Exhibit 24(b)


                             NATIONSBANK CORPORATION
                               BOARD OF DIRECTORS
                                   RESOLUTIONS

                                January 28, 1998

                           Annual Report on Form 10-K

     WHEREAS,  the Chief  Financial  Officer  and Chief  Accounting  Officer  of
NationsBank Corporation (the "Corporation") have made presentations to the Board
of Directors  regarding the  Corporation's  financial results for the year ended
December 31, 1997; and

     WHEREAS,  the Board has had adequate  opportunity  to review and comment on
such results;

     NOW, THEREFORE, BE IT:

     RESOLVED,  that the proper  officers of the Corporation be, and they hereby
are, authorized and empowered on behalf of the Corporation to prepare,  execute,
deliver and file the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997 (the "Form 10-K"), based upon the information presented to and
considered at this meeting, in such form and with such content and attachment of
exhibits  as  the  signing   officers  shall  approve,   their  approval  to  be
conclusively evidenced by their signature thereof; and be it

     FURTHER RESOLVED,  that the proper officers of the Corporation be, and they
hereby are, authorized and empowered on behalf of the Corporation to execute the
Form 10-K and file it with the  Securities and Exchange  Commission  pursuant to
the  Securities  Exchange  Act  of  1934,  as  amended,   and  with  such  other
governmental  agencies or  instrumentalities  as such officers deem necessary or
desirable, and to prepare, execute, deliver and file any amendment or amendments
to the Form 10-K, as they may deem necessary or appropriate; and be it

     FURTHER RESOLVED, that James W. Kiser and Charles M. Berger be, and each of
them  with full  power to act  without  the  other  hereby  is,  authorized  and
empowered to prepare,  execute, deliver and file the Form 10-K and any amendment
or amendments  thereto on behalf of and as attorneys for the  Corporation and on
behalf of and as attorneys for any of the  following:  the  Principle  Executive
Officer,  the Principal Financial Officer, the Principal Accounting Officer, and
any other officer of the Corporation; and be it



     FURTHER RESOLVED,  that the proper 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
resolutions  duly  adopted by a majority of the entire Board of Directors of the
corporation  at a meeting of the Board of Directors  held  January 28, 1998,  at
which meeting a quorum was present and acted throughout and that the resolutions
are in full force and effect and have not been  amended or  rescinded  as of the
date hereof.

     IN WITNESS WHEREOF, I have hereupon set my hand and affixed the seal of the
corporation this 4th day of March, 1998.



(CORPORATE SEAL)


                                        /s/ Allison Gilliam
                                        Assistant Secretary