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):
March 5, 1996


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.

For a transaction to be effective March 5, 1996, a Committee
appointed by the Board of Directors of the Registrant approved
the public offering of an aggregate principal amount of
$300,000,000 of the Registrant's 6 1/2% Subordinated Notes, due
2006 (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.

On March 5, 1996, the Registrant entered into an
underwriting agreement with the Underwriters (the "Underwriting
Agreement"). The terms of the offering and the Notes are
described in the Registrant's Prospectus dated November 24, 1995
constituting a part of the Registration Statement (hereinafter
described), as supplemented by a Prospectus Supplement dated
March 5, 1996. 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. 33-63097
(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
November 24, 1995. After the closing of the sale of the Notes,
expected to occur on March 11, 1996, debt securities, preferred
stock or common stock having an aggregate initial offering price
of $2,294,550 will remain unsold under the Registration
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

The following exhibits are filed herewith:

EXHIBIT NO. DESCRIPTION OF EXHIBIT

1.1 Underwriting Agreement dated March
5, 1996 with respect to the
offering of the Notes

4.1 Form of Note

5.1 Opinion of Smith Helms Mulliss &
Moore, L.L.P. regarding legality
of the Notes

99.1 Resolutions of a Committee appointed
by the Board of Directors dated
March 5, 1996 with respect to the terms
of the offering of the Notes

99.2 News Release disseminated on
March 5, 1996 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
Associate General Counsel

Dated: March 11, 1996