[LETTERHEAD OF CADWALADER, WICKERSHAM & TAFT]
March 11, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Withdrawal of Registration Statement No. 333-53263
--------------------------------------------------
Ladies and Gentlemen:
On behalf of NationsBanc Mortgage Securities Corporation (formerly
known as Nations Mortgage Securities Corporation), the registrant (the
"Registrant") of the above-referenced Registration Statement filed on Form S-3
on May 21, 1998 (the "Registration Statement"), we request that the Registration
Statement be withdrawn pursuant to Rule 477(a) under the Securities Act of 1933,
as amended.
The purpose of the Registration Statement was to facilitate the
offering of pass-through certificates backed by residential mortgages originated
by affiliates of the Registrant's ultimate parent, NationsBank Corporation.
Subsequent to the filing of the Registration Statement, NationsBank Corporation
merged with BankAmerica Corporation. BankAmerica Corporation is the ultimate
parent of an already existing registrant, the corporate purpose of which is to
act as a depositor for mortgage pass-through certificates backed by
substantially similar residential mortgage loans originated by affiliates of
BankAmerica Corporation. Therefore, the Registrant wishes to withdraw the
Registration Statement because the need for it no longer exists.
If you have any questions regarding this withdrawal request, please
contact the undersigned at 212-504-6136.
Very truly yours,
/s/ Jordan M. Schwartz
Jordan M. Schwartz
JS/dj
cc: Mark W. Green, Esq.
Assistant Director
Division of Corporate Finance
Teresa A. Bryce, Esq.
