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):
July 14, 1998
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.
By action dated July 14, 1998, a Committee previously
appointed by the Board of Directors of the Registrant approved
the public offering of an aggregate principal amount of
$450,000,000 of the Registrant's 6-1/8% Senior Notes, due 2004
(the "Notes"), to various underwriters (the "Underwriters") and
otherwise established the terms and conditions of the Notes and
the sale thereof. The resolutions of the Committee are included
as Exhibit 99.1 hereto.
On July 14, 1998, the Registrant entered into an
underwriting agreement with the various Underwriters (the
"Underwriting Agreement") for the Notes. The terms of the
offering and the Notes are described in the Registrant's
Prospectus dated May 21, 1998 constituting a part of the
Registration Statement (hereinafter described), as supplemented
by a final Prospectus Supplement dated July 14, 1998 for the
Notes. 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. 333-51367,
as amended ("Registration No. 333-51367"), on a delayed basis
pursuant to Rule 415 under the Securities Act of 1933, as amended
(the "1933 Act"). Registration No. 333-51367 registered up to
$10,000,000,000 aggregate initial offering price of the
Registrant's unsecured debt securities (either senior or
subordinated), warrants, units and shares of its preferred stock,
including depositary shares, and common stock (collectively,
"Securities"). After the closing of the sale of the Notes on
July 23, 1998, Securities having an aggregate initial offering price
of $9,550,000,000 remain unsold under Registration No. 333-51367.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1.1 Underwriting Agreement dated July 14,
1998 with respect to the offering
of the 6-1/8% Senior Notes
4.1 Form of 6-1/8% Senior Note
5.1 Form of Opinion of Smith Helms Mulliss &
Moore, L.L.P. regarding legality of the 6-
1/8% Senior Notes
99.1 Resolutions dated July 14, 1998 of a
Committee of the Board of Directors with
respect to the terms of the offering of the
6-1/8% Senior Notes
99.2 News Release disseminated on July 14,
1998 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
CHARLES M. BERGER
Associate General Counsel
Dated: July 23, 1998
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1.1 Underwriting Agreement dated July 14,
1998 with respect to the offering
of the 6-1/8% Senior Notes
4.1 Form of 6-1/8% Senior Note
5.1 Form of Opinion of Smith Helms Mulliss &
Moore, L.L.P. regarding legality of the
6-1/8% Senior Notes
99.1 Resolutions dated July 14, 1998 of a
Committee of the Board of Directors with
respect to the terms of the offering of the
6-1/8% Senior Notes
99.2 News Release disseminated on July 14,
1998 regarding the sale of the Notes