8-K: Current report filing

SECURITIES AND EXCHANGE COMMISSION

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):
April 19, 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)


ITEM 5. OTHER EVENTS.

Effective on April 19, 1995, a Committee of the Board of
Directors of the Registrant approved the public offering of an
aggregate principal amount of $300,000,000 of the Registrant's
7 5-8% Subordinated Notes, due 2005 (the "Notes") through 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 April 19, 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 February 24, 1995
constituting a part of the Registration Statement (hereinafter
described), as supplemented by a Prospectus Supplement dated
April 19, 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. 33-57533
(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 $3,000,000,000 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
February 24, 1995. After the closing of the sale of the Notes,
expected to occur on April 27, 1995, debt securities,
preferred stock or common stock having an approximate aggregate
initial offering price of $2,400,000,000 will remain unsold under
the Registration Statement.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

The following exhibits are filed herewith:

EXHIBIT NO. DESCRIPTION OF EXHIBIT

1.1 Underwriting Agreement dated April 19,
1995 with respect to the offering
of the Notes

4.1 Form of Note

99.1 Resolutions of a Committee of the Board
of Directors effective April 19, 1995
with respect to the terms of the
offering of the Notes

99.2 News Release disseminated on April 19,
1995 regarding the sale of the Notes
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


Dated: April 24, 1995