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):
November 8, 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.

Medium Term Notes

On November 8, 1996, a Committee of the Board of Directors
of the Registrant (the "Committee") approved the implementation
of a medium-term note program, pursuant to which certain officers
of the Registrant may cause it to issue from time to time up to
$2,000,000,000 aggregate principal amount of certain medium-term
notes, which may be senior debt securities, designated as the
Senior Medium-Term Notes, Series F (the "Senior Medium-Term
Notes") or subordinated debt securities, designated as the
Subordinated Medium-Term Notes, Series F (the "Subordinated
Medium-Term Notes" and, together with the Senior Medium-Term
Notes, the "Medium-Term Notes"), or any combination thereof, and
may establish the price, terms and conditions and the specific
method of distribution of the Medium-Term Notes. The Senior
Medium-Term Notes will be issued under an Indenture dated as of
January 1, 1995 between the Registrant and First Trust of New
York, National Association, as successor trustee to BankAmerica
National Trust Company. The Subordinated Medium-Term Notes will
be issued under an Indenture dated as of January 1, 1995 between
the Registrant and The Bank of New York. The resolutions of the
Committee are included as Exhibit 99.1 hereto.

On November 8, 1996, the Registrant entered into a
distribution agreement with the agents named therein (the "United
States Distribution Agreement"), the terms of which will govern
sales of the Medium-Term Notes. The Medium-Term Notes are
described generally in the Prospectus dated July 12, 1996
constituting a part of the Registration Statement (hereinafter
described), as supplemented by a Prospectus Supplement dated
November 8, 1996. The United States Distribution Agreement is
included as Exhibit 1.1 hereto.

The Medium-Term Notes will be issued from time to time
pursuant to the Registrant's Registration Statement on Form S-3,
Registration No. 333-7229 (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), shares of its preferred stock (which may be
represented by depositary shares) and shares of its common stock
and was declared effective on July 12, 1996.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

The following exhibits are filed herewith:

EXHIBIT NO. DESCRIPTION OF EXHIBIT

1.1 Master United States Distribution
Agreement dated November 8, 1996 with
respect to the offering of the Medium-
Term Notes

4.1 Indenture dated as of January 1, 1995
between NationsBank Corporation and
BankAmerica National Trust Company,
as trustee, incorporated herein by
reference to Exhibit 4.1 of the Registrant's
Registration Statement on Form S-3, as
amended, Registration No. 33-57533

4.2 Successor Trustee Agreement effective
December 15, 1995, between NationsBank
Corporation and First Trust Bank of New
York, as successor trustee to BankAmerica
National Trust Company, incorporated herein
by reference to Exhibit 4.2 of the Registrant's
Registration Statement on Form S-3
Registration No. 333-7229

4.3 Form of Senior Medium-Term Note, Series
F (Fixed Rate)

4.4 Form of Senior Medium-Term Note, Series
F (Floating Rate)

4.5 Indenture dated as of January 1, 1995
between NationsBank Corporation and The
Bank of New York, as trustee,
incorporated herein by reference to
Exhibit 4.5 of the Registrant's
Registration Statement on Form S-3, as
amended, Registration No. 33-57533

4.6 Form of Subordinated Medium-Term Note,
Series F (Fixed Rate)

4.7 Form of Subordinated Medium-Term Note,
Series F (Floating Rate)

5.1 Opinion of Smith Helms Mulliss & Moore, L.L.P.
as to the legality of the securities.

23.1 Consent of Smith Helms Mulliss & Moore, L.L.P.
(included in Exhibit 5.1)

99.1 Resolutions of a Committee of the Board
of Directors dated November 8, 1996 with
respect to the terms of the offering of
the Medium-Term 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: /s/ CHARLES M. BERGER
CHARLES M. BERGER
Associate General Counsel



Dated: November 14, 1996