SMITH HELMS MULLISS & MOORE, L.L.P.
                               Attorneys at Law
                             Post Office Box 31247
                        Charlotte, North Carolina 28231
                           Telephone (704) 343-2000



                              September 29, 1995


NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina 28255

Re:   Registration Statement on Form S-3 filed on September 29,
      1995 with respect to an Aggregate of $3,000,000,000 
      of Debt Securities, Preferred Stock and Common Stock

Ladies and Gentlemen:

      We have acted as counsel to NationsBank Corporation (the
"Corporation") in connection with the registration by the
Corporation of (A) up to an aggregate of $3,000,000,000 
of its (i) unsecured debt securities (the "Debt
Securities"), which may be either senior or subordinated, (ii)
shares of its preferred stock (the "Preferred Stock"), which may
be represented by depositary shares (the "Depositary Shares"),
and (iii) shares of its common stock (the "Common Stock" and,
together with the Debt Securities, Preferred Stock and
Depositary Shares, the "Securities") and (B) an indeterminate
amount of Securities that may be issued upon conversion of Debt
Securities, Preferred Stock or Depositary Shares, as set forth in
the Registration Statement on Form S-3 (the "Registration
Statement") that is being filed on the date hereof with the
Securities and Exchange Commission by the Corporation pursuant to
the Securities Act of 1933, as amended.  This opinion
letter is Exhibit 5.1 to the Registration Statement.

      The Securities are to be issued, separately or together, in
one or more series and are to be sold from time to time as set
forth in the Registration Statement, the Prospectuses contained
therein (each, a "Prospectus") and any amendments or supplements
thereto.

      We have relied upon an officer's certificate as to
corporate action heretofore taken with respect to the
Securities.

      Based on the foregoing, we are of the opinion that when (1)
the Registration Statement shall have been declared effective by
order of the Securities and Exchange Commission, (2) the terms of
any class or series of such Securities have been authorized by
appropriate corporate action of the Corporation and (3) such
Securities have been issued and sold upon the terms and
conditions set forth in the Registration Statement, the
applicable Prospectus and the applicable supplement to such
Prospectus, then (a) the Debt Securities will be validly
authorized and issued and binding obligations of the Corporation,
and (b) the shares of the Preferred Stock and Common Stock will
be legally issued, fully paid and non-assessable.

      We hereby consent to be named in the Registration Statement
and in each of the Prospectuses as attorneys who passed upon the
legality of the Securities and to the filing of a copy of this
opinion as Exhibit 5.1 to the Registration  Statement.


                          Very truly yours,

                          SMITH HELMS MULLISS & MOORE, L.L.P.


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