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                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            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) |__|



                              THE BANK OF NEW YORK
               (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)


       NEW YORK                                                  13-5160382
(STATE OF INCORPORATION                                       (I.R.S. EMPLOYER
IF NOT A U.S. NATIONAL BANK)                                 IDENTIFICATION NO.)

    48 WALL STREET, NEW YORK, N.Y.                                10286
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                        (ZIP CODE)





                             NATIONSBANK CORPORATION
               (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)


      NORTH CAROLINA                                             56-0906609
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)

      NATIONSBANK CORPORATION
   NATIONSBANK CORPORATE CENTER
      CHARLOTTE, NORTH CAROLINA                                      28255
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                            (ZIP CODE)

                             ----------------------

                      GUARANTEE OF PREFERRED SECURITIES OF
                              NB CAPITAL TRUST III
                       (TITLE OF THE INDENTURE SECURITIES)


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1.   GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

         (A)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                  WHICH IT IS SUBJECT.

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                  NAME                                        ADDRESS
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 SUPERINTENDENT OF BANKS OF THE STATE OF     2 RECTOR STREET, NEW YORK,
 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, NEW YORK

 (B)      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 3.)

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 NO. 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.)



                                       -2-




                                

         6.       THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(B) OF THE
                  ACT.  (EXHIBIT 6 TO FORM T-1 FILED WITH REGISTRATION STATEMENT
                  NO. 33-44051.)

         7.       A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE 
                  PUBLISHED PURSUANT TO LAW OR TO 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.


                                       -3-







                                    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 NEW YORK, AND
STATE OF NEW YORK, ON THE 20TH DAY OF NOVEMBER, 1996.


                                       THE BANK OF NEW YORK



                                        BY:     /S/STEPHEN J. GIURLANDO
                                        NAME:  STEPHEN J. GIURLANDO
                                        TITLE: ASSISTANT VICE PRESIDENT



                                       -4-



                                                                   Exhibit 7


                       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
ASSETS                                                          in Thousands
Cash and balances due from depos-
  itory 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 in domestic of-
fices of the bank:
Federal funds sold ...................                             3,885,475
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, 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 secu-
  rities sold under agreements to re-
  purchase 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 exe-
  cuted 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 transla-
  tion 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    |
                       -