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):
September 18, 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.
On September 18, 1996, Committees previously appointed by
the Board of Directors of the Registrant approved the public
offering of an aggregate principal amount of (i) $500,000,000 of
the Registrant's 7% Senior Notes, due 2001 (the "7% Senior
Notes"), (ii) $500,000,000 of the Registrant's 7-1/2%
Subordinated Notes, due 2006 (the "7-1/2% Subordinated Notes"),
and (iii) $450,000,000 of the Registrant's 7.80% Subordinated
Notes, due 2016 (the "7.80% Subordinated Notes", and together
with the 7-1/2% Subordinated Notes and the 7% Senior Notes, 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 Committees are
included as Exhibits 99.1, 99.2 and 99.3 hereto.
On September 18, 1996, the Registrant entered into separate
underwriting agreements with the various Underwriters (the
"Underwriting Agreements") for each series of the Notes. The
terms of the offering and the Notes are described in the
Registrant's Prospectus dated July 12, 1996 constituting a part
of the Registration Statements (hereinafter described), as
supplemented by a Preliminary Prospectus Supplement dated
September 13, 1996 with respect to all of the Notes and final
Prospectus Supplements dated September 18, 1996 for each separate
series of Notes. The Underwriting Agreements are included as
Exhibits 1.1, 1.2 and 1.3 hereto.
The 7-1/2% Subordinated Notes were issued pursuant to the
Registrant's Registration Statement on Form S-3, Registration No.
33-63097, as amended ("Registration No 33-63097"), on a delayed
basis pursuant to Rule 415 under the Securities Act of 1933, as
amended (the "1933 Act"). Registration No 33-63097 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, including
depositary shares, and common stock (collectively, "Securities").
After the closing of the sale of the 7-1/2% Subordinated Notes,
expected to occur on September 24, 1996, Securities having an
aggregate initial offering price of $399,050,000 will remain
unsold under Registration No. 33-63097.
Each of the 7% Senior Notes and the 7.80% Subordinated Notes
were issued pursuant to the Registrant's Registration Statement
on Form S-3, Registration No. 333-7229 ("Registration No. 333-
7229"), on a delayed basis pursuant to Rule 415 under the 1933
Act. Registration No. 333-7229 registered up to $3,000,000,000
aggregate initial offering price of the Registrant's Securities.
After the closing of the sale of each of the 7% Senior Notes and
the 7.80% Subordinated Notes, expected to occur on September 24,
1996, Securities having an aggregate initial offering price of
$2,050,000,000 will remain unsold under Registration No. 333-
7229.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1.1 Underwriting Agreement dated
September 18, 1996 with respect to the
offering of the 7% Senior Notes
1.2 Underwriting Agreement dated
September 18, 1996 with respect to the
offering of the 7-1/2% Subordinated
Notes
1.3 Underwriting Agreement dated
September 18, 1996 with respect to the
offering of the 7.80% Subordinated
Notes
4.1 Form of 7% Senior Note
4.2 Form of 7-1/2% Subordinated Note
4.3 Form of 7.80% Subordinated Note
99.1 Resolutions dated September 18, 1996
of a Committee appointed by the Board of
Directors with respect to the terms of
the offering of the 7% Senior Notes
99.2 Resolutions dated September 18, 1996
of a Committee appointed by the Board of
Directors with respect to the terms of
the offering of the 7-1/2% Subordinated
Notes
99.3 Resolutions dated September 18, 1996
of a Committee appointed by the Board of
Directors with respect to the terms of
the offering of the 7.80% Subordinated
Notes
99.4 News Release disseminated on
September 18, 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: /s/ CHARLES M. BERGER
Associate General Counsel
Dated: September 20, 1996