NATIONSBANK CORP, POS AM, 1997-12-17

NATIONSBANK CORP
POS AM, 1997-12-17
NATIONAL COMMERCIAL BANKS

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As filed with the Securities and Exchange Commission on December 17, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 33-44826
TO

FORM S-3
REGISTRATION STATEMENT
UNDER

THE SECURITIES ACT OF 1933
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NationsBank Corporation
(exact name of registrant as specified in its charter)

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<CAPTION>
North Carolina 6711 56-0906609
<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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NationsBank Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
(704) 386-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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Paul J. Polking, Executive Vice President and General Counsel
NationsBank Corporation
NationsBank Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
(704) 386-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.[X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]
As described below, this Registration Statement contains a combined
prospectus which also relates to the 5,591,866 remaining shares available under
Registration Statement No. 33-44826. An aggregate registration fee in the
amount of $113,086 was paid in connection with Registration Statement No.
33-44826.
Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement contains a combined Prospectus and relates to Registration Statement
No. 33-44826 previously filed by the Registrant on Form S-3. This Registration
Statement also constitutes Post-Effective Amendment No. 2 to Registration
Statement No. 33-44826 and such Post-Effective Amendment shall hereafter become
effective in accordance with Section 8(c) of the Securities Act of 1933.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
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(NationsBank Logo)(tm)

NationsBank SharesDirect Plan

You should read this Prospectus carefully so you will know how the Plan works
and then retain it for future reference.

Neither the Securities and Exchange Commission nor any state securities
regulators have determined if this prospectus is accurate or adequate. Any
representation to the contrary is a criminal offense.

Prospectus
January , 1998

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Table of Contents

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Page
NationsBank SharesDirect Plan ................................ 1
NationsBank Corporation ...................................... 1
The Plan
Summary of the Plan ........................................ 2
Administrator of the Plan .................................. 3
Inquiries: NationsBank Shareholder Services ................ 3
Enrollment ................................................ 4
Investment Options:
Optional Dividend Reinvestment .......................... 4
Optional Cash Investments ................................ 6
Purchase of Shares ........................................ 6
Sale of Shares ............................................ 7
Safekeeping of Your Stock Certificates .................... 8
Gifts or Transfers of Shares .............................. 8
Issuance of Certificates .................................. 9
Plan Service Fees .......................................... 10
Tracking Your Investments .................................. 10
U.S. Federal Income Tax Information ........................ 11
Responsibility of Administrator and NationsBank
Corporation ................................................ 12
Miscellaneous
Stock Splits, Stock Dividends and Other Distributions ...... 13
Voting of Proxies .......................................... 13
Plan Modification or Termination .......................... 13
Change of Eligibility; Termination ........................ 13
Foreign Participation ...................................... 13
Available Information/Incorporation of Documents
by Reference ............................................ 14
Legal Matters .............................................. 15
Independent Accountants .................................... 15
Factors That May Affect Future Results .................... 15
</TABLE>

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NationsBank SharesDirect Plan

This Prospectus describes the new NationsBank SharesDirect Plan effective
January , 1998. The Plan promotes long-term ownership in NationsBank
Corporation by offering:

o A simple, cost-effective method for purchasing shares of NationsBank stock
directly from NationsBank;

o A way to increase your holdings in NationsBank by reinvesting your cash
dividends in NationsBank stock;

o The opportunity to purchase additional shares by making optional cash
investments.

You do not have to be a current shareholder of NationsBank to participate in
the Plan. You can purchase your first shares of NationsBank stock through the
Plan by making an initial investment of $1,000 or more, which includes an
initial transaction fee of $10. If you currently participate in the NationsBank
dividend reinvestment plan, you are automatically enrolled in the new Plan.

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NationsBank Corporation

NationsBank is a multi-bank holding company. Through its subsidiaries,
NationsBank provides financial products and services to individuals,
businesses, corporations, institutional investors and governmental agencies,
primarily throughout the Mid-Atlantic, Midwest, Southeast and Southwest.
NationsBank was incorporated in 1968 under the laws of the State of North
Carolina and the Bank Holding Company Act. Its principal executive offices are
located at NationsBank Corporate Center, 100 North Tryon Street, Charlotte,
North Carolina 28255.

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The NationsBank stock offered under the Plan is not
guaranteed or insured by any bank or government agency.

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THE PLAN

Summary of the Plan

- --ENROLLMENT: New shareholders can join by making an initial investment of at
least $1,000, which includes an initial transaction fee of $10. Shareholders
enrolled in the existing NationsBank Dividend Reinvestment and Stock Purchase
Plan are automatically enrolled in the new Plan. Existing NationsBank

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shareholders not enrolled in the dividend reinvestment plan can participate in
the new Plan by submitting a completed Enrollment Form. If your shares are held
in a brokerage account, you may participate directly by registering some or all
of your shares in your name.

- --OPTIONAL REINVESTMENT OF DIVIDENDS: You can reinvest all, a portion or none of
your cash dividends toward the purchase of additional shares of NationsBank
stock without paying trading fees.

- --OPTIONAL CASH INVESTMENTS: After you are enrolled in the Plan, you can buy
additional shares of NationsBank stock by investing a minimum of $50 at any one
time, up to $120,000 in the aggregate per calendar year. You can have your
payment automatically withdrawn from your bank account or pay by check.

- --FULL INVESTMENT: Full investment of your dividends is possible because the
Company will credit your account with both whole and fractional shares. As part
of the Plan, NationsBank pays dividends on both whole shares and fractional
shares.

- --SAFEKEEPING OF CERTIFICATES: You can deposit your NationsBank stock
certificates with NationsBank Shareholder Services for safekeeping at no cost to
you.

- --GIFTS OR TRANSFERS OF SHARES: You can give or transfer your NationsBank shares
to others through the Plan at no charge.

- --SELL SHARES CONVENIENTLY: If you choose to sell any of the NationsBank stock
held in your Plan account, you will pay fees lower than those typically charged
by stockbrokers.

- --TRACKING YOUR INVESTMENT: You will receive a statement or a notification after
each transaction. Statements provide the details of the transaction and show the
share balance in your Plan account.

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Administrator of the Plan

NationsBank has appointed The Chase Manhattan Bank to administer the Plan and
act as Agent for the participants. The Chase Manhattan Bank has designated its
affiliates, ChaseMellon Shareholder Services, L.L.C. and Chase Securities Inc.,
and other

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agents to perform certain services for the Plan. These companies will purchase
and hold shares of stock for Plan participants, keep records, send statements
and perform other duties required by the Plan. NationsBank reserves the right
to replace the Administrator at any time.

The Administrator may be contacted at NationsBank Shareholder Services as
detailed below.

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Inquiries: NationsBank Shareholder Services

For information about the NationsBank SharesDirect Plan:

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Call NationsBank Shareholder Services: 1-800-642-9855
Internet: www.chasemellon.com
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Written requests and notices should be mailed as follows:

Send correspondence and all requests except Optional Cash Investments to:

NationsBank Shareholder Services
P. O. Box 3336
South Hackensack, N.J. 07606-1936

Please include your daytime telephone number.

Send Optional Cash
Investments to:

NationsBank Shareholder Services
Optional Cash Investments
P. O. Box 382009
Pittsburgh, PA 15250-8009

Make check or money order payable to NationsBank Corporation in U.S.
dollars. Please use transaction stub at bottom of statement.

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Enrollment

You are eligible to participate in the Plan if you meet the requirements
outlined below. If you live outside the U.S., you should first determine if
there are any governmental regulations that would prohibit your participation
in the Plan.

(arrow) If you do not currently own any NationsBank stock, you can join the Plan
by making an initial investment of at least $1,000, but not more than $120,000.
You can get started in the Plan by returning a completed Enrollment Form to
NationsBank Shareholder Services along with your check or money order payable
to NationsBank Corporation. A $10 transaction fee will be deducted from your
initial investment. The Administrator will arrange for the purchase of shares
for your account, but will not pay interest on amounts held pending investment.
Please allow two weeks for your account to be established, initial shares to be
purchased and a statement to be mailed to you. (See "Purchase of Shares for the
Plan" on page 6.)

(arrow) If you already own NationsBank stock and the shares are registered in
your name, you may join the Plan by returning a completed Enrollment Form to
NationsBank Shareholder Services. Registered shareholders will not be charged
an initial transaction fee. If you have been participating in the existing
NationsBank Dividend Reinvestment and Stock Purchase Plan, you will be
automatically enrolled in the new NationsBank SharesDirect Plan and need not
send in an Enrollment Form or take any other action unless you want to make a
change.

(arrow) If your shares are held in a brokerage, bank or other intermediary
account, and you wish to participate directly in the Plan, you should direct
your broker, bank, or trustee to register some or all of your NationsBank
shares directly in your name. You can then get started in the Plan by returning
a completed Enrollment Form to NationsBank Shareholder Services. Registered
shareholders will not be charged an initial transaction fee.

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Investment Options

Once enrolled in the Plan, you have the following choices:

(arrow) OPTIONAL DIVIDEND REINVESTMENT: You can choose to reinvest all, a
portion or none of the regular cash dividends paid on your shares registered
with the Plan to purchase additional shares of NationsBank stock. You can change
your dividend reinvestment election at any time by notifying NationsBank
Shareholder Services. For a particular dividend to be reinvested, your
notification must be received five days prior to the record date for that
dividend. (The record date is normally 21 days prior to the payment date.)

If you elect to reinvest your dividends, you must choose one of the following
when completing the Dividend Reinvestment section of the Enrollment Form:

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Full Dividend Reinvestment
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Purchase additional shares by reinvesting all of your cash dividends.
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Partial Dividend Reinvestment
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If you choose to reinvest less than all of your dividends, you must
select one of the following options:
OPTION 1. Receive a cash dividend payment based on the
number of full shares you specify. Reinvest the dividends on all
remaining shares. This option allows you to receive a fixed
amount of cash each quarter (assuming the dividend per share
stays the same); or
OPTION 2. Reinvest dividends based on the number of full
shares you specify. Receive a cash dividend payment on all
remaining shares. This option allows you to receive an increasing
amount of cash each quarter (again, assuming the dividend per
share stays the same).
Deposit Cash Dividends Electronically: If you choose
partial dividend reinvestment, you can have all of your remaining
cash dividends deposited directly into your bank account instead
of receiving a check by mail -- just complete the appropriate
sections of the Enrollment Form or notify NationsBank
Shareholder Services. Direct Deposit Authorization Forms will be
acted upon as soon as possible after they are received. You can
change your designated bank account for direct deposit or
discontinue this feature by notifying NationsBank Shareholder
Services at least 14 days prior to a dividend record date.
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(arrow) OPTIONAL CASH INVESTMENTS: You can purchase additional shares of
NationsBank stock by using the Plan's optional cash investment feature. You
must invest at least $50 at any one time and cannot invest more than $120,000
in a calendar year. Interest will not be paid on amounts held pending
investment.

By Automatic Withdrawal from your Bank Account: If you wish to make
regular monthly optional cash investments, you can authorize an automatic
monthly withdrawal from your bank

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account. This feature enables you to make ongoing investments without writing a
check. Funds will be deducted from your account on the 15th day of each month.
If this date falls on a bank holiday or weekend, funds will be deducted on the
next business day. Please allow four to six weeks for the first automatic
monthly withdrawal to be initiated. You must notify NationsBank Shareholder
Services in writing to change or terminate automatic withdrawal.

By Check or Money Order: You may make optional cash investments by sending
a check or money order payable to NationsBank Corporation. Do not send cash.
Please mail the completed transaction stub located on the bottom of your
statement along with your investment to the address specified on the statement.

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Purchase of Shares

(arrow) Purchase Intervals: The Administrator will make arrangements to use
initial and optional cash investments to purchase NationsBank shares as promptly
as practical, but at least once each week. The Administrator will use reinvested
dividends to purchase shares on a quarterly basis. Purchases may be made over a
number of days to meet the requirements of the Plan.

(arrow) Source and Pricing of Shares: Shares needed to meet the requirements of
the Plan will either be purchased in the open market or issued directly by
NationsBank from authorized but unissued shares.

If the shares are purchased in the open market, your price per share will be
the weighted average price of shares purchased during the relevant period to
satisfy Plan requirements. Trading fees incurred by the Plan for purchases will
be paid by NationsBank and will be reported to you as taxable income. All
fractional shares are calculated to four decimals and are credited to your
account.

If the shares are purchased from NationsBank, your price per share will be the
average of the daily high and low sale prices quoted on the New York Stock
Exchange (NYSE) Composite Transactions listing for the day the shares are
purchased. All fractional shares are calculated to four decimals and are
credited to your account.

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(arrow) Timing and control: Because the Administrator will arrange for the
purchase of shares on behalf of the Plan, neither NationsBank nor any
participant in the Plan has the authority or power to control either the timing
or pricing of shares purchased or the selection of the broker making the
purchases. Therefore, you will not be able to precisely time your purchases
through the Plan and will bear the market risk associated with fluctuations in
the price of NationsBank stock. That is, if you send in an initial or optional
cash investment, it is possible that the market price of NationsBank stock could
go up or down before the broker purchases stock with your funds. In addition,
you will not earn interest on initial or optional cash investments for the
period before the shares are purchased.

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Sale of Shares

You can sell any number of shares held in your Plan account or book entry form
by notifying NationsBank Shareholder Services. The Administrator will make
arrangements to sell NationsBank stock as promptly as possible, but at least
once a week. Sales may be made more frequently if volume dictates.

The sale price will be the weighted average price of all shares sold for Plan
participants during the relevant period, as volume dictates. You will receive
the proceeds of the sale less (1) a $15 sales transaction fee, (2) the trading
fee of $0.08 per share charged in connection with the sale, and (3) any
required tax withholdings. (See "Plan Service Fees" on page 10.)

You can choose to sell your shares through a stockbroker of your choice, in
which case you should request a certificate for your shares from NationsBank
Shareholder Services. (See "Issuance of Certificates" on page 9.)

Please note that if your total holdings fall below one share, the Administrator
will liquidate the fractional share, remit the proceeds to you less any
applicable fees, and close your Plan account.

Timing and control: Because the Administrator will sell the shares on behalf of
the Plan, neither NationsBank nor any participant in the Plan has the authority
or power to control the timing or pricing of shares sold or the selection of
the broker making the sales. Therefore, you will not be able to precisely time
your sales through the Plan and will bear the market risk associated with

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fluctuation in the price of NationsBank stock. That is, if you send in a
request to sell shares, it is possible that the market price of NationsBank
stock could go down or up before the broker sells your shares. In addition, you
will not earn interest on the proceeds of a sales transaction.

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Safekeeping of Your Stock Certificates

Shares of NationsBank stock that you buy under the Plan will be maintained in
your Plan account for safekeeping. You will receive a periodic statement
detailing the status of your holdings. For more information, see "Tracking Your
Investments" on page 10.

Any NationsBank shareholder may use the Plan's "safekeeping" service to deposit
their NationsBank stock certificates at no cost. Because NationsBank and the
Administrator are responsible for the safekeeping of NationsBank stock
certificates deposited with the Plan, you no longer bear the risk and cost
associated with the loss, theft, or destruction of stock certificates so
deposited. With safekeeping, you have the option of receiving cash dividends,
reinvesting your dividends or taking advantage of the sale of shares feature of
the Plan. Certificates will be issued only upon written request to NationsBank
Shareholder Services. (See "Issuance of Certificates" on page 9.)

To use the safekeeping service, send your certificates to NationsBank
Shareholder Services by registered mail with written instructions to deposit
them in safekeeping. Do not endorse the certificates or complete the assignment
section.

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Gifts or Transfers of Shares

You can give or transfer NationsBank shares to anyone you choose by:

(arrow) Making an initial $1,000 cash investment to establish an account in
the recipient's name; or
(arrow) Submitting an optional cash investment on behalf of an existing
shareholder in the Plan in an amount not less than $50 nor more than
$120,000; or
(arrow) Transferring shares from your Plan account to the recipient.

You must transfer a whole number of shares unless you transfer your entire
account. You may transfer shares to new or existing shareholders. In order to
transfer the ownership of all or part of the whole shares of NationsBank stock
held in your Plan account, you must mail NationsBank Shareholder Services a
transfer request form along with a properly signed stock power. The stock power
form can be obtained from NationsBank Shareholder Services, a bank or a
stockbroker. You must have your signature guaranteed by a financial institution
participating in the Medallion Guarantee program. The Medallion Guarantee
program ensures that the individual signing the certificate is in fact the
registered owner as it appears on the stock certificate or stock power.
NationsBank Shareholder Services will automatically place such new accounts in
full dividend reinvestment status. The recipients of gifts or transfers, at
their discretion, may then elect another option. NationsBank Shareholder
Services will send recipients of gifts or transfers a notice of such transfer.

If you participate in dividend reinvestment and your request to either transfer
all of your shares or make a partial sale and transfer the balance of your
shares is received during the three business days prior to the dividend record
date, the processing of your request may be held until after your account is
credited with reinvested dividends. This hold period could be as long as four
weeks.

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Issuance of Certificates

You can withdraw all or some of the shares from your Plan account by notifying
NationsBank Shareholder Services.

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Certificates will be issued for whole shares only. In the event your request
involves a fractional share, a check for the value of the fractional share
(less any applicable fees) will be mailed to you. Please allow two to three
weeks to process your request.

Certificates will be issued in the name(s) in which the account is registered,
unless otherwise instructed. In addition, checks will be made payable to the
name(s) in which the account is registered, unless otherwise instructed. If the
certificate is issued in a name other than your Plan account registration, the
signature on the instructions or stock power must be guaranteed by a financial
institution participating in the Medallion Guarantee program, as described
above.

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Plan Service Fees

Initial Transaction Fee for new investors...............$10.00 per new account
Optional Reinvestment of Dividends...................................No Charge
Optional Cash Investments via check
or automatic investment.............................................No Charge
Sale of Shares (partial or full)
Transaction Fee..................................$15.00 per sale transaction
Trading Fee..............................$0.08 per share or fractional share
Gift or Transfer of Shares...........................................No Charge
Safekeeping of Stock Certificates....................................No Charge
Certificate Issuance.................................................No Charge
Returned checks...............................................$25.00 per check
Duplicate Statements
Current year.......................................................No Charge
Prior year(s)........................$10.00 flat fee per request per account

The Administrator will deduct the applicable fees from either the initial
investment or proceeds from a sale. All fees set forth above are subject to
change following appropriate notice to Plan participants.

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Tracking Your Investments

If you participate in dividend reinvestment, NationsBank Shareholder Services
will mail you a quarterly statement showing all transactions (shares, amounts
invested, purchase prices) for your account including year-to-date and other
account information. Supplemental statements or notices will be sent when you
make an initial or optional cash investment or a deposit, transfer or
withdrawal of shares.

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If you do not participate in dividend reinvestment, NationsBank Shareholder
Services will mail you a statement or notice confirming any transactions you
make.

If you continue to be enrolled in the Plan, but have no transactions,
NationsBank Shareholder Services will mail you an annual statement of your
holdings.

Please retain your statements to establish the cost basis of shares purchased
under the Plan for income tax and other purposes.
You should notify NationsBank Shareholder Services promptly of any change in
address since all notices, statements and reports will be mailed to your
address of record.

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U.S. Federal Income Tax Information

Cash dividends reinvested under the Plan will be taxable as having been
received by you even though you have not actually received them in cash. You
will receive an annual statement from the Administrator indicating the amount
of reinvested dividends reported to the U.S. Internal Revenue Service as
dividend income. The statement will also reflect as income any trading fees
paid by NationsBank on your behalf for purchases of shares.

You will not realize gain or loss for U.S. Federal income tax purposes upon the
transfer of shares to the Plan, the transfer of shares to another recipient by
gift or otherwise under the Plan, or upon the withdrawal of whole shares from
the Plan. You will, however, generally realize gain or loss upon the sale of
shares (including the receipt of cash for fractional shares) held in the Plan.
Similarly, any recipient of a gift or transfer of shares under the Plan will
generally realize gain or loss upon the sale of any of the shares so
transferred.

In the case of Plan participants whose dividends are subject to Federal income
tax withholding, or backup withholding, dividends will be invested net of the
amount of tax to be withheld.

The above summary is not a comprehensive summary of all of the tax
considerations that may be relevant to a participant in the Plan. Therefore,
you are urged to consult your tax advisors regarding the consequences of
participation in the Plan.

<PAGE>

You should rely only on the information incorporated by reference or provided
in this prospectus or in any prospectus supplement. NationsBank has authorized
no one to provide you with different information. NationsBank is not making an
offer to sell stock in any state or country where the offer is not permitted.
You should not assume that the information in this prospectus or the
prospectus supplement is accurate as of any date other than the date of the
document.
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Responsibility of Administrator and NationsBank

Neither NationsBank nor the Administrator will be liable for any act they do in
good faith or for any good faith omission to act. This includes, without
limitation, any claims of liability for:

o failure to terminate your account upon your death prior to receiving
written notice of such death; or

o relating to purchases or sales prices reflected in your Plan account or
the dates of purchases or sales of your Plan shares; or

o for any fluctuation in the market value after purchase or sale of shares.

The payment of dividends is at the discretion of the NationsBank Board of
Directors and will depend upon future earnings, the financial condition of
NationsBank and other factors. The Board may change the amount and timing of
dividends at any time without notice.

Neither NationsBank nor the Administrator can assure you a profit or protect
you against a loss on the shares you purchase under the Plan.

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Miscellaneous

Stock Splits, Stock Dividends and Other Distributions
In the event dividends are paid in NationsBank stock, or if NationsBank stock
is distributed in connection with any stock split or similar transaction, each
account will be adjusted to reflect the receipt of the stock so paid or
distributed.

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Voting of Proxies
NationsBank will mail you proxy materials including a proxy card representing
both the shares for which you hold certificates and the shares, full and
fractional, in your Plan account. The proxy will be voted as indicated by you.
If you do not return the proxy card or if you return it unsigned, none of your
shares will be voted.

Plan Modification or Termination
NationsBank reserves the right to suspend, modify or terminate the Plan at any
time. You will receive notice of any such suspension, modification or
termination. NationsBank and the Administrator also reserve the right to change
any administrative procedures of the Plan.

Change of Eligibility; Termination
NationsBank reserves the right to deny, suspend or terminate participation by a
shareholder who is using the Plan for purposes inconsistent with the intended
purpose of the Plan. In such event, NationsBank Shareholder Services will
notify you in writing and will continue to safekeep your shares but will no
longer accept optional cash investments or reinvest your dividends. NationsBank
Shareholder Services will issue a certificate to you upon written request.

Foreign Participation
If you live outside of the U.S., you should first determine if there are any
laws or governmental regulations that would prohibit your participation in the
Plan. NationsBank reserves the right to terminate participation of any
shareholder if it deems it advisable under any foreign laws or regulations.

Available Information/Incorporation of Documents
by Reference
NationsBank files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any reports, statements or other information NationsBank files at the SEC's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. NationsBank SEC filings are also available to the public
from commercial document retrieval services and at the website maintained by the
SEC at "http://www.sec.gov."

<PAGE>

The SEC allows NationsBank to "incorporate by reference" the information it
files with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. The documents listed below and
any future filings made with the SEC under Section 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934 until the Plan is terminated comprise
the incorporated documents:

(a) Annual Report on Form 10-K for the year ended December 31, 1996;

(b) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997;

(c) Current Reports on Form 8-K for January 16, 1997, February 3, 1997, March
28, 1997, April 21, 1997, April 22, 1997, July 3, 1997, July 10, 1997, July
18, 1997, September 12, 1997, as amended on November 12, 1997 and October
20, 1997; and

(d) The description of the NationsBank Common Stock contained in the
NationsBank registration statement filed pursuant to Section 12 of the
Securities Exchange Act of 1934 as modified by the NationsBank Current
Report on Form 8-K filed September 21, 1994.

Upon request NationsBank will provide, without charge, a copy of any or all of
the documents incorporated by reference in this document (other than exhibits
to such documents, unless the exhibits are specifically incorporated by
reference in such documents). Your requests for copies should be directed to
Shareholder Relations, NationsBank Corporation, NationsBank Corporate Center,
Corporate Treasury Division, Charlotte, North Carolina 28255 (Telephone: (704)
386-5972).

Legal Matters
Mr. Paul J. Polking, Executive Vice President and General Counsel of
NationsBank Corporation, has given his opinion regarding the validity of the
NationsBank stock covered by this Prospectus. Mr. Polking owns common stock and
is eligible to participate in the Plan.

<PAGE>

Independent Accountants
The financial statements of NationsBank Corporation are incorporated in this
Prospectus by reference to its Annual Report on Form 10-K for the year ended
December 31, 1996, in reliance on the report of Price Waterhouse LLP,
independent accountants. Price Waterhouse LLP gave this report on its authority
as experts in auditing and accounting.

Factors That May Affect Future Results
Please keep in mind that the information delivered to you with this Prospectus,
as well as the annual, quarterly and special reports and other information
filed by NationsBank with the Securities and Exchange Commission, contain
forward-looking statements which involve various uncertainties. These
uncertainties could cause actual NationsBank results to be materially different
from the forward-looking statements. When reading any of these documents, you
should consider all of the risks and uncertainties that are discussed, and you
should not rely solely on forward-looking statements made by NationsBank.

Factors that could cause actual results to be materially different from
forward-looking statements include: (1) interest rate, market and monetary
fluctuations, (2) monetary and fiscal policies and laws, (3) inflation, (4)
general economic conditions, (5) competition and economic conditions in
NationsBank regions and industries, (6) new products, (7) mergers and
acquisitions, and (8) the ability of NationsBank to manage these and other
risks.

<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following expenses will be incurred in connection with the offering.

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee ...... $113,086
Accounting Fees and Expenses .............................. $ 4,000
Legal Fees and Expenses ................................. $ 2,000
Printing and Engraving Expenses ........................... $200,000
Design Expenses .......................................... $ 30,000
Miscellaneous Expenses .................................... $ 2,000
--------
Total ................................................... $351,086
--------
</TABLE>

All of the above items, except the registration fee, are estimated.

Item 15. Indemnification of Directors and Officers.

There are no provisions in the registrant's Articles of Incorporation, and
no contracts between the registrant and its directors and officers nor
resolutions adopted by the registrant, relating to indemnification. The
registrant's Articles of Incorporation prevent the recovery by the registrant
of monetary damages against its directors. However, in accordance with the
provisions of the North Carolina Business Corporation Act (the "Act"), the
registrant's Bylaws provide that, in addition to the indemnification of
directors and officers otherwise provided by the Act, the registrant shall,
under certain circumstances, indemnify its current or former directors and
officers against any and all liability and litigation expense, including
reasonable attorney's fees, arising out of their status or activities as
directors and officers, except for liability or litigation expense incurred on
account of activities that were at the time known or believed by such director
or officer to be clearly in conflict with the best interests of the registrant.
Pursuant to such Bylaw, the registrant may also maintain insurance on behalf of
its directors and officers against liability asserted against such persons in
such capacity whether or not such directors or officers have the right to
indemnification pursuant to the Bylaw or otherwise.

Sections 55-8-50 through 55-8-58 of the Act contain provisions prescribing
the extent to which directors and officers shall or may be indemnified. Section
55-8-51 of the Act permits a corporation, with certain exceptions, to indemnify
a present or former director against liability if (i) the director conducted
himself in good faith, (ii) the director reasonably believed (x) that the
director's conduct in the director's official capacity with the corporation was
in its best interests and (y) in all other cases the director's conduct was at
least not opposed to the corporation's best interests, and (iii) in the case of
any criminal proceeding, the director had no reasonable cause to believe the
director's conduct was unlawful. A corporation may not indemnify a director in
connection with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in connection with a
proceeding charging improper personal benefit to the director. The above
standard of conduct is determined by the board of directors, or a committee or
special legal counsel or the shareholders as prescribed in Section 55-8-55.

Sections 55-8-52 and 55-8-56 of the Act require a corporation to indemnify
a director or officer in the defense of any proceeding to which the director or
officer was a party against reasonable expenses when the director or officer is
wholly successful in the director's or officer's defense, unless the articles
of incorporation provide otherwise. Upon application, the court may order
indemnification of the director or officer if the director or officer is
adjudged fairly and reasonably so entitled under Section 55-8-54.

In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles of
incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf
of these individuals.

The foregoing is only a general summary of certain aspects of North
Carolina law dealing with indemnification of directors and officers and does
not purport to be complete. It is qualified in its entirety by reference to the
relevant statutes, which contain detailed specific provisions regarding the
circumstances under which and the person for whose benefit indemnification
shall or may be made and accordingly are set forth in Exhibit 99.10 hereto and
incorporated herein by reference.

II-1

<PAGE>

Item 16. Exhibits.

<TABLE>
<S> <C>
3.1 Restated Articles of Incorporation of registrant, as in effect on the date hereof, incorporated by
reference to Exhibit 3.1 of registrant's Current Report on Form 8-K dated December 31, 1996.
3.2 Amended and restated Bylaws of registrant, as in effect on the date hereof, incorporated by
reference to Exhibit 3(b) of registrant's Annual Report on Form 10-K dated March 29, 1996.
5.1 Opinion of Counsel to the registrant as to the legality of shares.*
23.1 Consent of Paul J. Polking, Executive Vice President and General Counsel (included in
Exhibit 5).*
23.2 Consent of Price Waterhouse LLP.
24.1 Power of Attorney.
24.2 Certified resolutions.
99.1 Provisions of North Carolina law regarding indemnification of directors and officers
(incorporated herein by reference to Exhibit 99.1 of the NationsBank Corporation Registration
Statement on Form S-3, Registration No. 33-63097).
99.2 Additional Materials to be Mailed with NationsBank SharesDirect Plan Prospectus.
</TABLE>

- ----------
* Previously filed.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(a) (1) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post- effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be determined
to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issues.

II-2

<PAGE>

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-3 and has duly caused this Post-Effective
Amendment No. 2 to 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 December 17, 1997.

NATIONSBANK CORPORATION
(Registrant)

By: *
----------------------------------------

Hugh L. McColl, Jr.
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to this Registration Statement has been signed
by the following persons in the capacities indicated on this 17th day of
December, 1997.

<TABLE>
<CAPTION>
Signature Capacity
- --------------------------------------- -----------------------------------------------------
<S> <C>
* Chief Executive Officer and Director (Principal
- -------------------------------------
Hugh L. McColl, Jr. Executive Officer)
* Vice Chairman and Chief Financial Officer (Principal
- -------------------------------------
James H. Hance, Jr. Financial Officer)
* Executive Vice President (Principal Accounting
- -------------------------------------
Marc D. Oken Officer)
* Chairman of the Board and Director
- -------------------------------------
Andrew B. Craig, III
* Director
- -------------------------------------
Ray C. Anderson
* Director
- -------------------------------------
William M. Barnhardt
* Director
- -------------------------------------
B.A. Bridgewater, Jr.
* Director
- -------------------------------------
Thomas E. Capps
* Director
- -------------------------------------
Charles W. Coker
* Director
- -------------------------------------
Thomas G. Cousins
* Director
- -------------------------------------
Alan T. Dickson
</TABLE>

II-3

<PAGE>

<TABLE>
<CAPTION>
Signature Capacity
- --------------------------------------- ---------
<S> <C>
* Director
- -------------------------------------
Paul Fulton
Director
- -------------------------------------
Timothy L. Guzzle
* Director
- -------------------------------------
C. Ray Holman
* Director
- -------------------------------------
W. W. Johnson
* Director
- -------------------------------------
Russell W. Meyer
* Director
- -------------------------------------
Richard B. Priory
* Director
- -------------------------------------
John C. Slane
* Director
- -------------------------------------
O. Temple Sloan, Jr.
* Director
- -------------------------------------
John W. Snow
* Director
- -------------------------------------
Meredith R. Spangler
* Director
- -------------------------------------
Albert E. Suter
* Director
- -------------------------------------
Ronald Townsend
* Director
- -------------------------------------
Jackie M. Ward
* Director
- -------------------------------------
Virgil R. Williams
</TABLE>

*By: /s/ CHARLES M. BERGER
---------------------------------
Charles M. Berger

Attorney-in-fact

II-4

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 (Registration
Statement No. 33-44826) of NationsBank Corporation of our report dated January
10, 1997, which appears on page 48 of the 1996 Annual report to Shareholders of
NationsBank Corporation, which is incorporated by reference in NationsBank
Corporation's Annual Report on Form 10-K for the year ended December 31, 1996.
We also consent to the reference to us under the heading "INDEPENDENT
ACCOUNTANTS" in such Prospectus.

/S/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Charlotte, North Carolina
December 16, 1997

<PAGE>
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) all documents in support of the
Post-Effective Amendment No. 2 to the Registration Statement of said
NationsBank Corporation on Form S-3 relating to the NationsBank SharesDirect
Plan, Registration No. 33-44826, or supplemental thereto and any and all
amendments, including any and all pre-effective and post-effective amendments,
to the foregoing (hereinafter collectively called the "Registration
Statement"), 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 Statement under such
securities laws, regulations and 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 Statement 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.

<PAGE>

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: December 16, 1997

<TABLE>
<CAPTION>
Signature Capacity Date
- --------------------------------------- ------------------------------ ------------------
<S> <C> <C>
/s/ HUGH L. MCCOLL, JR. Chief Executive Officer December 16, 1997
- -------------------------------------
Hugh L. McColl, Jr. (Principal Executive Officer)
/s/ JAMES H. HANCE, JR. Chief Financial Officer December 16, 1997
- -------------------------------------
James H. Hance, Jr. (Principal Financial Officer)
/s/ MARC D. OKEN Executive Vice President December 16, 1997
- -------------------------------------
Marc D. Oken (Principal Accounting
Officer)
/s/ ANDREW B. CRAIG, III Chairman of the Board December 16, 1997
- -------------------------------------
Andrew B. Craig, III and Director
/s/ RAY C. ANDERSON Director December 16, 1997
- -------------------------------------
Ray C. Anderson
/s/ WILLIAM M. BARNHARDT Director December 16, 1997
- -------------------------------------
William M. Barnhardt
/s/ B.A. BRIDGEWATER, JR. Director December 16, 1997
- -------------------------------------
B.A. Bridgewater, Jr.
/s/ THOMAS E. CAPPS Director December 16, 1997
- -------------------------------------
Thomas E. Capps
/s/ CHARLES W. COKER Director December 16, 1997
- -------------------------------------
Charles W. Coker
/s/ THOMAS G. COUSINS Director December 16, 1997
- -------------------------------------
Thomas G. Cousins
/s/ ALAN T. DICKSON Director December 16, 1997
- -------------------------------------
Alan T. Dickson
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Signature Capacity Date
- --------------------------------------- ---------- ------------------
<S> <C> <C>
/s/ PAUL FULTON Director December 16, 1997
- -------------------------------------
Paul Fulton
Director December , 1997
- -------------------------------------
Timothy L. Guzzle
/s/ C. RAY HOLMAN Director December 16, 1997
- -------------------------------------
C. Ray Holman
/s/ W.W. JOHNSON Director December 16, 1997
- -------------------------------------
W.W. Johnson
/s/ RUSSELL W. MEYER Director December 16, 1997
- -------------------------------------
Russell W. Meyer
/s/ RICHARD B. PRIORY Director December 16, 1997
- -------------------------------------
Richard B. Priory
/s/ JOHN C. SLANE Director December 16, 1997
- -------------------------------------
John C. Slane
/s/ O. TEMPLE SLOAN, JR. Director December 16, 1997
- -------------------------------------
O. Temple Sloan, Jr.
/s/ JOHN W. SNOW Director December 16, 1997
- -------------------------------------
John W. Snow
/s/ MEREDITH R. SPANGLER Director December 16, 1997
- -------------------------------------
Meredith R. Spangler
/s/ ALBERT E. SUTER Director December 16, 1997
- -------------------------------------
Albert E. Suter
/s/ RONALD TOWNSEND Director December 16, 1997
- -------------------------------------
Ronald Townsend
/s/ JACKIE M. WARD Director December 16, 1997
- -------------------------------------
Jackie M. Ward
/s/ VIRGIL R. WILLIAMS Director December 16, 1997
- -------------------------------------
Virgil R. Williams
</TABLE>

<PAGE>

EXHIBIT 24.2

NATIONSBANK CORPORATION

BOARD OF DIRECTORS
RESOLUTIONS

ADOPTION OF THE NATIONSBANK SHARESDIRECT PLAN

December 16, 1997

WHEREAS, the Dividend Reinvestment and Stock Purchase Plan (the "DRSPP")
has been in existence since its adoption in 1979, and was last amended in 1995;
and

WHEREAS, it is deemed to be in the best interests of NationsBank
Corporation ("the Corporation") to replace the DRSPP with a new NationsBank
SharesDirect Plan (the "Direct Purchase Plan") to make it easier for investors
to buy Common Stock directly from the Corporation and provide certain other
services currently not available to holders of the Common Stock;

NOW, THEREFORE, BE IT:

RESOLVED, that the proper officers of the Corporation be, and they hereby
are, authorized, empowered and directed to cause the Corporation to adopt and
establish the Direct Purchase Plan containing the design, terms and features
set forth on Exhibit A attached hereto, subject to such additions,
modifications, deletions and changes to the Direct Purchase Plan as the proper
officers of the Corporation may deem necessary or appropriate; and

FURTHER RESOLVED, that the proper officers and directors of the
Corporation be, and each of them hereby is, authorized, in the name and on
behalf of the Corporation, to prepare, execute and file, or cause to be
prepared and filed, with the Securities and Exchange Commission (the
"Commission") a Post-Effective Amendment No. 2 to the Registration Statement
No. 33-44826 on Form S-3 (the "Post-Effective Amendment"), and any subsequent
registration statements on Form S-3 relating to the Direct Purchase Plan, under
the Securities Act of 1933, as amended (collectively, the "Registration
Statements"), so as to make the shares of Common Stock currently available for
issuance under the DRSPP (the "Shares") available for issuance under the Direct
Purchase Plan, with full power and authority to make such changes or additions
thereto as any of them may approve, such approval to be conclusively evidenced
by the filing thereof, and to prepare, execute and cause to be filed any
amendments to such Registration Statements (including, without limitation,
post-effective amendments), together with all documents required as exhibits to
such Registration Statements or any amendments or supplements thereto,
including any and all solicitation materials utilized in connection with the
mailing of the Direct Purchase Plan Prospectus, and all certificates, letters,
instruments, applications, and any other documents which may be required to be
filed with the Commission and to take any and all action with respect to the
foregoing as they, in their discretion, shall deem necessary or advisable, with
the taking of such action conclusively establishing the validity thereof; and

FURTHER RESOLVED, that James W. Kiser and Charles M. Berger are, each of
them with full power to act without the other, authorized and empowered to sign
the Post-Effective Amendment or any other amendment to the aforesaid
Registration Statements on behalf of and as attorneys for the Corporation and
on behalf of and as attorneys for any of the following persons: the Chief
Executive Officer, the Principal Financial Officer, the Chief Accounting
Officer, and any other officer of the Corporation; and

FURTHER RESOLVED, that Paul J. Polking is hereby designated as Agent for
Service of the Corporation with all such powers as are provided by the Rules
and Regulations of the Commissions; and

FURTHER RESOLVED, that the appropriate officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed, in the name of and
on behalf of the Corporation, to take all such actions and to execute all such
documents as such officers may deem necessary or appropriate for compliance
with the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended, in connection with the Direct Purchase Plan; and

<PAGE>

FURTHER RESOLVED, that the appropriate officers of the Corporation be, and
each of them hereby is, authorized and directed to take, or cause to be taken,
any and all action necessary to effect the listing of the Shares on the New
York Stock Exchange (the "NYSE"), the Pacific Stock Exchange (the "PSE") and
the London Stock Exchange ("LSE"), including, without limitation, the
preparation, execution and filing of all necessary applications, documents,
forms and agreements with the NYSE, PSE and LSE, the payment by the Corporation
of all required filing or application fees to the NYSE, PSE, and LSE and the
appearance of any such officer (if requested) before officials of the NYSE,
PSE, and LSE; and

FURTHER RESOLVED, that it is desirable and in the best interest of the
Corporation that the Shares be qualified or registered for sale in various
states and certain foreign jurisdictions (if applicable); that the appropriate
officers of the Corporation be, and each of them hereby is, authorized to
determine the states and foreign jurisdictions (if any) in which appropriate
action shall be taken to qualify or register for sale all or such part of such
Shares as said officers may deem advisable; that said officers be, and each of
them hereby is, authorized to perform on behalf of the Corporation any and all
such acts as they may deem necessary or advisable in order to comply with the
applicable laws of any such states or foreign jurisdictions, and in connection
therewith to execute and file all requisite papers and documents, including,
but not limited to, applications, reports, surety bonds, irrevocable consents
to and appointments of attorneys for the purpose of receiving and accepting
service of process and the execution by such officers of any such paper or
document or the doing by them of any act in connection with the foregoing
matters shall conclusively establish their authority therefor from the
Corporation and the approval and ratification by the Corporation of the papers
and documents so executed and the action so taken; and

FURTHER RESOLVED, that, upon the issuance thereof under the Direct
Purchase Plan, the Shares shall be deemed to be fully paid and non-assessable
and the holders of the Shares shall be subject to no further call or liability
with respect thereto; and

FURTHER RESOLVED, that the foregoing officers be, and each of them hereby
is, authorized, empowered and directed to do any and all things which in their
judgment may be necessary or appropriate in order to obtain a permit,
exemption, registration or qualification for, and a dealer's license with
respect to, the distribution of the Shares in accordance with and pursuant to
the terms of the Direct Purchase Plan, under the securities or insurance laws
of any one or more of the states as such officers may deem advisable, and in
connection therewith to execute, acknowledge, verify, deliver, file and publish
all applications, reports, resolutions, consents, consents to service of
process, powers of attorneys, commitments and other papers and instruments as
may be required under such laws and to take any and all further action which
they may deem necessary or appropriate in order to secure and to maintain such
permits, exemptions, registrations and qualifications in effect for so long as
they shall deem in the best interests of the Corporation; and

FURTHER RESOLVED, that Chase Mellon Shareholder Services, L.L.C. ("Chase
Mellon") be, and it hereby is, initially appointed Transfer Agent and Registrar
for the Shares to be offered under the Direct Purchase Plan, and that Chase
Mellon be, and it hereby is, vested with all the power and authority as
Transfer Agent and Registrar with respect to the Shares as it has heretofore
been vested with for the shares of Common Stock currently issued and
outstanding; and

FURTHER RESOLVED, that the appropriate officers of the Corporation be, and
each of them hereby is, authorized, in the name and on behalf of the
Corporation, to subsequently appoint an entity or entities other than Chase
Mellon to serve as Transfer Agent and Registrar for the Shares to be offered
under the Direct Purchase Plan as such officers may deem necessary or advisable
from time to time, and any such subsequently appointed Transfer Agent and
Registrar, upon being duly appointed, shall be vested with all the power and
authority as Transfer Agent and Registrar with respect to the Shares as Chase
Mellon has been vested with herein; and

FURTHER RESOLVED, that the Board of Directors of the Corporation hereby
adopts, as if expressly set forth herein, the form of any resolution required
by any authority to be filed in connection with any applications, consents to
service, issuer's covenants or other documents, applications, reports or
filings relating to the foregoing resolutions if (i) in the opinion of the
officers of the Corporation executing same, the adoption of such resolutions is
necessary or desirable, and (ii) the Secretary or an Assistant Secretary of the
Corporation evidences such adoption by inserting in the minutes of this meeting
copies of such resolutions, which will thereupon be deemed to be adopted by the
Board of Directors of the Corporation with the same force and effect as if
presented at this meeting; and

<PAGE>

Further Authority and Ratification

NOW, THEREFORE, BE IT:

RESOLVED, that the appropriate officers of the Corporation hereby are
authorized, empowered and directed to do any and all things necessary,
appropriate or convenient to carry into effect the foregoing resolutions,
including the execution and delivery of all such instruments, agreements,
certificates, reports, applications, notices, letters and other documents and
the payment of the necessary fees and expenses; and

FURTHER RESOLVED, that any and all actions heretofore taken by any of the
directors, officers, representatives or agents of the Corporation or any of its
affiliates in connection with the Direct Purchase Plan or otherwise referred to
in the foregoing resolutions hereby are ratified, confirmed and approved in all
respects as the acts and deeds of the Corporation.

<PAGE>

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 copy of a
resolution duly adopted by a majority of the entire Board of Directors of said
Corporation at a meeting of said Board of Directors held on December 16, 1997,
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 16th day of December, 1997.

(SEAL)

/s/ ALLISON L. GILLIAM
-----------------------------------

Assistant Secretary

<PAGE>
Letter 1 Copy: [NationsBank Letterhead] BARNETT SHAREHOLDERS

January x, 1998

Dear Fellow Shareholder:

I am pleased to welcome you as a shareholder in NationsBank. We appreciate the
trust you have placed in us and will endeavor to maintain that confidence
through strong financial performance.

I would like to invite you to enroll in the NATIONSBANK SHARESDIRECT
PLAN. It offers some very powerful advantages for building your holdings
in NationsBank stock over time.

FLEXIBILITY. You can set up an automatic monthly bank withdrawal for regular
purchases, or you may simply write us a check. And, you also have the option of
reinvesting your dividends--probably the easiest way to purchase new shares.

COST SAVINGS. Buying stock directly from NationsBank offers a substantial
savings on brokers' fees and commissions.

SIMPLICITY. It's easy to get started. Everything you need to enroll is in this
package.

The enclosed brochure provides a Prospectus and information about the
NationsBank SharesDirect Plan. Please read it carefully before making your
decision. If you have any questions about the Plan please call us at
1-800-642-9855.

As always, I welcome your ideas and suggestions.

Sincerely,

Hugh L. McColl, Jr.

<PAGE>
Letter 2 Copy: [NationsBank Letterhead] NATIONSBANK SHAREHOLDERS

January x, 1998

Dear Fellow Shareholder:

I am pleased to introduce the NATIONSBANK SHARESDIRECT PLAN. It replaces the
NationsBank Dividend Reinvestment and Stock Purchase Plan and offers you
some powerful new investment alternatives.

AUTOMATIC SHARE PURCHASE. You may buy additional shares with an automatic
monthly bank withdrawal or with a check. And, you also have the option of
reinvesting your dividends--probably the easiest way to purchase new shares.

NEW FLEXIBILITY. Shareholders can purchase up to $120,000 of stock a year. You
can buy or sell stock weekly, if you desire.

No matter how you choose to take advantage of the benefits of our new Plan, it
is the easiest, most cost-effective way to build your holdings in NationsBank
over time. We are pleased to offer this package to you to help you reach your
financial goals.

The enclosed brochure provides a Prospectus and information about the
NationsBank SharesDirect Plan. Please read it carefully before making your
decision. If you do not want to make any changes, you do not need to take any
action. You can use the enrollment form in the brochure if you are going to use
any of the new features. If you have any questions about the Plan please call us
at 1-800-642-9855.

As always, I look forward to your ideas and suggestions.

Sincerely,

Hugh L. McColl, Jr.

<PAGE>
Letter 3 Copy: [NationsBank Letterhead] NEW PROSPECTS

January x, 1998

Dear Investor:

Thank you for inquiring about the NATIONSBANK SHARESDIRECT PLAN. Buying our
stock has never been easier. This Plan offers the independent investor powerful
advantages.

INITIAL PURCHASE. You can buy your very first shares in NationsBank by
enrolling in this Plan. From then on you can build your holdings with
additional cash investments and dividend reinvestment.

COST SAVINGS. Buying shares directly from NationsBank offers a substantial
savings on brokers' fees and commissions.

SIMPLICITY. It's easy to get started. All you need to do is fill out one simple
enrollment form.

I thank you for your interest in NationsBank and I invite you to take advantage
of the NationsBank SharesDirect Plan.

Sincerely,

Hugh L. McColl, Jr.

<PAGE>

NationsBank SharesDirect Plan
(NationsBank Logo)(tm)

<PAGE>

THE NATIONSBANK SHARESDIRECT PLAN AND COMPANY OVERVIEW

"Today, in my opinion, our company has an unmatched franchise--that means
leading market shares in some of the fastest growing areas of the country, a
highly competitive selection of products, many of the best locations and the
capital to invest in research and development to build the bank of the
future...We are highly optimistic -- because the future of our company is a bet
on the future of our nation."

Hugh L. McColl, Jr.

NationsBank Chief Executive Officer
Shareholder
(NationsBank Logo)(tm)
<PAGE>
The NationsBank SharesDirect Plan

Just as NationsBank is a leader in financial services, the NationsBank
SharesDirect Plan is an innovative investment tool. Flexible and simple,
this Plan offers previously unavailable financial opportunities for you
to build your investment in NationsBank.

Advantages of NationsBank SharesDirect Plan
Convenience
Just as new technologies and information channels have made banking more
convenient, direct stock purchase plans like ours make the purchase of stock
more convenient.

Automatic purchases can be established through the dividend reinvestment
feature. Or you can purchase NationsBank stock monthly through automatic
deductions from your account at any U.S. financial institution. Or, if you
prefer, you can send a check or money order to purchase additional shares of
NationsBank stock.

Flexibility
The NationsBank SharesDirect Plan allows you to cost-effectively make smaller
stock purchases than traditional investment methods. After your intitial
investment, you can invest as little as $50 per purchase, giving you the
advantage of increasing your holdings in NationsBank gradually over time.

Savings
With direct stock purchases through this Plan, you can enjoy significant savings
on brokerage fees when you purchase NationsBank stock.

Simple
It's easy. There's just one form to complete.

This plan also offers you a disciplined investment strategy that is easy to set
up and easy to perpetuate. For many, this will be its greatest asset. For
seasoned investors, it's a hasslefree addition to any portfolio. For investors
just getting started, it's a convenient and economical way to begin making
regular investments.

"One thing we've learned is that relationships with existing customers
represent our greatest opportunity. The challenge for banks is to sell more
products to more customers...in order to achieve deeper relationships. And while
doing it to create an experience for customers that makes their lives better
and easier, and helps them fulfill their goals and dreams."

Kenneth D. Lewis
NationsBank President
Shareholder

<PAGE>

NationsBank. A Growing Franchise

At NationsBank, our goal is to be the premier banking franchise in the country.
Indeed, NationsBank is recognized as the country's first truly multi-regional
banking company. Yet, being a top U.S banking company means something more to
our customers and to you, our shareholders.

Becoming the premier banking franchise in the country means providing unmatched
services and products for our customers. By combining our strengths across the
franchise, NationsBank has the size, scale and ability to serve our customers
when, where and how they want.

To you, as a shareholder, this commitment portends opportunity. As we've grown,
we've focused on innovation, effectiveness and efficiency, maximizing our
strengths while eliminating unprofitable business lines and inefficient
practices.

NationsBank. A Promising Future.

At NationsBank, we learned an important lesson early on: in order to take care
of our shareholders we must always take care of the customer. Our goal is to
lead the markets and businesses in which we choose to compete, and to make a
difference in the lives of our customers and communities.

The NationsBank core franchise already spans some of the fastest growing parts
of America, covering the mid-Atlantic, South, lower Midwest, and Southwest. With
this strategic presence, we intend to serve more new customers over the next
decade than any other U.S. bank. And our capabilities mean that we can serve
those customers with a wide range of leading products, services, convenience
and delivery channels.

Our customers tell us that they want a variety of banking options. And we
listen. We locate our ATMs and service centers close to where our customers
work, live and shop: inside malls, airports and college campuses, as well as in
many grocery store banking centers. Our customers can access NationsBank by
using the phone, the Internet or our PC-banking service, 24 hours a day, seven
days a week.

The story is similar with our business customers. To help them reach their
corporate goals, we act as a financial partner, providing everything from
corporate checking to debt and equity services. We are the largest small
business lender in the country. In fact, we are the leading bank serving middle
market customers throughout our franchise, with twice as many customers as our
nearest competitor.

<PAGE>

NationsBank. Financial Results.

Historically, an investment in NationsBank has outperformed the Standard & Poor
500 Index every year.

CHART: (Total Return to Shareholders, five-, ten-, and fifteen-year.)

5-YEAR 10-YEAR 15-YEAR
1991-96 1986-96 1981-96
Standard & Poors 500 15% 15% 17%
NationsBank 23% 21% 23%

CHART COPY:
Total return to shareholders equals compound annual growth rate of stock price
and dividends, (reinvested annually for 5, 10, 15 year comparisons).
Past performance is no guarantee of future results.

CHART: (Primary Earnings Per Share, 5, 10 and 15 year.)

5-YEAR 10-YEAR 15-YEAR
1991-96 1986-96 1981-96
NationsBank 32% 13% 13%

CHART COPY:
Excludes merger restructuring charges and accounting changes.
Returns are based on originally reported results.

<PAGE>

"We are proud of the way we have redefined your company over the past decade
while delivering earnings growth and returns to you, the shareholder. We look
forward to many more years of further growth and profitability."

James H. Hance, Jr.
NationsBank Vice Chairman and Chief Financial Officer
Shareholder

Vision in an Evolving Industry

The face of banking is changing dramatically. Restrictive federal and state
banking regulations continue to loosen, freeing banks to enter arenas that were
previously off-limits. They are now able to more fully participate in the mutual
fund, insurance and capital markets industries.

This freedom brings both real challenges and the potential for great success.
Only those banks with vision and resources will be able to take full advantage
of today's opportunities.

As a shareholder, you'll appreciate three characteristics that distinguish
NationsBank in today's competitive environment. First, yours is a growth
company. Second, yours is a dynamic and increasingly entrepreneurial company. We
will not shy away from recreating NationsBank in order to evolve one step ahead
of our customers' needs. Finally, yours is a company with the capital and
resources to shape the future of the industry.

The goal for NationsBank is simple: to be the leading bank of the 21st century.
That means leading in the minds of customers. It means leading in the businesses
and markets where we choose to compete, as well as in our investment in
technology, marketing and in our people. Most importantly, it means leading in
financial performance and shareholder returns.

Since our inception, NationsBank has relentlessly pursued this vision. It has
brought us and our shareholders the successes of the present. lt will continue
to direct our vision of the future.

<PAGE>

"We are committed to harnessing the power of our franchise to produce
consistent, high-quality earnings growth and improved profitability for our
shareholders."

Hugh L. McColl, Jr.
NationsBank Chief Executive Officer
Shareholder
(NationsBank Logo)(tm)

The Prospectus
THIS DOCUMENT IS DELIVERED WITH AND MUST BE READ IN CONJUNCTION WITH THE
FOLLOWING PROSPECTUS.

<PAGE>

"We intend to create a future where we succeed together by helping our
customers succeed in the increasingly small and high-speed world of the 21st
century. And if we do that, our shareholders succeed."

Hugh L. McColl, Jr.
NationsBank Chief Executive Officer
Shareholder
(NationsBank Logo)(tm)

The Enrollment

<PAGE>

[Chase Logo]

Chase Securities, Inc.
270 Park Avenue
New York, NY 10017-2070

Dear Investor:

We are happy to provide you this information about the NationsBank SharesDirect
Plan. The Chase Manhattan Bank is the Administrator for the Plan. Now that you
have had the opportunity to review the Prospectus, you will find an enrollment
form in this section for your use.

If you elect to participate in the NationsBank SharesDirect Plan, the Chase
Manhattan Bank, as Plan Administrator, on your behalf and under the terms of the
Plan, will place orders to purchase or sell shares in the open market at your
direction through a registered broker-dealer chosen by the Plan Administrator.
Chase Securities Inc., an affiliate of the Chase Manhattan Bank, may be the
broker-dealer.

Chase Securities Inc. makes no recommendation for or against participation in
the Plan or the purchase of any securities under the Plan, nor do we assume any
responsibility for the accuracy of the statements made in the enclosed
materials.

If you have any questions about the NationsBank SharesDirect Plan, you
may contact the Chase Manhattan Bank through NationsBank Shareholder Services at
1-800-642-9855. If you elect to enroll in the Plan, you may use the postage paid
envelope for your convenience.

Transfer Agent
Chase Manhattan

<PAGE>

Quick Reference:
NationsBank Shareholder Services:
1-800-642-9855

Internet. www.chasemellon.com

Written requests and notices should be mailed as follows:

Send correspondence and all requests except Optional Cash Investments to:
NationsBank Shareholder Services
P.O. Box 3336
South Hackensack, NJ 07606-1936

Please include your daytime telephone number.

Send Optional Cash Investments to:
NationsBank Shareholder
Services
Optional Cash Investments
P.O. Box 382009
Pittsburgh, PA 15250-8009

Make check or money order payable to
NationsBank Corporation in U.S.
dollars.
Please use transaction stub at
bottom of statement.

<PAGE>

NATIONSBANK

Enrollment Form: NationsBank SharesDirect Plan

This form when completed and signed, should be mailed in the envelope provided
to:

NationsBank Shareholder Services
P.O. Box 3337
South Hackensack, NJ 07606-1937

ARE YOU A CURRENT REGISTERED SHAREHOLDER? YES [ ] NO [ ]

1. ACCOUNT REGISTRATION COMPLETE EITHER SECTION A, B, C OR D. PRINT CLEARLY IN
CAPITAL LETTERS.

A. INDIVIDUAL OR JOINT ACCOUNT (Enter only the Social Security number for
the name under which Dividends should be reported.)

Owner's name
[ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ]

Owner's Social Security number Owner's date of birth
(used for tax reporting) Month Day Year
[ ][ ][ ] - [ ][ ] - [ ][ ][ ][ ] [ ][ ] / [ ][ ] / [ ][ ]

Joint Owner's name
[ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ]

Joint Owner's Social Security number The account will be registered
(used for tax reporting) "Joint Tenants with Rights of
[ ][ ][ ] - [ ][ ] - [ ][ ][ ][ ] Survivorship" and not as tenants
in common unless you check a box
below:

( ) Tenants in common
( ) Tenants by entirety
( ) Community property
- --------------------------------------------------------------------------------

B. CUSTODIAL ACCOUNT/GIFT TO A MINOR (An Enrollment Form is required for
each minor. Only one custodian per account is allowed.)

Custodian's name
[ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ]

Minor's name
[ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ]

Minor's Social Security number Minor's date of birth Custodian's
(required) Month Day Year state
[ ][ ][ ] - [ ][ ] - [ ][ ][ ][ ] [ ][ ] / [ ][ ] / [ ][ ] [ ][ ]
- -------------------------------------------------------------------------------

C. TRUST (Please check only one of the trustee types)
( ) Person as trustee ( ) Organization as trustee

Trustee: Individual or organization name
[ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ]

and Co-trustee's name, if applicable
[ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ]

Name of trust
[ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ]

For the benefit of
[ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ]

Trust Taxpayer Identification number (required)
[ ][ ] - [ ][ ][ ][ ][ ][ ][ ] Date of Trust
Month Day Year
[ ][ ] / [ ][ ] / [ ][ ]
- -------------------------------------------------------------------------------

D. ORGANIZATION OR BUSINESS ENTITY Check one: ( ) Corporation
( ) Partnership
( ) Other

Name of entity
[ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ]

Taxpayer Identification number (required)
[ ][ ] - [ ][ ][ ][ ][ ][ ][ ]

<PAGE>

2. ADDRESS

Mailing address (including apartment or box number)
[ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ]
[ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ]

City State Zip
[ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ] [ ][ ] [ ][ ][ ][ ][ ] - [ ][ ][ ][ ]

Home phone Work phone
([ ][ ][ ]) [ ][ ][ ] - [ ][ ][ ][ ] ([ ][ ][ ]) [ ][ ][ ] - [ ][ ][ ][ ]

For mailing address outside the U.S.:
Country of residence Province Routing or postal code

[ ] [ ] [ ]

3. INITIAL/OPTIONAL CASH INVESTMENTS (MAKE CHECKS PAYABLE TO NATIONSBANK
CORPARATION)

( ) As a NEW investor I wish to enroll in the Plan by making an initial
investment. Enclosed is my check or money order for $__________. (Initial
investment must be at least $1,000 which includes the $10 Initial
Transaction Fee, but cannot exceed $120,000.)

( ) As a CURRENT registered shareholder I wish to make an optional cash
investment. Enclosed is my check or money order for $ ________. (Investment
must be at least $50, but cannot exceed $120,000 per year.)

Please allow 2 weeks to receive your account statement. Your cancelled check
serves as your acknowledgement.

4. OPTIONAL DIVEDEND REINVESTMENT

You may choose to reinvest all or part of the dividends paid on NationsBank
Stock. If no box is selected, The Chase Manhattan Bank will automatically
remit any dividends to you in cash.

( ) Full dividend reinvestment-reinvest the dividends on ALL shares.

( ) Partial Dividend Reinvestment (Please choose either Option 1 or,
Option 2):

Option 1: Please pay cash dividends on ________ full shares, and
reinvest the balance.
Option 2: Please reinvest the dividends on ________ full shares, and
pay cash dividends on the balance.

( ) If this is a gift/transfer per page 8 of the Prospectus, please check
this box and the account will be automatically enrolled in dividend
reinvestment.

5. SAFEKEEPING

Common stock certificates deposited for safekeeping in your account must be
registered in the same name as your Plan account. Unless otherwise indicated
in Section 4, dividends on all shares deposited for safekeeping will be paid
in cash.

( ) Please accept the enclosed certificate(s) for deposit to my account.

certificate number number of shares
-------------------------- -----------------------
-------------------------- -----------------------

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

------------------------- -----------------------
NUMBER OF CERTIFICATES T O T A L
------------------------- -----------------------

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

------------------------
<PAGE>

6. ELECTRONIC DIVIDEND DEPOSITS/AUTOMATIC INVESTMENTS

A. AUTHORIZATION AGREEMENT (Please verify that your financial institution
participates in these programs)

( ) DEPOSIT OF CASH DIVIDENDS ELECTRONICALLY
I hereby authorize to have my dividends deposited automatically in my
checking or savings account. If this option is not selected, your dividend
check will be automatically mailed to your address of record.

( ) AUTOMATIC OPTIONAL CASH INVESTMENT
I hereby choose to make additional investments in NationsBank Stock by
authorizing automatic monthly deductions from my checking or savings
account. Upon receipt of a properly completed form, the Administrator will
deduct the amount indicated below from your account. These deductions and
automatic investments will continue monthly until you notify NationsBank
Shareholder Services to change or discontinue them. Should your account
contain insufficient funds to cover the authorized deduction, no deduction
or investment will occur. In such event, you may be charged a fee by your
financial institution for insufficient funds.

I hereby authorize The Chase Manhattan Bank and the Financial Institution
indicated below to deduct from my account $______.00 per month ($50 minimum)
and apply amounts so deducted toward the purchase of NationsBank Shares
under the account designated.

B. ACCOUNT INFORMATION

This information will be used for ( ) Direct Deposit of Dividends
( ) Automatic Investments
Please (check)

[ ] Checking account
--------------------------------------------------
[ ] Savings account TAPE YOUR VOIDED CHECK OR DEPOSIT SLIP HERE
(PLEASE DO NOT STAPLE)

Financial institution routing information.

For deposits or withdrawals to your checking
account, please tape a voided check so the
Administrator may obtain account information.

For deposits or withdrawals to a savings account,
please tape a preprinted deposit slip.

----------------------------------------------------
If neither a voided check or preprinted deposit
slip is available, please complete the boxes
below.

Financial institution routing number
[ ][ ][ ][ ][ ][ ][ ][ ][ ]

Financial institution account number
[ ][ ][ ][ ][ ][ ][ ][ ][ ]

7. ACCOUNT AUTHORIZATION SIGNATURE/SUBSTITUTE FORM W9, W-8 (REQUIRED)

( ) REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (Substitute Form W-9)
I am a U.S. citizen or a resident alien. I certify under penalties
of perjury, that the Taxpayer Identification or Social Security
number in Section 1 is correct (or I am waiting for a number to be
issued to me). Cross out the following if not true. I am not subject
to backup withholding because: (a) I am exempt from backup withholding,
or (b) I have not been notified by the Internal Revenue Service that I am
subject to backup withholding as a result of failure to report all
interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.

( ) CERTIFICATE OF FOREIGN STATUS (Substitute Form W-8)
I am an exempt foreign citizen. I certify under penalties of perjury,
that for dividends, I am not a U.S. citizen or resident alien (or I am
filing for a foreign corporation, partnership, estate, or trust) and I am
an exempt foreign person, I have entered in Section 2 of this enrollment
form the country where I reside permanently for income-tax purposes.

( ) FOR ORGANIZATIONS AND BUSINESS ENTITIES EXEMPT FROM BACKUP WITHHOLDING
I qualify for exemption and my account will not be subject to tax
reporting and backup withholding.

THE SIGNATURE(S) BELOW INDICATE THAT I/WE HAVE READ THE NATIONSBANK SHARESDIRECT
PLAN'S PROSPECTUS AND AGREE TO THE TERMS.

Signature of account owner(s): Date:

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

If you need assistance, please call NationsBank Shareholder Services at
1-800-642-9855