RESOLUTIONS OF COMMITTEE
             APPOINTED BY THE BOARD OF DIRECTORS OF
                     NATIONSBANK CORPORATION


                        February 28, 1995


     WHEREAS, by resolutions adopted by the Board of Directors
(the "Board") of the Corporation at a meeting duly called and
held on December 20, 1994, this Committee was appointed by the
Board (the "Committee") in connection with the issuance of up to
an aggregate principal amount of $3,000,000,000 of the
Corporation's unsecured debt securities (either senior or
subordinated and including medium-term notes), and shares of its
preferred stock and shares of its common stock (collectively, the
"Securities") to be offered on terms to be determined by the
Committee; and

     WHEREAS, on February 1, 1995 the Corporation filed a
Registration Statement on Form S-3, Registration No. 33-57533
(the "Registration Statement"), with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended, with respect to the Securities which are to be
offered on a delayed or continuous basis, which Registration
Statement was amended on February 23, 1995 and was declared
effective on February 24, 1995; and

     WHEREAS, no stop order suspending the effectiveness of the
Registration Statement has been received by the Corporation and
no proceedings for that purpose have been instituted or
threatened against the Corporation; and

     WHEREAS, the Committee has determined that issuing up to
$2,000,000,000 in aggregate principal amount of debt securities
on behalf of the Corporation through a medium-term note program
utilizing unsecured senior and subordinated notes with varying
maturities and interest rates is advisable and in the
Corporation's best interests;

     NOW, THEREFORE, BE IT RESOLVED, that the Corporation hereby
establishes and there is hereby authorized to be issued
medium-term notes, which may be a series of senior debt
securities, designated as the Senior Medium-Term Notes, Series D
(the "Senior Medium-Term Notes") and a series of subordinated
debt securities, designated as the Subordinated Medium-Term
Notes, Series D (the "Subordinated Medium-Term Notes" and,
together with the Senior Medium-Term Notes, the "Medium-Term
Notes"), which Medium-Term Notes shall be subject to the terms
and entitled to the benefits of the Indenture dated as of January
1, 1995, between the Corporation and BankAmerica National Trust
Company, as trustee (the Senior Trustee"), in the case of Senior
Medium-Term Notes, and the Indenture dated as of January 1, 1995,
between the Corporation and The Bank of New York, as trustee (the
"Subordinated Trustee"), in the case of Subordinated Medium-Term
Notes, all of which Medium-Term Notes shall be issued under the
Registration Statement in an aggregate principal amount not in
excess of $2,000,000,000;

     RESOLVED FURTHER, that the Chairman of the Board and Chief
Executive Officer, the Chief Financial Officer, any Senior Vice
President or any Associate General Counsel and the Secretary or
any Assistant Secretary of the Corporation are hereby authorized
and empowered to execute and deliver, and this Committee hereby
approves, the form of United States Master Distribution Agreement
(the "Distribution Agreement"), dated as of February 28, 1995,
among the Corporation and the Agents (as defined therein), in the
form presented to the Committee and attached hereto as Exhibit A,
relating, among other things, to the sale of the Medium-Term
Notes and to the indemnification of and contribution to the
Agents, with such changes as such officers may deem necessary or
appropriate, the execution thereof being conclusive evidence of
such approval;

     RESOLVED FURTHER, that each of the Chairman of the Board and
Chief Executive Officer, the Chief Financial Officer or the
Treasurer of the Corporation (each, an "Authorized Officer")
hereby is authorized and empowered to determine from time to time
the method and terms of the sale of any Medium-Term Notes,
including but not limited to the selection of the persons, if
any, to act as agent for the Corporation from time to time in
connection with the sale of any Medium-Term Notes and the
approval of administrative procedures relating to the issuance
and transfer of such Medium-Term Notes; 

     RESOLVED FURTHER, that each Authorized Officer hereby is
authorized and empowered to determine all of the specific terms
and provisions of any Medium-Term Notes to be sold by the
Corporation from time to time and the conditions of the sale
thereof, including but not limited to (i) the specified time or
times of any offering of Medium-Term Notes, (ii) whether the
Medium-Term Notes to be sold will be Senior Medium-Term Notes or
Subordinated Medium-Term Notes, (iii) the additional designation
of such series of Medium-Term Notes, if any, (iv) the date or
dates on which such Medium-Term Notes will be issued, (v) the
method of and date for sale and delivery of such Medium-Term
Notes, (vi) whether such Medium-Term Notes will be sold to an
agent as principal or through an agent as agent for the
Corporation, or whether the Corporation will sell such
Medium-Term Notes directly on its own behalf, (vii) the fee or
commission to be paid in connection with any such sale, (viii)
the aggregate principal amount of such Medium-Term Notes which
may be authenticated and delivered at any such time, (ix) the
date or dates on which the principal of such Medium-Term Notes is
payable, (x) the rate or rates per annum, and, if applicable, the
method for determining such rate or rates, if any, at which such
Medium-Term Notes will bear interest (which may be fixed or
floating), the dates or dates from which such interest shall
accrue, the date or dates on which such interest shall be payable
and the record date or dates for the interest payable on any such
Medium-Term Notes on any interest payment date; (xi) the place or
places at which the principal of (and premium, if any, on) and
any interest on such Medium-Term Notes shall be payable, any such
Medium-Term Notes may be surrendered for registration or transfer
or exchange and notices and demands to or upon the corporation in
respect of such Medium-Term Notes may be served, which may or may
not be the same place and which may or may not be maintained in
the City of New York, if different from that specified herein;
(xii) the denominations in which such Medium-Term Notes are
authorized to be issued, if different from that specified herein;
(xiii) any provisions relating to the mandatory redemption of
such Medium-Term Notes by the Corporation or redemption of the
Medium-Term Notes at the option of the holder, (xiv) any sinking
fund to be provided in connection with such Medium-Term Notes;
(xv) whether such Medium-Term Notes will be original issue
discount; (xvi) the person or persons who, from time to time,
will serve as calculation agent with respect to such Medium-Term
Notes, if different from that specified herein; (xvii) any
provisions relating to the extension of maturity of, or the
renewal of, Medium-Term Notes or the conversion of such
Medium-Term Notes into other securities of the Corporation; and
(xviii) any other terms and provisions of the Medium-Term Notes; 

     RESOLVED FURTHER, that the Medium-Term Notes shall be issued
in registered form and, unless otherwise determined by an
Authorized Officer, such Medium-Term Notes shall be issued in
book-entry only form, represented by one or more global notes
registered in the name of The Depository Trust Company or its
nominee, in denominations of $1,000 or any integral multiple
thereof, and shall be dated the date of authentication; and the
forms of registered Senior Medium-Term Notes and the forms of
registered Subordinated Medium-Term Notes presented to this
Committee and attached hereto as Exhibit B and Exhibit C,
respectively, together with such modifications as are appropriate
to reflect the determinations of any Authorized Officer, are
hereby in all respects approved;

     RESOLVED FURTHER, that the Administrative Procedures dated
as of February 28, 1995 (the "Procedures") attached hereto as
Exhibit D, are hereby approved in all respects, and the proper
officers of the Corporation are authorized and empowered to
direct the issuance of Medium-Term Notes from time to time in
accordance with such Procedures, as such Procedures may be
revised from time to time with the approval of any Authorized
Officer or Senior Vice President of the Corporation;

     RESOLVED FURTHER, that the Medium-Term Notes shall be
executed in the name of and on behalf of the Corporation by the
Chairman and Chief Executive Officer or any Senior Vice President
or Vice President, the corporate seal thereon shall be attested
by the Secretary or any Assistant Secretary, and the signatures
of the Chairman and Chief Executive Officer, any Senior Vice
President or Vice President, the Secretary and any Assistant
Secretary may be in the form of facsimile signatures of the
present or any future Chairman and Chief Executive Officer or
Vice President, Secretary or Assistant Secretary, and should any
officer of the Corporation who signs, or whose facsimile
signature appears upon, any of the Medium-Term Notes, cease to be
such an officer prior to the issuance of such Medium-Term Notes,
the Medium-Term Note so signed or bearing such facsimile
signature shall, nevertheless, be valid, and, without prejudice
to the use of the facsimile signatures of any other officer as
hereinbefore authorized, the facsimile signatures of Hugh L.
McColl, Jr., Chairman and Chief Executive Officer of the
Corporation, and of James W. Kiser, Secretary of the
Corporation, are hereby expressly approved and accepted;

     RESOLVED FURTHER, that pursuant to the provisions of the
respective Indentures, each of the Chairman of the Board and
Chief Executive Officer, the Chief Financial Officer, any Senior
Vice President or any Associate General Counsel of the
Corporation is hereby authorized and empowered to cause the
Medium-Term Notes, upon execution thereof, to be delivered to the
trustee under the applicable Indenture, or to any agent
designated by such trustee, for authentication and delivery and
to deliver to said trustee or agent thereof, as the case may be,
the written order of the Corporation for the authentication and
delivery of the Medium-Term Notes, if necessary;

     RESOLVED FURTHER, that, unless and until otherwise
determined by an Authorized Officer, NationsBank of Georgia,
National Association hereby initially is appointed the agent for
the Corporation for the registration, transfer, exchange and
payment of the Medium-Term Notes (the "Paying Agent"), and is
authorized to be appointed by the Trustee as authenticating
agent, and that the principal corporate trust office of said bank
located at 600 Peachtree Street, Suite 900, Atlanta, Georgia
30308, hereby is designated, pursuant to the provisions of
Section 4.02 of the respective Indentures, as the office or
agency of the Corporation where the Medium-Term Notes may be
presented for registration, transfer, exchange and payment, and
the proper officers of the Corporation are hereby authorized and
empowered to execute and deliver any documents required by the
respective trustees under the Indentures, or by the Paying Agent,
with respect to such appointment of NationsBank of Georgia,
National Association, or any other person as any Authorized
Officer shall determine, as Paying Agent for the Corporation;

     RESOLVED FURTHER, that, unless and until otherwise
determined by an Authorized Officer, NationsBank of Georgia,
National Association initially is appointed agent for the
calculation of interest with respect to the Medium-Term Notes as
described in the Prospectus of the Corporation dated February 24,
1995, as supplemented by the Prospectus Supplement of the
Corporation dated February 28, 1995, a copy of which is attached
hereto as Exhibit E, and the proper officers of the Corporation
are hereby authorized and empowered to execute and deliver any
documents required by NationsBank of Georgia, National
Association, with respect to such appointment, or by any other
person who may so be appointed by an Authorized Officer;

     RESOLVED FURTHER, that whenever either of the respective
trustees under the Indentures shall, in its capacity as trustee,
deem it expedient, it may apply to counsel (which may be counsel
for the Corporation) for advice or instructions, and, for its
actions and good faith in such agency capacity, including but not
limited to action in reliance on such advice or instructions or
on advice of its own counsel, the Corporation shall fully protect
and hold harmless that agent from and against any liability;

     RESOLVED FURTHER, that the officers of the Corporation be,
and they hereby are, authorized and directed to do any and all
things necessary, appropriate or convenient to carry into effect
the foregoing resolutions.