Registration No. 333- ________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           __________________________
                                        
                                    FORM S-8
                                        
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ___________________________
                                        
                             NationsBank Corporation
             (Exact Name of Registrant as Specified in Its Charter)
                                        
         North Carolina                                    56-0906609
    (State or Other Jurisdiction                       (I.R.S. Employer
 of Incorporation or Organization)                     Identification No.)

      NationsBank Corporate Center                              28255
        100 North Tryon Street                                (Zip Code)
     Charlotte, North Carolina
(Address of Principal Executive Offices)
                                        
                          _____________________________
                                        
                 NationsBank Corporation Key Employee Stock Plan
                            (Full Title of the Plan)
                         ______________________________
                                        
                              PAUL J. POLKING, ESQ.
                                 General Counsel
                             NationsBank Corporation
                          NationsBank Corporate Center
                             100 North Tryon Street
                        Charlotte, North Carolina  28255
                     (Name and Address of Agent for Service)
                                        
                                 (704)  386-5000
          (Telephone Number, Including Area Code, of Agent for Service)
                               ___________________
                                        
                         CALCULATION OF REGISTRATION FEE
================================================================================
                                 Proposed         Proposed         
 Title of                        Maximum          Maximum          
Securities      Amount           Offering         Aggregate     Amount of
   to be        to be            Price            Offering    Registration
Registered    Registered         Per Unit (1)     Price(1)         Fee 
--------------------------------------------------------------------------------
Common Stock  40,000,000 shares   $77.53125   $3,101,250,000    $914,869
================================================================================
                                        
(1)Determined on the basis of the average of the high and low prices of the
   Common Stock reported on the New York Stock Exchange on June 30, 1998 in
   accordance with Rule 457(c) under the Securities Act of 1933, as amended
   (the "Securities Act"), solely for the purpose of calculating the
   registration fee pursuant to Rule 457(h) under the Securities Act.


                      STATEMENT UNDER GENERAL INSTRUCTION E
                      REGISTRATION OF ADDITIONAL SECURITIES
                                        
      This Registration Statement on Form S-8 registers additional securities of
the same class as other securities for which a Registration Statement on Form S-
8  relating to the NationsBank Corporation Key Employee Stock Plan is effective.
Accordingly,  pursuant  to  General  Instruction  E  to  Form  S-8,  NationsBank
Corporation  (the  "Registrant") hereby incorporates  by  reference  herein  the
contents  of such Registration Statement on Form S-8 (Registration No. 33-60695)
and  hereby deems such contents to be a part hereof, except as otherwise updated
or modified by this Registration Statement.

                                     PART II
                                        
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, which have been heretofore filed by the Registrant
with  the Securities and Exchange Commission (the "Commission") pursuant to  the
Securities  Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"),   are
incorporated by reference herein:

           (a)   The Registrant's Annual Report on Form 10-K for the year  ended
December 31, 1997;

           (b)   The Registrant's Quarterly Report on Form 10-Q for the  quarter
ended  March  31, 1998 and Current Reports on Form 8-K filed January  14,  1998,
January  22, 1998, February 3, 1998, March 13, 1998, March 23, 1998,  April  15,
1998,  April 16, 1998, April 17, 1998 (amended by Form 8-K/A-1 filed  April  24,
1998 and Form 8-K/A-2 filed May 18, 1998), May 6, 1998, and May 13, 1998; and

          (c)  The description of the Registrant's Common Stock contained in its
registration statement filed pursuant to Section 12 of the Exchange Act, and any
amendment  or  report  filed  for  the purpose  of  updating  such  description,
including the Registrant's Current Report on Form 8-K filed January 22, 1998.

      All  documents  filed  by the Registrant with the Commission  pursuant  to
Sections  13(a),  13(c),  14 and 15(d) of the Exchange  Act  subsequent  to  the
effectiveness of this Registration Statement and prior to the filing of a  post-
effective  amendment  hereto that either indicates that all  securities  offered
hereby have been sold or deregisters all securities then remaining unsold  shall
be  deemed to be incorporated by reference in this Registration Statement and to
be  a  part  hereof  from the date of filing of such documents.   Any  statement
contained  in a document incorporated or deemed to be incorporated by  reference
herein  shall  be  deemed  to be modified or superseded  for  purposes  of  this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently filed document that also is or is deemed to be  incorporated
by  reference herein modifies or supersedes such statement.  Any such  statement
so  modified  or  superseded  shall not be deemed,  except  as  so  modified  or
superseded, to constitute a part of this Registration Statement.

      The  Registrant  will provide without charge to each  participant  in  the
NationsBank Corporation Key Employee Stock Plan, on the written or oral  request
of any such person, a copy of any or all of the documents incorporated herein by
reference  (other  than exhibits to such documents which  are  not  specifically
incorporated by reference in such documents).  Written requests for such  copies
should  be directed to Charles J. Cooley, Principal Corporate Personnel Officer,
NationsBank  Corporation, NationsBank Corporate Center, 100 North Tryon  Street,
Charlotte, North Carolina  28255.  Telephone requests may be directed  to  (704)
386-5000.

Item 8.  Exhibits.

      The following exhibits are filed with or incorporated by reference in this
Registration Statement.

Exhibit No.    Description of Exhibit
-----------    ----------------------

      5.1      Opinion  of  Paul  J.  Polking,  Esq.,  General  Counsel  of  the
               Registrant,   as  to  the  legality  of   the  securities   being
               registered.

    23.1       Consent of PricewaterhouseCoopers LLP.

    23.2       Consent of Ernst & Young LLP.

    23.3       Consent  of  Paul  J.  Polking,  Esq.,  General  Counsel  of  the
               Registrant (included in Exhibit 5.1).

    24.1       Power of Attorney and Certified Resolution.

                                   SIGNATURES
                                        
      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has reasonable grounds to believe that it meets  all  of  the
requirements  for  filing  on  Form S-8 and has duly  caused  this  Registration
Statement  to  be  signed  on  its  behalf by the  undersigned,  thereunto  duly
authorized, in the City of Charlotte, State of North Carolina, on July 7, 1998.

                              NATIONSBANK CORPORATION



                              By:   */s/ Hugh L. McColl, Jr.
                                   Hugh L. McColl, Jr.
                                   Chief Executive Officer


      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

     Signature                        Title                    Date
     ---------                        -----                    ----

*/s/ Hugh L. McColl, Jr.      Chief Executive Officer       July 7, 1998
Hugh L. McColl, Jr.           and Director
                              (Principal Executive Officer)


*/s/ James H. Hance, Jr.      Vice Chairman, Chief          July 7, 1998
James H. Hance, Jr.           Financial Officer and
                              Director
                              (Principal Financial Officer)


*/s/ Marc D. Oken             Executive Vice President and  July 7, 1998
Marc D. Oken                  Chief Accounting Officer
                              (Principal Accounting Officer)


*/s/ Charles E. Rice          Chairman of the Board         July 7, 1998
Charles E. Rice               and Director


*/s/ Ray C. Anderson          Director                      July 7, 1998
Ray C. Anderson


*/s/ Rita Bornstein           Director                      July 7, 1998
Rita Bornstein


*/s/ B.A. Bridgewater, Jr.    Director                      July 7, 1998
B. A. Bridgewater, Jr.


                              Director                      July _, 1998
Thomas E. Capps


                              Director                      July _, 1998
Alvin R. Carpenter


                              Director                      July _, 1998
Charles W. Coker


*/s/ Thomas G. Cousins        Director                      July 7, 1998
Thomas G. Cousins


*/s/ Andrew B. Craig, III     Director                      July 7, 1998
Andrew B. Craig, III


*/s/ Alan T. Dickson          Director                      July 7, 1998
Alan T. Dickson


*/s/ Paul Fulton              Director                      July 7, 1998
Paul Fulton


*/s/ C. Ray Holman            Director                      July 7, 1998
C. Ray Holman



*/s/ W. W. Johnson            Director                      July 7, 1998
W. W. Johnson


*/s/ Kenneth D. Lewis         President and Director        July 7, 1998
Kenneth D. Lewis


*/s/ Russell W. Meyer, Jr.    Director                      July 7, 1998
Russell W. Meyer, Jr.


*/s/ Richard B. Priory        Director                      July 7, 1998
Richard B. Priory


*/s/ John C. Slane            Director                      July 7, 1998
John C. Slane


*/s/ O. Temple Sloan, Jr.     Director                      July 7, 1998
O. Temple Sloan, Jr.


*/s/ Meredith R. Spangler     Director                      July 7, 1998
Meredith R. Spangler


*/s/ Albert E. Suter          Director                      July 7, 1998
Albert E. Suter


*/s/ Ronald Townsend          Director                      July 7, 1998
Ronald Townsend


*/s/ Jackie M. Ward           Director                      July 7, 1998
Jackie M. Ward




*/s/ John A. Williams         Director                      July 7, 1998
John A. Williams


*/s/ Virgil R. Williams       Director                      July 7, 1998
Virgil R. Williams



*By:  /s /  Charles M. Berger
         Charles M. Berger
         Attorney-in-Fact
                                        


                                INDEX TO EXHIBITS
                                        
                                        
                                        
Exhibit No.    Description of Exhibit
-----------    ----------------------

     5.1       Opinion  of  Paul  J.  Polking,  Esq.,  General  Counsel  of  the
               Registrant,   as  to  the  legality  of   the  securities   being
               registered.

    23.1       Consent of PricewaterhouseCoopers LLP.

    23.2       Consent of Ernst & Young LLP.

    23.3       Consent  of   Paul  J.  Polking, Esq.,  General  Counsel  of  the
               Registrant (included in Exhibit 5.1).

    24.1       Power of Attorney and Certified Resolution.

Paul J. Polking
Executive Vice President and General Counsel
NationsBank Corporation
NationsBank Corporate Center, NC1-007-20-01
Charlotte, NC 28255



                                                                     Exhibit 5.1


July 7, 1998


Board of Directors
NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina 28255


Ladies and Gentlemen:

In  connection with the proposed registration under the Securities Act of  1933,
as  amended,  of up to 40,000,000 shares (the "Shares") of the common  stock  of
NationsBank Corporation (the "Common Stock") to be issued pursuant to the  terms
of  the  NationsBank Corporation Key Employee Stock Plan (the "Plan"),   I  have
examined  such corporate records and other documents, including the Registration
Statement on Form S-8 (the "Registration Statement") and Prospectus relating  to
the Shares, and have reviewed such matters of law as I have deemed necessary  or
appropriate  for  this  opinion.   I  have also  examined  a  prior  NationsBank
Corporation  Registration  Statement on Form  S-8  (Registration  No.  33-60695)
relating to the issuance of up to 28,000,000 shares of Common Stock pursuant  to
the  Plan.   Based  on such examination and review, it is my  opinion  that  the
Shares  have been duly and validly authorized and, when issued and paid  for  in
accordance  with and upon the terms and conditions of the Plan, will be  validly
issued, fully paid and nonassessable.

I  consent to be named in the Registration Statement as the attorney who  passed
upon the legality of the Shares, and to the filing of a copy of this opinion  as
an exhibit to the Registration Statement.

Very truly yours,

/s/ Paul J. Polking

Paul J. Polking

                                                  Exhibit 23.1



               CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to  the  incorporation by reference  in  this  Registration
Statement on Form S-8 of our report dated January 9, 1998, which appears on page
46  of the NationsBank Corporation Annual Report on Form 10-K for the year ended
December  31,  1997.  We also consent to the incorporation by reference  of  our
report  dated  April  13,  1998, which appears on page  75  of  the  NationsBank
Corporation Current Report on Form 8-K filed April 16, 1998.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Charlotte, North Carolina
July 7, 1998
                                             Exhibit 23.2



                CONSENT OF INDEPENDENT AUDITORS


We  consent  to  the  incorporation by  reference  in  the  Registration
Statement  on  Form S-8 of NationsBank Corporation dated July 7, 1998 of our 
report dated January 20, 1998, with respect to the consolidated financial 
statements of BankAmerica Corporation incorporated by reference in its Annual 
Report on Form 10-K for the year ended December 31, 1997, filed with the 
Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Francisco, California
July 7, 1998

                                                                    Exhibit 24.1
                                POWER OF ATTORNEY

      KNOW  ALL PERSONS BY THESE PRESENTS, that each of NationsBank Corporation,
and  the  several  undersigned Officers and Directors thereof  whose  signatures
appear  below, hereby makes, constitutes and appoints James W. Kiser and Charles
M.  Berger,  and  each of them acting individually, its, his and  her  true  and
lawful  attorneys  with power to act without any other and with  full  power  of
substitution, to execute, deliver and file in its, his and her name and on  its,
his  and  her  behalf, and in each of the undersigned Officer's  and  Director's
capacity  or capacities as shown below, (a) one or more Registration  Statements
of  NationsBank  Corporation on Form S-8 relating  to  the  issuance  of  up  to
79,500,000 shares of the Common Stock of NationsBank Corporation pursuant to the
NationsBank  Corporation Key Employee Stock Plan and any and  all  documents  in
support  thereof  or supplemental thereto and any and all amendments,  including
any  and all post-effective amendments, to the foregoing (hereinafter called the
"Registration  Statements"),  and (b) such registration  statements,  petitions,
applications, consents to service of process or other instruments, any  and  all
documents in support thereof or supplemental thereto, and any and all amendments
or  supplements to the foregoing, as may be necessary or advisable to qualify or
register  the  securities  covered by said Registration  Statements  under  such
securities laws, regulations or requirements as may be applicable; and  each  of
NationsBank  Corporation and said Officers and Directors hereby grants  to  said
attorneys, and to each of them, full power and authority to do and perform  each
and  every  act  and  thing whatsoever as said attorneys or  attorney  may  deem
necessary  or advisable to carry out fully the intent of this power of  attorney
to  the same extent and with the same effect as NationsBank Corporation might or
could  do,  and  as  each  of  said Officers and Directors  might  or  could  do
personally  in  his  or  her capacity or capacities as aforesaid,  and  each  of
NationsBank  Corporation  and said Officers and Directors  hereby  ratifies  and
confirms all acts and things which said attorneys or attorney might do or  cause
to  be done by virtue of this power of attorney and its, his or her signature as
the same may be signed by said attorneys or attorney, or any of them, to any  or
all  of  the following (and/or any and all amendments and supplements to any  or
all thereof): such Registration Statements under the Securities Act of 1933,  as
amended, and all such registration statements, petitions, applications, consents
to  service  of  process and other instruments, and any  and  all  documents  in
support thereof or supplemental thereto, under such securities laws, regulations
and requirements as may be applicable.

      IN  WITNESS  WHEREOF,  NationsBank Corporation has caused  this  power  of
attorney  to  be signed on its behalf, and each of the undersigned Officers  and
Directors in the capacity or capacities noted has hereunto set his or  her  hand
as of the date indicated below.

                              NATIONSBANK CORPORATION


                              By:  /s/  Hugh L. McColl, Jr.
                                   Hugh L. McColl, Jr.
                                   Chief Executive Officer
Dated:   June 24, 1998

       Signature                        Title                         Date
       ---------                        -----                         ----

/s/   Hugh L. McColl, Jr.      Chief Executive Officer and       June 24, 1998
Hugh L. McColl, Jr.            Director                           
                               (Principal Executive Officer)


/s/  James H. Hance, Jr.       Vice Chairman, Chief              June 24, 1998
James H. Hance, Jr.            Financial Officer and Director
                               (Principal Financial Officer)


/s/  Marc D. Oken              Executive Vice President and      June 24, 1998
Marc D. Oken                   Chief Accounting Officer
                               (Principal Accounting Officer)


/s/  Charles E. Rice           Chairman of the Board             June 24, 1998
Charles E. Rice                and Director


/s/  Ray C. Anderson           Director                          June 24, 1998
Ray C. Anderson


/s/  Rita Bornstein            Director                          June 24, 1998
Rita Bornstein


/s/  B. A. Bridgewater, Jr.    Director                          June 24, 1998
B. A. Bridgewater, Jr.


                               Director                          June   , 1998
Thomas E. Capps


                               Director                          June   , 1998
Alvin R. Carpenter


                               Director                          June   , 1998
Charles W. Coker


/s/  Thomas G. Cousins         Director                          June 24, 1998
Thomas G. Cousins


/s/  Andrew B. Craig, III      Director                          June 24, 1998
Andrew B. Craig, III

/s/  Alan T. Dickson           Director                          June 24, 1998
Alan T. Dickson


/s/  Paul Fulton               Director                          June 24, 1998
Paul Fulton


/s/  C. Ray Holman             Director                          June 24, 1998
C. Ray Holman


/s/  W. W. Johnson             Director                          June 24, 1998
W. W. Johnson


/s/  Kenneth D. Lewis          President and Director            June 24, 1998
Kenneth D. Lewis


/s/  Russell W. Meyer, Jr.     Director                          June 24, 1998
Russell W. Meyer, Jr.


/s/  Richard B. Priory         Director                          June 24, 1998
Richard B. Priory


/s/  John C. Slane             Director                          June 24, 1998
John C. Slane


/s/  O. Temple Sloan, Jr.      Director                          June 24, 1998
O. Temple Sloan, Jr.


/s/  Meredith R. Spangler      Director                          June 24, 1998
Meredith R. Spangler


/s/  Albert E. Suter           Director                          June 24, 1998
Albert E. Suter


/s/  Ronald Townsend           Director                          June 24, 1998
Ronald Townsend


/s/  Jackie M. Ward            Director                          June 24, 1998
Jackie M. Ward


/s/  John A. Williams          Director                          June 24, 1998
John A. Williams


/s/  Virgil R. Williams        Director                          June 24, 1998
Virgil R. Williams

                                        
                             NationsBank Corporation

                    Extract of Board of Director Resolutions
                                        
                                  June 24, 1998

      RESOLVED, that James W. Kiser and Charles M. Berger be, and each  of  them
with full power to act without the other hereby is, authorized and empowered  to
sign   the  aforesaid  Registration  Statements  [relating  to  the  NationsBank
Corporation  Key  Employee Stock Plan] and any amendment or  amendments  thereto
(including any post-effective amendments) on behalf of and as attorneys for  the
Corporation  and  on behalf of and as attorneys for any of the  following:   the
Chief   Executive  Officer,  the  Principal  Financial  Officer,  the  Principal
Accounting Officer and any other officer of the Corporation.




                            CERTIFICATE OF SECRETARY
                            ------------------------ 

      I,  ALLISON L. GILLIAM, Assistant Secretary of NationsBank Corporation,  a
corporation  duly organized and existing under the laws of the  State  of  North
Carolina, do hereby certify that the foregoing is a true and correct extract  of
resolutions duly adopted by a majority of the entire Board of Directors of  said
Corporation  at a meeting of said Board of Directors held on June 24,  1998,  at
which meeting a quorum was present and acted throughout and that said resolution
is in full force and effect and has not been amended or rescinded as of the date
hereof.

      IN  WITNESS WHEREOF, I have hereupon set my hand and affixed the  seal  of
said corporation this 7th day of July, 1998.



(SEAL)



                                   /s/ Allison L Gilliam
                                   Allison L. Gilliam
                                   Assistant Secretary
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Registration No. 333- ________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           __________________________
                                        
                                    FORM S-8
                                        
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ___________________________
                                        
                             NationsBank Corporation
             (Exact Name of Registrant as Specified in Its Charter)
                                        
         North Carolina                                    56-0906609
    (State or Other Jurisdiction                       (I.R.S. Employer
 of Incorporation or Organization)                     Identification No.)

      NationsBank Corporate Center                              28255
        100 North Tryon Street                                (Zip Code)
     Charlotte, North Carolina
(Address of Principal Executive Offices)
                                        
                          _____________________________
                                        
                 NationsBank Corporation Key Employee Stock Plan
                            (Full Title of the Plan)
                         ______________________________
                                        
                              PAUL J. POLKING, ESQ.
                                 General Counsel
                             NationsBank Corporation
                          NationsBank Corporate Center
                             100 North Tryon Street
                        Charlotte, North Carolina  28255
                     (Name and Address of Agent for Service)
                                        
                                 (704)  386-5000
          (Telephone Number, Including Area Code, of Agent for Service)
                               ___________________
                                        
                         CALCULATION OF REGISTRATION FEE
================================================================================
                                 Proposed         Proposed         
 Title of                        Maximum          Maximum          
Securities      Amount           Offering         Aggregate     Amount of
   to be        to be            Price            Offering    Registration
Registered    Registered         Per Unit (1)     Price(1)         Fee 
--------------------------------------------------------------------------------
Common Stock  40,000,000 shares   $77.53125   $3,101,250,000    $914,869
================================================================================
                                        
(1)Determined on the basis of the average of the high and low prices of the
   Common Stock reported on the New York Stock Exchange on June 30, 1998 in
   accordance with Rule 457(c) under the Securities Act of 1933, as amended
   (the "Securities Act"), solely for the purpose of calculating the
   registration fee pursuant to Rule 457(h) under the Securities Act.

                      STATEMENT UNDER GENERAL INSTRUCTION E
                      REGISTRATION OF ADDITIONAL SECURITIES
                                        
      This Registration Statement on Form S-8 registers additional securities of
the same class as other securities for which a Registration Statement on Form S-
8  relating to the NationsBank Corporation Key Employee Stock Plan is effective.
Accordingly,  pursuant  to  General  Instruction  E  to  Form  S-8,  NationsBank
Corporation  (the  "Registrant") hereby incorporates  by  reference  herein  the
contents  of such Registration Statement on Form S-8 (Registration No. 33-60695)
and  hereby deems such contents to be a part hereof, except as otherwise updated
or modified by this Registration Statement.

                                     PART II
                                        
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, which have been heretofore filed by the Registrant
with  the Securities and Exchange Commission (the "Commission") pursuant to  the
Securities  Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"),   are
incorporated by reference herein:

           (a)   The Registrant's Annual Report on Form 10-K for the year  ended
December 31, 1997;

           (b)   The Registrant's Quarterly Report on Form 10-Q for the  quarter
ended  March  31, 1998 and Current Reports on Form 8-K filed January  14,  1998,
January  22, 1998, February 3, 1998, March 13, 1998, March 23, 1998,  April  15,
1998,  April 16, 1998, April 17, 1998 (amended by Form 8-K/A-1 filed  April  24,
1998 and Form 8-K/A-2 filed May 18, 1998), May 6, 1998, and May 13, 1998; and

          (c)  The description of the Registrant's Common Stock contained in its
registration statement filed pursuant to Section 12 of the Exchange Act, and any
amendment  or  report  filed  for  the purpose  of  updating  such  description,
including the Registrant's Current Report on Form 8-K filed January 22, 1998.

      All  documents  filed  by the Registrant with the Commission  pursuant  to
Sections  13(a),  13(c),  14 and 15(d) of the Exchange  Act  subsequent  to  the
effectiveness of this Registration Statement and prior to the filing of a  post-
effective  amendment  hereto that either indicates that all  securities  offered
hereby have been sold or deregisters all securities then remaining unsold  shall
be  deemed to be incorporated by reference in this Registration Statement and to
be  a  part  hereof  from the date of filing of such documents.   Any  statement
contained  in a document incorporated or deemed to be incorporated by  reference
herein  shall  be  deemed  to be modified or superseded  for  purposes  of  this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently filed document that also is or is deemed to be  incorporated
by  reference herein modifies or supersedes such statement.  Any such  statement
so  modified  or  superseded  shall not be deemed,  except  as  so  modified  or
superseded, to constitute a part of this Registration Statement.

      The  Registrant  will provide without charge to each  participant  in  the
NationsBank Corporation Key Employee Stock Plan, on the written or oral  request
of any such person, a copy of any or all of the documents incorporated herein by
reference  (other  than exhibits to such documents which  are  not  specifically
incorporated by reference in such documents).  Written requests for such  copies
should  be directed to Charles J. Cooley, Principal Corporate Personnel Officer,
NationsBank  Corporation, NationsBank Corporate Center, 100 North Tryon  Street,
Charlotte, North Carolina  28255.  Telephone requests may be directed  to  (704)
386-5000.

Item 8.  Exhibits.

      The following exhibits are filed with or incorporated by reference in this
Registration Statement.

Exhibit No.    Description of Exhibit
-----------    ----------------------

      5.1      Opinion  of  Paul  J.  Polking,  Esq.,  General  Counsel  of  the
               Registrant,   as  to  the  legality  of   the  securities   being
               registered.

    23.1       Consent of PricewaterhouseCoopers LLP.

    23.2       Consent of Ernst & Young LLP.

    23.3       Consent  of  Paul  J.  Polking,  Esq.,  General  Counsel  of  the
               Registrant (included in Exhibit 5.1).

    24.1       Power of Attorney and Certified Resolution.

                                   SIGNATURES
                                        
      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has reasonable grounds to believe that it meets  all  of  the
requirements  for  filing  on  Form S-8 and has duly  caused  this  Registration
Statement  to  be  signed  on  its  behalf by the  undersigned,  thereunto  duly
authorized, in the City of Charlotte, State of North Carolina, on July 7, 1998.

                              NATIONSBANK CORPORATION

                              By:   */s/ Hugh L. McColl, Jr.
                                   Hugh L. McColl, Jr.
                                   Chief Executive Officer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

     Signature                        Title                    Date
     ---------                        -----                    ----

*/s/ Hugh L. McColl, Jr.      Chief Executive Officer       July 7, 1998
Hugh L. McColl, Jr.           and Director
                              (Principal Executive Officer)

*/s/ James H. Hance, Jr.      Vice Chairman, Chief          July 7, 1998
James H. Hance, Jr.           Financial Officer and
                              Director
                              (Principal Financial Officer)

*/s/ Marc D. Oken             Executive Vice President and  July 7, 1998
Marc D. Oken                  Chief Accounting Officer
                              (Principal Accounting Officer)

*/s/ Charles E. Rice          Chairman of the Board         July 7, 1998
Charles E. Rice               and Director

*/s/ Ray C. Anderson          Director                      July 7, 1998
Ray C. Anderson

*/s/ Rita Bornstein           Director                      July 7, 1998
Rita Bornstein

*/s/ B.A. Bridgewater, Jr.    Director                      July 7, 1998
B. A. Bridgewater, Jr.

                              Director                      July _, 1998
Thomas E. Capps

                              Director                      July _, 1998
Alvin R. Carpenter

                              Director                      July _, 1998
Charles W. Coker

*/s/ Thomas G. Cousins        Director                      July 7, 1998
Thomas G. Cousins

*/s/ Andrew B. Craig, III     Director                      July 7, 1998
Andrew B. Craig, III

*/s/ Alan T. Dickson          Director                      July 7, 1998
Alan T. Dickson

*/s/ Paul Fulton              Director                      July 7, 1998
Paul Fulton

*/s/ C. Ray Holman            Director                      July 7, 1998
C. Ray Holman

*/s/ W. W. Johnson            Director                      July 7, 1998
W. W. Johnson

*/s/ Kenneth D. Lewis         President and Director        July 7, 1998
Kenneth D. Lewis

*/s/ Russell W. Meyer, Jr.    Director                      July 7, 1998
Russell W. Meyer, Jr.

*/s/ Richard B. Priory        Director                      July 7, 1998
Richard B. Priory

*/s/ John C. Slane            Director                      July 7, 1998
John C. Slane

*/s/ O. Temple Sloan, Jr.     Director                      July 7, 1998
O. Temple Sloan, Jr.

*/s/ Meredith R. Spangler     Director                      July 7, 1998
Meredith R. Spangler

*/s/ Albert E. Suter          Director                      July 7, 1998
Albert E. Suter

*/s/ Ronald Townsend          Director                      July 7, 1998
Ronald Townsend

*/s/ Jackie M. Ward           Director                      July 7, 1998
Jackie M. Ward

*/s/ John A. Williams         Director                      July 7, 1998
John A. Williams

*/s/ Virgil R. Williams       Director                      July 7, 1998
Virgil R. Williams

*By:  /s /  Charles M. Berger
         Charles M. Berger
         Attorney-in-Fact
                                        

                                INDEX TO EXHIBITS
                                        
                                        
                                        
Exhibit No.    Description of Exhibit
-----------    ----------------------

     5.1       Opinion  of  Paul  J.  Polking,  Esq.,  General  Counsel  of  the
               Registrant,   as  to  the  legality  of   the  securities   being
               registered.

    23.1       Consent of PricewaterhouseCoopers LLP.

    23.2       Consent of Ernst & Young LLP.

    23.3       Consent  of   Paul  J.  Polking, Esq.,  General  Counsel  of  the
               Registrant (included in Exhibit 5.1).

    24.1       Power of Attorney and Certified Resolution.

Paul J. Polking
Executive Vice President and General Counsel
NationsBank Corporation
NationsBank Corporate Center, NC1-007-20-01
Charlotte, NC 28255

                                                                     Exhibit 5.1

July 7, 1998

Board of Directors
NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina 28255

Ladies and Gentlemen:

In  connection with the proposed registration under the Securities Act of  1933,
as  amended,  of up to 40,000,000 shares (the "Shares") of the common  stock  of
NationsBank Corporation (the "Common Stock") to be issued pursuant to the  terms
of  the  NationsBank Corporation Key Employee Stock Plan (the "Plan"),   I  have
examined  such corporate records and other documents, including the Registration
Statement on Form S-8 (the "Registration Statement") and Prospectus relating  to
the Shares, and have reviewed such matters of law as I have deemed necessary  or
appropriate  for  this  opinion.   I  have also  examined  a  prior  NationsBank
Corporation  Registration  Statement on Form  S-8  (Registration  No.  33-60695)
relating to the issuance of up to 28,000,000 shares of Common Stock pursuant  to
the  Plan.   Based  on such examination and review, it is my  opinion  that  the
Shares  have been duly and validly authorized and, when issued and paid  for  in
accordance  with and upon the terms and conditions of the Plan, will be  validly
issued, fully paid and nonassessable.

I  consent to be named in the Registration Statement as the attorney who  passed
upon the legality of the Shares, and to the filing of a copy of this opinion  as
an exhibit to the Registration Statement.

Very truly yours,

/s/ Paul J. Polking

Paul J. Polking

                                                  Exhibit 23.1

               CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to  the  incorporation by reference  in  this  Registration
Statement on Form S-8 of our report dated January 9, 1998, which appears on page
46  of the NationsBank Corporation Annual Report on Form 10-K for the year ended
December  31,  1997.  We also consent to the incorporation by reference  of  our
report  dated  April  13,  1998, which appears on page  75  of  the  NationsBank
Corporation Current Report on Form 8-K filed April 16, 1998.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Charlotte, North Carolina
July 7, 1998
                                             Exhibit 23.2

                CONSENT OF INDEPENDENT AUDITORS

We  consent  to  the  incorporation by  reference  in  the  Registration
Statement  on  Form S-8 of NationsBank Corporation dated July 7, 1998 of our 
report dated January 20, 1998, with respect to the consolidated financial 
statements of BankAmerica Corporation incorporated by reference in its Annual 
Report on Form 10-K for the year ended December 31, 1997, filed with the 
Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Francisco, California
July 7, 1998

                                                                    Exhibit 24.1
                                POWER OF ATTORNEY

      KNOW  ALL PERSONS BY THESE PRESENTS, that each of NationsBank Corporation,
and  the  several  undersigned Officers and Directors thereof  whose  signatures
appear  below, hereby makes, constitutes and appoints James W. Kiser and Charles
M.  Berger,  and  each of them acting individually, its, his and  her  true  and
lawful  attorneys  with power to act without any other and with  full  power  of
substitution, to execute, deliver and file in its, his and her name and on  its,
his  and  her  behalf, and in each of the undersigned Officer's  and  Director's
capacity  or capacities as shown below, (a) one or more Registration  Statements
of  NationsBank  Corporation on Form S-8 relating  to  the  issuance  of  up  to
79,500,000 shares of the Common Stock of NationsBank Corporation pursuant to the
NationsBank  Corporation Key Employee Stock Plan and any and  all  documents  in
support  thereof  or supplemental thereto and any and all amendments,  including
any  and all post-effective amendments, to the foregoing (hereinafter called the
"Registration  Statements"),  and (b) such registration  statements,  petitions,
applications, consents to service of process or other instruments, any  and  all
documents in support thereof or supplemental thereto, and any and all amendments
or  supplements to the foregoing, as may be necessary or advisable to qualify or
register  the  securities  covered by said Registration  Statements  under  such
securities laws, regulations or requirements as may be applicable; and  each  of
NationsBank  Corporation and said Officers and Directors hereby grants  to  said
attorneys, and to each of them, full power and authority to do and perform  each
and  every  act  and  thing whatsoever as said attorneys or  attorney  may  deem
necessary  or advisable to carry out fully the intent of this power of  attorney
to  the same extent and with the same effect as NationsBank Corporation might or
could  do,  and  as  each  of  said Officers and Directors  might  or  could  do
personally  in  his  or  her capacity or capacities as aforesaid,  and  each  of
NationsBank  Corporation  and said Officers and Directors  hereby  ratifies  and
confirms all acts and things which said attorneys or attorney might do or  cause
to  be done by virtue of this power of attorney and its, his or her signature as
the same may be signed by said attorneys or attorney, or any of them, to any  or
all  of  the following (and/or any and all amendments and supplements to any  or
all thereof): such Registration Statements under the Securities Act of 1933,  as
amended, and all such registration statements, petitions, applications, consents
to  service  of  process and other instruments, and any  and  all  documents  in
support thereof or supplemental thereto, under such securities laws, regulations
and requirements as may be applicable.

      IN  WITNESS  WHEREOF,  NationsBank Corporation has caused  this  power  of
attorney  to  be signed on its behalf, and each of the undersigned Officers  and
Directors in the capacity or capacities noted has hereunto set his or  her  hand
as of the date indicated below.

                              NATIONSBANK CORPORATION

                              By:  /s/  Hugh L. McColl, Jr.
                                   Hugh L. McColl, Jr.
                                   Chief Executive Officer
Dated:   June 24, 1998

       Signature                        Title                         Date
       ---------                        -----                         ----

/s/   Hugh L. McColl, Jr.      Chief Executive Officer and       June 24, 1998
Hugh L. McColl, Jr.            Director                           
                               (Principal Executive Officer)

/s/  James H. Hance, Jr.       Vice Chairman, Chief              June 24, 1998
James H. Hance, Jr.            Financial Officer and Director
                               (Principal Financial Officer)

/s/  Marc D. Oken              Executive Vice President and      June 24, 1998
Marc D. Oken                   Chief Accounting Officer
                               (Principal Accounting Officer)

/s/  Charles E. Rice           Chairman of the Board             June 24, 1998
Charles E. Rice                and Director

/s/  Ray C. Anderson           Director                          June 24, 1998
Ray C. Anderson

/s/  Rita Bornstein            Director                          June 24, 1998
Rita Bornstein

/s/  B. A. Bridgewater, Jr.    Director                          June 24, 1998
B. A. Bridgewater, Jr.

                               Director                          June   , 1998
Thomas E. Capps

                               Director                          June   , 1998
Alvin R. Carpenter

                               Director                          June   , 1998
Charles W. Coker

/s/  Thomas G. Cousins         Director                          June 24, 1998
Thomas G. Cousins

/s/  Andrew B. Craig, III      Director                          June 24, 1998
Andrew B. Craig, III

/s/  Alan T. Dickson           Director                          June 24, 1998
Alan T. Dickson

/s/  Paul Fulton               Director                          June 24, 1998
Paul Fulton

/s/  C. Ray Holman             Director                          June 24, 1998
C. Ray Holman

/s/  W. W. Johnson             Director                          June 24, 1998
W. W. Johnson

/s/  Kenneth D. Lewis          President and Director            June 24, 1998
Kenneth D. Lewis

/s/  Russell W. Meyer, Jr.     Director                          June 24, 1998
Russell W. Meyer, Jr.

/s/  Richard B. Priory         Director                          June 24, 1998
Richard B. Priory

/s/  John C. Slane             Director                          June 24, 1998
John C. Slane

/s/  O. Temple Sloan, Jr.      Director                          June 24, 1998
O. Temple Sloan, Jr.

/s/  Meredith R. Spangler      Director                          June 24, 1998
Meredith R. Spangler

/s/  Albert E. Suter           Director                          June 24, 1998
Albert E. Suter

/s/  Ronald Townsend           Director                          June 24, 1998
Ronald Townsend

/s/  Jackie M. Ward            Director                          June 24, 1998
Jackie M. Ward

/s/  John A. Williams          Director                          June 24, 1998
John A. Williams

/s/  Virgil R. Williams        Director                          June 24, 1998
Virgil R. Williams

                                        
                             NationsBank Corporation

                    Extract of Board of Director Resolutions
                                        
                                  June 24, 1998

      RESOLVED, that James W. Kiser and Charles M. Berger be, and each  of  them
with full power to act without the other hereby is, authorized and empowered  to
sign   the  aforesaid  Registration  Statements  [relating  to  the  NationsBank
Corporation  Key  Employee Stock Plan] and any amendment or  amendments  thereto
(including any post-effective amendments) on behalf of and as attorneys for  the
Corporation  and  on behalf of and as attorneys for any of the  following:   the
Chief   Executive  Officer,  the  Principal  Financial  Officer,  the  Principal
Accounting Officer and any other officer of the Corporation.

                            CERTIFICATE OF SECRETARY
                            ------------------------ 

      I,  ALLISON L. GILLIAM, Assistant Secretary of NationsBank Corporation,  a
corporation  duly organized and existing under the laws of the  State  of  North
Carolina, do hereby certify that the foregoing is a true and correct extract  of
resolutions duly adopted by a majority of the entire Board of Directors of  said
Corporation  at a meeting of said Board of Directors held on June 24,  1998,  at
which meeting a quorum was present and acted throughout and that said resolution
is in full force and effect and has not been amended or rescinded as of the date
hereof.

      IN  WITNESS WHEREOF, I have hereupon set my hand and affixed the  seal  of
said corporation this 7th day of July, 1998.

(SEAL)

                                   /s/ Allison L Gilliam
                                   Allison L. Gilliam
                                   Assistant Secretary