BOATMENS BANCSHARES INC /MO
15-15D, 1998-07-01
NATIONAL COMMERCIAL BANKS
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                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                 FORM 15

     Certification and Notice of Termination of Registration under Section 12(g)
of  the  Securities Exchange Act of 1934 or Suspension of Duty to  File  Reports
Under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                  Commission File Number     33-37862
                                             --------

               The  Boatmen's Thrift Incentive 401(k) Plan     
          ------------------------------------------------------
          (Exact name of registrant as specified in its charter)

 NationsBank Corporate Center, Charlotte, North Carolina  28255  (704)386-5000
 -----------------------------------------------------------------------------
      (Address,  including  zip  code,  and  telephone number, including
           area code, of registrant's principal executive offices)
                                        
           Interest in The Boatmen's Thrift Incentive 401(k) Plan
          ---------------------------------------------------------
          (Title  of each class of securities covered by this Form)



                                      None
        ----------------------------------------------------------
          (Title of all other classes of securities for which a
        duty to file reports under Section 13(a) or 15(d) remains)

      Please  place  an  X  in  the box(es) to designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

               Rule 12g-4(a)(1)(i)      [ ]       Rule 12h-3(b)(1)(i)  [x]
               Rule 12g-4(a)(1)(ii)     [ ]       Rule 12h-3(b)(1)(ii) [ ]
               Rule 12g-4(a)(2)(i)      [ ]       Rule 12h-3(b)(2)(i)  [ ]
               Rule 12g-4(a)(2)(ii)     [ ]       Rule 12h-3(b)(2)(ii) [ ]
                                                  Rule 15d-6           [ ]

      Approximate number of holders of record as of the certification or  notice
date:     None
     -------------

      Pursuant  to  the  requirements of the Securities Exchange  Act  of  1934,
NationsBank  Corporation  Retirement Savings  Plan,  as  the  successor  to  The
- --------------------------------------------------                           ---
Boatmen's Thrift Incentive 401(k) Plan, has caused this certification/notice  to
- --------------------------------------
be signed on its behalf by the undersigned duly authorized person.


Date:  June 26, 1998                    By: /s/  Charles D. Loring
                                            ----------------------
                                      Name: Charles D. Loring
                                     Title: Senior Vice President


Instruction:  This  form  is required by Rules 12g-4, 12h-3  and  15d-6  of  the
General  Rules and Regulations under the Securities Exchange Act  of  1934.  The
registrant  shall file with the Securities and Exchange Commission three  copies
of  Form  15,  one of which shall be manually signed.  It may be  signed  by  an
officer  of  the registrant, by counsel or by any other duly authorized  person.
The  name  and  title of the person signing the form shall be typed  or  printed
under the signature.



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