SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

                                    FORM T-1

                       STATEMENT OF ELIGIBILITY UNDER THE
                  TRUST INDENTURE ACT OF 1939 OF A CORPORATION
                          DESIGNATED TO ACT AS TRUSTEE
                               ------------------

          CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
                     PURSUANT TO SECTION 305(b)(2) (3)___(3)
                               ------------------

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

                                   13-5160382
                      (I.R.S. employer identification no.)

                    48 Wall Street, New York, New York 10286

               (Address of principal executive offices) (Zip Code)
                               -------------------

                              The Bank of New York
                             10161 Centurion Parkway
                           Towermarc Plaza, 2nd Floor
                           Jacksonville, Florida 32256
                            Attn: Ms. Sandra Carreker
                                 (904) 998-4716

            (Name, address and telephone number of agent for service)
                              --------------------

                             NATIONSBANK CORPORATION
               (Exact name of obligor as specified in its charter)

North Carolina                                    56-0906609
State or other  jurisdiction of                  (IRS employer
incorporation or organization                   identification no.)

     NationsBank Corporate Center,  Charlotte,  North Carolina 28255 
         (Address of principal executive offices)    (Zip code)
                              --------------------
                          Subordinated Debt Securities
                       (Title of the indenture securities)




1.  General Information.

     Furnish the following information as to the trustee--

          Name and address of each examining or  supervising  authority to which
          it is subject.

          Superintendent of Banks of the State of New York
          2 Rector Street
          New York, N.Y.  10006, and Albany, N.Y.  12203

          Federal Reserve Bank of New York
          33 Liberty Plaza
          New York, N.Y.  10045

          Federal Deposit Insurance Corporation
          Washington, D.C.  20429

          New York Clearing House Association
          New York, N.Y.

          Whether it is authorized to exercise corporate trust powers.

          Yes.


2.   Affiliations with Obligor.

     If  the  obligor  is an  affiliate  of  the  trustee,  describe  each  such
affiliation.

     None.  (See Note on page 4.)


16.  List of Exhibits.

     Exhibits identified in parentheses below, on file with the Commission,  are
incorporated  herein by reference as an exhibit  hereto,  pursuant to Rule 7a-29
under  the  Trust  Indenture  Act  of  1939  (the  "Act")  and  Rule  24 of  the
Commission's Rules of Practice.

     (1) A  copy  of  the  Organization  Certificate  of the  Bank  of New  York
(formerly  Irving Trust Company) as now in effect,  which contains the authority
to commence  business and a 




grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment 1 to
Form T-1 filed with  Registration  Statement No. 33-6215,  Exhibits 1a and 1b to
Form T-1 filed with  Registration  Statement No.  33-21672 and Exhibit 1 to Form
T-1 filed with Registration Statement No. 33-29637.)

(4) A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed
with Registration Statement No. 33-31019.)

(6) The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6
to Form T-1 filed with Registration No. 33-44051.)

(7) A copy of the latest report of condition of the Trustee  published  pursuant
to law or the requirements of its supervising or examining authority.

                                      NOTE

Inasmuch as this Form T-1 is filed prior to the  ascertainment by the Trustee of
all facts on which to base a  responsive  answer  to Item 2, the  answer to said
Item is based on incomplete information.

Item 2 may, however,  be considered as correct unless amended by an amendment to
this Form T-1.



                                    SIGNATURE


     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation  organized  and existing  under the laws of the State of New York,
has duly caused this  statement of eligibility to be signed on its behalf by the
undersigned,  thereunto duly authorized, all in the City of Jacksonville and the
State of Florida, on the 28th day of June, 1996.


                              THE BANK OF NEW YORK


                              By: /s/ Sandra Carreker
                                   Sandra Carreker, Agent



                              EXHIBIT 6 TO FORM T-1

                               CONSENT OF TRUSTEE


     Pursuant to the  requirements  of Section 321(b) of the Trust Indenture Act
of 1939, in connection  with the proposed  issuance of NationsBank  Corporation.
Subordinated Debt Securities,  The Bank of New York hereby consents that reports
of examinations by Federal,  State,  Territorial or District  Authorities may be
furnished by such  authorities to the Securities  and Exchange  Commission  upon
request therefor.


                              THE BANK OF NEW YORK


                              By: /s/ Sandra Carreker

                                   Sandra Carreker, Agent






                              EXHIBIT 7 TO FORM T-1

                      Consolidated Report of Condition of
                              THE BANK OF NEW YORK
                    of 48 Wall Street, New York, N.Y. 10286


     And  Foreign and  Domestic  Subsidiaries,  a member of the Federal  Reserve
System,  at the close of business March 31, 1996 published in accordance  with a
call  made  by the  Federal  Reserve  Bank  of  this  District  pursuant  to the
provisions of the Federal Reserve Act.

                                                            Dollar Amounts
                                                             in Thousands
ASSETS

Cash and balances due from
     depository institutions:
     Noninterest-bearing balances
       and currency and coin                                       $ 2,461,550
     Interest-bearing balances                                         835.563
Securities:
     Held-to-maturity securities                                       802,064
     Available-for-sale securities                                   2,051,263
Federal funds sold and securities
     purchased under agreements to resell
     in domestic offices of the bank:
     Federal funds sold                                              3,885,475
     Securities purchased under
       agreements to resell
Loans and lease financing receivables:
     Loans and leases,
       net of unearned income  . . . .                  27,820,159
     LESS: Allowance for loan and
       lease losses  . . . . . . . . .                     509,817
     LESS: Allocated transfer
       risk reserve  . . . . . . . . .                       1,000
     Loans and leases, net of unearned
       income and allowance and reserve                             27,309,342



Assets held in trading accounts                                        837,118
Premises and fixed assets (including
     capitalized leases)                                               614,567
Other real estate owned                                                 51,631
Investments in unconsolidated
     subsidiaries and associated
     companies                                                         225,158
Customers' liability to this bank
     on acceptances outstanding                                        800,375
Intangible assets                                                      436,668
Other assets                                                         1,247,908
Total assets                                                       $41,558,682


LIABILITIES

Deposits:
     In domestic offices                                            $18,851,327
     Noninterest-bearing                                 7,102,645
     Interest-bearing                                   11,748,682
     In foreign offices, Edge and
       Agreement subsidiaries, and IBFs                              10,965,604
     Noninterest-bearing                                    37,855
     Interest-bearing                                   10,927,749
Federal funds  purchased and securities  
     sold under  agreements to repurchase in
     domestic  offices of the bank and of its 
     Edge and  Agreement  subsidiaries,
     and in IBFs:  Federal  funds  purchased                          1,224,886
Securities sold under
     agreements
       to repurchase                                                     29,728
Demand notes issued to the
     U.S. Treasury                                                      118,870
Trading liabilities                                                     673,944
Other borrowed money:
     With original maturity of one year
       or less                                                        2,713,248
     With original maturity of more
       than one year                                                     20,780




Bank's liability on acceptances
       executed and outstanding                                         803,292
Subordinated notes and debentures                                     1,022,860
Other liabilities                                                     1,590,564
Total liabilities                                                    38,015,103


EQUITY CAPITAL

Common stock                                                           942,284
Surplus                                                                525,666
Undivided profits and capital
     reserves                                                        2,078,197
Net unrealized holding gains (losses)
     on available-for-sale securities                                    3,197
Cumulative foreign currency
     translation adjustments                                            (5,765)
Total equity capital                                                 3,543,579
Total liabilities and equity capital                               $41,558,682




     I,  Robert  E.  Keilman,  Senior  Vice  President  and  Comptroller  of the
above-named  bank do hereby  declare  that this  Report  of  Condition  has been
prepared in conformance with the  instructions  issued by the Board of Governors
of the  Federal  Reserve  System  and is true to the  best of my  knowledge  and
belief.

                                Robert E. Keilman


     We, the undersigned directors,  attest to the correctness of this Report of
Condition  and  declare  that it has been  examined by us and to the best of our
knowledge  and belief has been  prepared in  conformance  with the  instructions
issued by the Board of Governors of the Federal  Reserve  System and is true and
correct.


     J. Carter Bacot     )
     Thomas A. Renyi     )    Directors
     Alan R. Griffith    )