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

                         April 19, 1995


     WHEREAS, by resolutions adopted by the Board of Directors
(the "Board") of NationsBank Corporation (the "Corporation") at a
meeting duly called and held on December 20, 1994, this Committee
was appointed by the Board (the "Committee") with full authority
to take action 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), 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;

     WHEREAS, on February 1, 1995, the Corporation filed a Regis-
tration 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;

     WHEREAS, the Corporation previously has issued $300,000,000
aggregate principal amount of its unsecured debt securities
registered under the Registration Statement, leaving
$2,700,000,000 aggregate principal amount of Securities unissued
under the Registration Statement; 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;

               AUTHORIZATION OF SUBORDINATED NOTES

     NOW, THEREFORE, BE IT RESOLVED, that pursuant to the
resolutions adopted by the Board on December 20, 1994,and the
terms and provisions of the Indenture between the Corporation and
the Bank of New York, as Trustee (the "Trustee"), dated as of
January 1, 1995, (the "Indenture"), the Corporation shall issue a
series of its subordinated unsecured indebtedness consisting of
$300,000,000 in aggregate principal amount of its 7 5/8%
Subordinated Notes, due 2005, which series of subordinated notes
shall be designated "7 5/8% Subordinated Notes, due 2005" (the
"Notes"), and which shall be subject to the terms and entitled to
the benefits of the Indenture;

     RESOLVED FURTHER, that the Notes shall bear interest at the
rate of 7 5/8% per annum, which interest shall accrue from April
27, 1995, and be payable semiannually on April 15 and October 15,
commencing October 15, 1995; and the record date for the interest
payable shall be the close of business on the last day of the
calendar month next preceding each interest payment date;

     RESOLVED FURTHER, that the maturity date of the Notes shall
be April 15, 2005;

     RESOLVED FURTHER, that the Notes shall be sold to
NationsBanc Capital Markets, Inc. and the other Underwriters (as
named in the Underwriting Agreement hereinafter described) (the
"Underwriters"), pursuant to the terms of the Underwriting
Agreement, who the Committee understands will reoffer the Notes
for sale in a public offering;

     RESOLVED FURTHER, that the Notes shall not be eligible for
redemption or entitled to any sinking fund;

     RESOLVED FURTHER, that the Notes shall be sold to the
Underwriters on April 19, 1995, at a price of 7 5/8% of the
principal amount, and that the Notes shall be initially offered
to the public at a price of 98.625% of the principal amount;

     RESOLVED FURTHER, that the Committee was advised by the
Underwriters that they will initially offer the Notes to certain
dealers at the initial public offering price, less a concession
not in excess of .40% of the principal amount of the Notes, and
that the Underwriters may allow, and such dealers may reallow, a
concession not in excess of .25% of such principal amount on
sales to other dealers;

     RESOLVED FURTHER, that the Notes shall be issued as
Registered Securities (as defined in the Indenture) initially 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 the manner requested by the Representatives (as
defined in the Underwriting Agreement), in denominations of
$1,000 or integral multiples thereof, and shall be dated the date
of authentication and delivery, which date shall occur on or
about April 27, 1995, and the form of registered note presented
to this Committee and attached to the minutes hereof as Exhibit
A, together with such modifications as are appropriate to reflect
the determinations of the Committee, is hereby in all respects
approved;

     RESOLVED FURTHER, that the Notes shall be executed in the
name of and on behalf of the Corporation by the Chairman of the
Board and Chief Executive Officer, or any Vice President, the
corporate seal thereon shall be attested by the Secretary or any
Assistant Secretary, and the signatures of the Chairman of the
Board and Chief Executive Officer, any Vice President, the
Secretary and any Assistant Secretary may be in the form of
facsimile signatures of the present or any future Chairman of the
Board and Chief Executive Officer, Vice President, Secretary or
Assistant Secretary, and should any officer of the Corporation
who signs, or whose facsimile signature appears upon, any of the
Notes, cease to be such an officer prior to the issuance of such
Notes, the 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 of the Board 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
Indenture, 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 (each, an
"Authorized Officer") be, and each of them is, hereby authorized
and empowered to cause the Notes, upon execution thereof, to be
delivered to the Trustee under the Indenture, or to any agent
designated by the Trustee, for authentication and delivery by it
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 Notes and to negotiate, execute and deliver
any and all agreements and other documents and certificates
necessary in connection with the issuance, sale and delivery of
the Notes;

     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 Notes (the "Paying Agent"), and authorized to be
appointed by the Trustee as authenticating agent, and that the
corporate trust office of the Paying Agent located at 600
Peachtree Street, Suite 900, Atlanta, Georgia 30308, hereby is
designated, pursuant to the provisions of the Indenture, as the
office or agency of the Corporation where the 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
Trustee under the Indenture, 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 any 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 are hereby authorized and empowered to execute and
deliver, and this Committee hereby approves, the underwriting
agreement (the "Underwriting Agreement"), dated as of April 19,
1995, among the Corporation and the Representatives (as defined
therein), in the form presented to the Committee and attached to
the minutes hereof as Exhibit B, relating, among other things, to
the sale of the Notes and to the indemnification of and
contribution to the Underwriters, and such Underwriting Agreement
shall be, and it hereby is, in all respects authorized and
approved, the execution thereof being conclusive evidence of such
approval;

     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.