEREFORE, BE IT:

     RESOLVED, that the proper officers of the Corporation be, and they hereby
are, authorized, empowered and directed to cause the Corporation to adopt and
establish the Direct Purchase Plan containing the design, terms and features
set forth on Exhibit A attached hereto, subject to such additions,
modifications, deletions and changes to the Direct Purchase Plan as the proper
officers of the Corporation may deem necessary or appropriate; and

     FURTHER RESOLVED, that the proper officers and directors of the
Corporation be, and each of them hereby is, authorized, in the name and on
behalf of the Corporation, to prepare, execute and file, or cause to be
prepared and filed, with the Securities and Exchange Commission (the
"Commission") a Post-Effective Amendment No. 2 to the Registration Statement
No. 33-44826 on Form S-3 (the "Post-Effective Amendment"), and any subsequent
registration statements on Form S-3 relating to the Direct Purchase Plan, under
the Securities Act of 1933, as amended (collectively, the "Registration
Statements"), so as to make the shares of Common Stock currently available for
issuance under the DRSPP (the "Shares") available for issuance under the Direct
Purchase Plan, with full power and authority to make such changes or additions
thereto as any of them may approve, such approval to be conclusively evidenced
by the filing thereof, and to prepare, execute and cause to be filed any
amendments to such Registration Statements (including, without limitation,
post-effective amendments), together with all documents required as exhibits to
such Registration Statements or any amendments or supplements thereto,
including any and all solicitation materials utilized in connection with the
mailing of the Direct Purchase Plan Prospectus, and all certificates, letters,
instruments, applications, and any other documents which may be required to be
filed with the Commission and to take any and all action with respect to the
foregoing as they, in their discretion, shall deem necessary or advisable, with
the taking of such action conclusively establishing the validity thereof; 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 Statements 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 Paul J. Polking is hereby designated as Agent for
Service of the Corporation with all such powers as are provided by the Rules
and Regulations of the Commissions; and

     FURTHER RESOLVED, that the appropriate officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed, in the name of and
on behalf of the Corporation, to take all such actions and to execute all such
documents as such officers may deem necessary or appropriate for compliance
with the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended, in connection with the Direct Purchase Plan; and


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     FURTHER RESOLVED, that the appropriate officers of the Corporation be, and
each of them hereby is, authorized and directed to take, or cause to be taken,
any and all action necessary to effect the listing of the Shares on the New
York Stock Exchange (the "NYSE"), the Pacific Stock Exchange (the "PSE") and
the London Stock Exchange ("LSE"), including, without limitation, the
preparation, execution and filing of all necessary applications, documents,
forms and agreements with the NYSE, PSE and LSE, the payment by the Corporation
of all required filing or application fees to the NYSE, PSE, and LSE and the
appearance of any such officer (if requested) before officials of the NYSE,
PSE, and LSE; and

     FURTHER RESOLVED, that it is desirable and in the best interest of the
Corporation that the Shares be qualified or registered for sale in various
states and certain foreign jurisdictions (if applicable); that the appropriate
officers of the Corporation be, and each of them hereby is, authorized to
determine the states and foreign jurisdictions (if any) in which appropriate
action shall be taken to qualify or register for sale all or such part of such
Shares as said officers may deem advisable; that said officers be, and each of
them hereby is, authorized to perform on behalf of the Corporation any and all
such acts as they may deem necessary or advisable in order to comply with the
applicable laws of any such states or foreign jurisdictions, and in connection
therewith to execute and file all requisite papers and documents, including,
but not limited to, applications, reports, surety bonds, irrevocable consents
to and appointments of attorneys for the purpose of receiving and accepting
service of process and the execution by such officers of any such paper or
document or the doing by them of any act in connection with the foregoing
matters shall conclusively establish their authority therefor from the
Corporation and the approval and ratification by the Corporation of the papers
and documents so executed and the action so taken; and

     FURTHER RESOLVED, that, upon the issuance thereof under the Direct
Purchase Plan, the Shares shall be deemed to be fully paid and non-assessable
and the holders of the Shares shall be subject to no further call or liability
with respect thereto; and

     FURTHER RESOLVED, that the foregoing officers be, and each of them hereby
is, authorized, empowered and directed to do any and all things which in their
judgment may be necessary or appropriate in order to obtain a permit,
exemption, registration or qualification for, and a dealer's license with
respect to, the distribution of the Shares in accordance with and pursuant to
the terms of the Direct Purchase Plan, under the securities or insurance laws
of any one or more of the states as such officers may deem advisable, and in
connection therewith to execute, acknowledge, verify, deliver, file and publish
all applications, reports, resolutions, consents, consents to service of
process, powers of attorneys, commitments and other papers and instruments as
may be required under such laws and to take any and all further action which
they may deem necessary or appropriate in order to secure and to maintain such
permits, exemptions, registrations and qualifications in effect for so long as
they shall deem in the best interests of the Corporation; and

     FURTHER RESOLVED, that Chase Mellon Shareholder Services, L.L.C. ("Chase
Mellon") be, and it hereby is, initially appointed Transfer Agent and Registrar
for the Shares to be offered under the Direct Purchase Plan, and that Chase
Mellon be, and it hereby is, vested with all the power and authority as
Transfer Agent and Registrar with respect to the Shares as it has heretofore
been vested with for the shares of Common Stock currently issued and
outstanding; and

     FURTHER RESOLVED, that the appropriate officers of the Corporation be, and
each of them hereby is, authorized, in the name and on behalf of the
Corporation, to subsequently appoint an entity or entities other than Chase
Mellon to serve as Transfer Agent and Registrar for the Shares to be offered
under the Direct Purchase Plan as such officers may deem necessary or advisable
from time to time, and any such subsequently appointed Transfer Agent and
Registrar, upon being duly appointed, shall be vested with all the power and
authority as Transfer Agent and Registrar with respect to the Shares as Chase
Mellon has been vested with herein; and

     FURTHER RESOLVED, that the Board of Directors of the Corporation hereby
adopts, as if expressly set forth herein, the form of any resolution required
by any authority to be filed in connection with any applications, consents to
service, issuer's covenants or other documents, applications, reports or
filings relating to the foregoing resolutions if (i) in the opinion of the
officers of the Corporation executing same, the adoption of such resolutions is
necessary or desirable, and (ii) the Secretary or an Assistant Secretary of the
Corporation evidences such adoption by inserting in the minutes of this meeting
copies of such resolutions, which will thereupon be deemed to be adopted by the
Board of Directors of the Corporation with the same force and effect as if
presented at this meeting; and


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 Further Authority and Ratification

     NOW, THEREFORE, BE IT:

     RESOLVED, that the appropriate officers of the Corporation hereby are
authorized, empowered and directed to do any and all things necessary,
appropriate or convenient to carry into effect the foregoing resolutions,
including the execution and delivery of all such instruments, agreements,
certificates, reports, applications, notices, letters and other documents and
the payment of the necessary fees and expenses; and

     FURTHER RESOLVED, that any and all actions heretofore taken by any of the
directors, officers, representatives or agents of the Corporation or any of its
affiliates in connection with the Direct Purchase Plan or otherwise referred to
in the foregoing resolutions hereby are ratified, confirmed and approved in all
respects as the acts and deeds of the Corporation.


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                           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 December 16, 1997,
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 16th day of December, 1997.


(SEAL)


                                                /s/ ALLISON L. GILLIAM
                                            -----------------------------------

                                                    Assistant Secretary

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