8-K: Current report filing

WASHINGTON, D.C. 20549

_________________________________

FORM 8-K


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported):
February 16, 1995


NATIONSBANK CORPORATION
(Exact name of registrant as specified in its charter)


North Carolina
(State of Incorporation)

1-6523
(Commission File Number)

56-0906609
(IRS Employer Identification No.)

NationsBank Corporate Center
Charlotte, North Carolina
(Address of principal executive offices)

28255
(Zip Code)

(704) 386-5000
Registrant's telephone number, including area code)



Effective on February 16, 1995, a Committee of the Board of
Directors of the Registrant approved the public offering of an
aggregate principal amount of $250,000,000 of the Registrant's
7-1/2% Senior Notes, due 1997 (the "Notes") to various
underwriters (the "Underwriters") and otherwise established the
terms and conditions of the Notes and the sale thereof. The
resolutions of such Committee are included as Exhibit 99.1
hereto.

Also on February 16, 1995, the Registrant entered into an
underwriting agreement with the Underwriters ("Underwriting
Agreement"). The terms of the offering and the Notes are
described in the Registrant's Prospectus dated August 12, 1993
constituting a part of the Registration Statement (hereinafter
described), as supplemented by a Prospectus Supplement dated
February 16, 1995. The Underwriting Agreement is included as
Exhibit 1.1 hereto.

The Notes were issued pursuant to the Registrant's
Registration Statement on Form S-3, Registration No. 33-49881
(the "Registration Statement"), on a delayed basis pursuant to
Rule 415 under the Securities Act of 1933, as amended. The
Registration Statement registered up to $4,000,000,000 aggregate
initial offering price of the Registrant's unsecured debt
securities (either senior or subordinated) and shares of its
preferred stock and common stock and was declared effective on
August 12, 1993. After the closing of the sale of the Notes,
expected to occur on February 27, 1995, debt securities,
preferred stock or common stock having an approximate aggregate
initial offering price of $264,700,000 will remain unsold under
the Registration Statement.

(c) Exhibits.

The following exhibits are filed herewith:

EXHIBIT NO. DESCRIPTION OF EXHIBIT

1.1 Underwriting Agreement dated February
16, 1995 with respect to the offering
of the Notes

4.1 Form of Note

12.1 Computation of Ratio of Earnings to
Fixed Charges for the nine months ended
September 30, 1994 and for each of the
years in the five-year period ended
December 31, 1993

99.1 Resolution of a Committee of the Board
of Directors effective February 16, 1995
with respect to the terms of the
offering of the Notes

99.2 News Release disseminated on February
16, 1995 regarding the sale of the Notes







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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

NATIONSBANK CORPORATION


By: CHARLES M. BERGER
Associate General Counsel

Dated: February 21, 1995


















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