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):
May 14, 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 May 14, 1996, a Committee
appointed by the Board of Directors of the Registrant approved
the public offering of an aggregate principal amount of
$500,000,000 of the Registrant's 7% Senior Notes, due 2003 (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 May 14, 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 May 14, 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 May 20, 1996, debt securities, preferred
stock or common stock having an aggregate initial offering price
of $1,200,000,000 will remain unsold or unallocated 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 May 14,
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
May 14, 1996 with respect to the terms
of the offering of the Notes

99.2 News Release disseminated on
May 14, 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: May 16, 1996