SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                  FORM 8-K


                        C U R R E N T   R E P O R T


                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934


                               August 29, 1997
                               ---------------
              Date of Report (Date Of Earliest Event Reported)


                            BARNETT BANKS, INC.
                            -------------------
           (Exact Name Of Registrant As Specified In Its Charter)


                                  Florida
                    -----------------------------------
               (State Or Other Jurisdiction Of Incorporation)


             1-7901                          59-0560515
     ------------------------      ---------------------------------
     (Commission File Number)      (IRS Employer Identification No.)


                             50 N. Laura Street
                     Jacksonville, Florida  32202-3638
            ---------------------------------------------------
            (Address Of Principal Executive Offices) (Zip Code)


                             (904) 791-7720
            ----------------------------------------------------
            (Registrant's Telephone Number, including Area Code)


                               NOT APPLICABLE
       -------------------------------------------------------------
       (Former Name Or Former Address, If Changed Since Last Report)




          ITEM 5.  OTHER EVENTS.

                    On August 29, 1997, NationsBank Corporation, a
          corporation organized and existing under the laws of the
          State of North Carolina ("NationsBank"), and Barnett
          Banks, Inc., a corporation organized and existing under
          the laws of the State of Florida ("Barnett"), and each
          registered as a bank holding company under the Bank
          Holding Company Act of 1956, as amended, entered into an
          agreement and plan of merger (the "Merger Agreement"),
          pursuant to which Barnett will be merged with Nations-
          Bank or a wholly-owned, direct or indirect, subsidiary
          thereof (the "Merger").  The Board of Directors of both
          NationsBank and Barnett approved the Merger Agreement and
          the transactions contemplated thereby at their respective
          meetings held on August 29, 1997.

                    In accordance with the terms of the Merger
          Agreement, each share of Barnett common stock, par value
          $2.00 per share ("Barnett Common Stock"), outstanding
          immediately prior to the effective time of the Merger
          (the "Effective Time") will be converted into the right
          to receive 1.1875 shares (the "Exchange Ratio") of
          NationsBank common stock ("NationsBank Common Stock"). 
          Each holder of Barnett Common Stock who would otherwise
          be entitled to receive a fractional share of NationsBank
          Common Stock (after taking into account all of a
          shareholder's certificates) will receive cash, in lieu
          thereof, without interest.  The Merger Agreement may be
          terminated by the Board of Directors of Barnett by giving
          notice to NationsBank if both (i) the average closing
          price of NationsBank Common Stock for the ten full
          trading days ending on the date the Federal Reserve Board
          approves the Merger (the "Average Closing Price") is less
          than $50.65 and (ii) the number obtained by dividing the
          Average Closing Price by $63.3125 (the closing price of
          NationsBank Common Stock on August 28, 1997) is less than
          the number obtained by (a) dividing the average of the
          closing prices of a specified index of bank stocks during
          the above-mentioned ten-day period by the closing price
          of such index on August 28, 1997 and (b) subtracting
          0.15. In the event Barnett gives notice of its intent to
          terminate the Merger Agreement pursuant to the conditions
          set forth in the preceding sentence, NationsBank may
          determine, in its sole discretion, to increase the
          Exchange Ratio to eliminate Barnett's right to terminate
          the Merger Agreement.

                    The Merger is intended to constitute a
          reorganization under Section 368(a) of the Internal
          Revenue Code of 1986, as amended, and to be accounted for
          as a pooling-of-interests.

                    In addition, the Merger Agreement contemplates
          that each stock option or other right to purchase shares
          of Barnett Common Stock under the stock option and other
          stock-based compensation plans of Barnett (each a
          "Barnett Plan"), will be converted into and become a
          right to purchase shares of NationsBank Common Stock in
          accordance with the terms of the Barnett Plan and the
          Barnett option or right agreement by which it is
          evidenced, except that from and after the Effective Time
          (i) the number of shares of NationsBank Common Stock
          subject to each Barnett option or right shall be equal to
          the number of shares of Barnett Common Stock subject to
          such option or right immediately prior to the Effective
          Time multiplied by the Exchange Ratio, and (ii) the
          exercise price per share of NationsBank Common Stock
          purchasable thereunder shall be the number specified in
          the Barnett option or right divided by the Exchange
          Ratio.

                    Consummation of the Merger is subject to
          various conditions, including: (i) receipt of the
          requisite approvals by the shareholders of each of
          NationsBank and Barnett of appropriate matters relating
          to the Merger Agreement and the Merger; (ii) receipt of
          requisite regulatory approvals from the Board of
          Governors of the Federal Reserve System and other federal
          and state regulatory authorities; (iii) receipt of
          opinions as to the tax and accounting treatment of
          certain aspects of the Merger; (iv) listing, subject to
          notice of issuance, of the NationsBank Common Stock to be
          issued in the Merger; and (v) satisfaction of certain
          other conditions.

                    The Merger Agreement and the Merger will be
          submitted for approval at meetings of the shareholders of
          each of Barnett and NationsBank.  Prior to such meetings,
          NationsBank will file a registration statement with the
          Securities and Exchange Commission registering under the
          Securities Act of 1933, as amended, the NationsBank stock
          to be issued to the Barnett shareholders in the Merger,
          including a prospectus that will also serve as a joint
          proxy statement for the shareholders' meetings.

                    Following consummation of the Merger and the
          retirement of Andrew B. Craig III as Chairman of
          NationsBank at the 1998 NationsBank Annual Meeting of
          Shareholders, Charles E. Rice, Chairman and Chief
          Executive Officer of Barnett, will become Chairman of
          NationsBank.  Hugh L. McColl, Jr., will remain Chief
          Executive Officer of NationsBank.  In addition, five
          current members of the Board of Directors of Barnett,
          including Mr. Rice, will be added to the Board of
          Directors of NationsBank.

                    In connection with the Merger Agreement,
          NationsBank and Barnett entered into the following Stock
          Option Agreements: (i) a stock option agreement dated
          August 29, 1997 (the "Barnett Stock Option Agreement"),
          pursuant to which Barnett granted to NationsBank an
          option to purchase, under certain circumstances, up to
          39,379,343 shares of Barnett Common Stock at a price,
          subject to certain adjustments, of $54.8125 per share
          (the "Barnett Option"); and (ii) a stock option agreement
          dated August 29, 1997 (the "NationsBank Stock Option
          Agreement"), pursuant to which NationsBank granted to
          Barnett an option to purchase, under certain
          circumstances, up to 70,654,895 shares of NationsBank
          Common Stock at a price subject to certain adjustments,
          of $63.3125 per share (the "NationsBank
          Option")(collectively, the "Option Agreements" and the
          "Options").  Each of the Options is exercisable upon the
          occurrence of certain events, none of which has occurred
          as of the date hereof.  The Barnett Option, if exercised,
          would give the holder thereof the right to acquire,
          before giving effect to the exercise of the Barnett
          Option, 19.9% of the total number of shares of Barnett
          Common Stock outstanding.  The NationsBank Option, if
          exercised, would give the holder thereof the right to
          acquire, before giving effect to the exercise of the
          NationsBank Option, 10.0% of the total number of shares
          of NationsBank Common Stock outstanding.  The Option
          Agreements were granted by the respective parties as
          conditions and inducements to each others' willingness to
          enter into the Merger Agreement.  Under certain
          circumstances, the respective issuers of the Options may
          be required to repurchase the Options or the shares
          acquired pursuant to the exercise thereof.

                    In connection with the execution of the Merger
          Agreement and the Option Agreements, Barnett amended its
          Rights Agreement, dated as of February 21, 1990 (as
          amended, the "Rights Agreement"), between Barnett and
          First Chicago Trust Company of New York, as rights agent,
          to provide that the agreements entered into in connection
          with the Merger with NationsBank would not trigger the
          rights issued under the Rights Agreement.

          ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS.

          (c)  Exhibits

                    99(a)     Press Release issued by NationsBank
                              Corporation and Barnett Banks, Inc.
                              on August 29, 1997.



                                  SIGNATURE

                    Pursuant to the requirements of the Securities
          Exchange Act of 1934, the registrant has duly caused this
          report to be signed on its behalf by the undersigned
          hereunder duly authorized.

          Dated:  September 12, 1997

                                   BARNETT BANKS, INC.

                                   By:     /s/ Gregory M. Delaney 
                                      ----------------------------
                                   Name:     Gregory M. Delaney
                                   Title:    Controller and Chief 
                                             Accounting Officer




                                  EXHIBIT INDEX

          Exhibit
          Number              Description
          -------             -----------
          99(a)               Press Release issued by NationsBank
                              Corporation and Barnett Banks, Inc. on
                              August 29, 1997.
[{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 11666}]
{"company-data": {"conformed-name": "BARNETT BANKS INC", "cik": "0000010012", "assigned-sic": "6022", "irs-number": "590560515", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-07901", "film-number": "97679810"}, "business-address": {"street1": "50 N LAURA ST", "street2": "P.O. BOX 40789", "city": "JACKSONVILLE", "state": "FL", "zip": "32202-0789", "phone": "9047917720"}, "mail-address": {"street1": "50 NORTH LAURA STREET", "street2": "P.O. BOX 40789", "city": "JACKSONVILLE", "state": "FL", "zip": "32203-0789"}, "former-company": [{"former-conformed-name": "BARNETT BANKS OF FLORIDA INC", "date-changed": "19870512"}, {"former-conformed-name": "BARNETT NATIONAL SECURITIES CORP", "date-changed": "19700514"}]}
SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 8-K

                        C U R R E N T   R E P O R T

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

                               August 29, 1997
                               ---------------
              Date of Report (Date Of Earliest Event Reported)

                            BARNETT BANKS, INC.
                            -------------------
           (Exact Name Of Registrant As Specified In Its Charter)

                                  Florida
                    -----------------------------------
               (State Or Other Jurisdiction Of Incorporation)

             1-7901                          59-0560515
     ------------------------      ---------------------------------
     (Commission File Number)      (IRS Employer Identification No.)

                             50 N. Laura Street
                     Jacksonville, Florida  32202-3638
            ---------------------------------------------------
            (Address Of Principal Executive Offices) (Zip Code)

                             (904) 791-7720
            ----------------------------------------------------
            (Registrant's Telephone Number, including Area Code)

                               NOT APPLICABLE
       -------------------------------------------------------------
       (Former Name Or Former Address, If Changed Since Last Report)

          ITEM 5.  OTHER EVENTS.

                    On August 29, 1997, NationsBank Corporation, a
          corporation organized and existing under the laws of the
          State of North Carolina ("NationsBank"), and Barnett
          Banks, Inc., a corporation organized and existing under
          the laws of the State of Florida ("Barnett"), and each
          registered as a bank holding company under the Bank
          Holding Company Act of 1956, as amended, entered into an
          agreement and plan of merger (the "Merger Agreement"),
          pursuant to which Barnett will be merged with Nations-
          Bank or a wholly-owned, direct or indirect, subsidiary
          thereof (the "Merger").  The Board of Directors of both
          NationsBank and Barnett approved the Merger Agreement and
          the transactions contemplated thereby at their respective
          meetings held on August 29, 1997.

                    In accordance with the terms of the Merger
          Agreement, each share of Barnett common stock, par value
          $2.00 per share ("Barnett Common Stock"), outstanding
          immediately prior to the effective time of the Merger
          (the "Effective Time") will be converted into the right
          to receive 1.1875 shares (the "Exchange Ratio") of
          NationsBank common stock ("NationsBank Common Stock"). 
          Each holder of Barnett Common Stock who would otherwise
          be entitled to receive a fractional share of NationsBank
          Common Stock (after taking into account all of a
          shareholder's certificates) will receive cash, in lieu
          thereof, without interest.  The Merger Agreement may be
          terminated by the Board of Directors of Barnett by giving
          notice to NationsBank if both (i) the average closing
          price of NationsBank Common Stock for the ten full
          trading days ending on the date the Federal Reserve Board
          approves the Merger (the "Average Closing Price") is less
          than $50.65 and (ii) the number obtained by dividing the
          Average Closing Price by $63.3125 (the closing price of
          NationsBank Common Stock on August 28, 1997) is less than
          the number obtained by (a) dividing the average of the
          closing prices of a specified index of bank stocks during
          the above-mentioned ten-day period by the closing price
          of such index on August 28, 1997 and (b) subtracting
          0.15. In the event Barnett gives notice of its intent to
          terminate the Merger Agreement pursuant to the conditions
          set forth in the preceding sentence, NationsBank may
          determine, in its sole discretion, to increase the
          Exchange Ratio to eliminate Barnett's right to terminate
          the Merger Agreement.

                    The Merger is intended to constitute a
          reorganization under Section 368(a) of the Internal
          Revenue Code of 1986, as amended, and to be accounted for
          as a pooling-of-interests.

                    In addition, the Merger Agreement contemplates
          that each stock option or other right to purchase shares
          of Barnett Common Stock under the stock option and other
          stock-based compensation plans of Barnett (each a
          "Barnett Plan"), will be converted into and become a
          right to purchase shares of NationsBank Common Stock in
          accordance with the terms of the Barnett Plan and the
          Barnett option or right agreement by which it is
          evidenced, except that from and after the Effective Time
          (i) the number of shares of NationsBank Common Stock
          subject to each Barnett option or right shall be equal to
          the number of shares of Barnett Common Stock subject to
          such option or right immediately prior to the Effective
          Time multiplied by the Exchange Ratio, and (ii) the
          exercise price per share of NationsBank Common Stock
          purchasable thereunder shall be the number specified in
          the Barnett option or right divided by the Exchange
          Ratio.

                    Consummation of the Merger is subject to
          various conditions, including: (i) receipt of the
          requisite approvals by the shareholders of each of
          NationsBank and Barnett of appropriate matters relating
          to the Merger Agreement and the Merger; (ii) receipt of
          requisite regulatory approvals from the Board of
          Governors of the Federal Reserve System and other federal
          and state regulatory authorities; (iii) receipt of
          opinions as to the tax and accounting treatment of
          certain aspects of the Merger; (iv) listing, subject to
          notice of issuance, of the NationsBank Common Stock to be
          issued in the Merger; and (v) satisfaction of certain
          other conditions.

                    The Merger Agreement and the Merger will be
          submitted for approval at meetings of the shareholders of
          each of Barnett and NationsBank.  Prior to such meetings,
          NationsBank will file a registration statement with the
          Securities and Exchange Commission registering under the
          Securities Act of 1933, as amended, the NationsBank stock
          to be issued to the Barnett shareholders in the Merger,
          including a prospectus that will also serve as a joint
          proxy statement for the shareholders' meetings.

                    Following consummation of the Merger and the
          retirement of Andrew B. Craig III as Chairman of
          NationsBank at the 1998 NationsBank Annual Meeting of
          Shareholders, Charles E. Rice, Chairman and Chief
          Executive Officer of Barnett, will become Chairman of
          NationsBank.  Hugh L. McColl, Jr., will remain Chief
          Executive Officer of NationsBank.  In addition, five
          current members of the Board of Directors of Barnett,
          including Mr. Rice, will be added to the Board of
          Directors of NationsBank.

                    In connection with the Merger Agreement,
          NationsBank and Barnett entered into the following Stock
          Option Agreements: (i) a stock option agreement dated
          August 29, 1997 (the "Barnett Stock Option Agreement"),
          pursuant to which Barnett granted to NationsBank an
          option to purchase, under certain circumstances, up to
          39,379,343 shares of Barnett Common Stock at a price,
          subject to certain adjustments, of $54.8125 per share
          (the "Barnett Option"); and (ii) a stock option agreement
          dated August 29, 1997 (the "NationsBank Stock Option
          Agreement"), pursuant to which NationsBank granted to
          Barnett an option to purchase, under certain
          circumstances, up to 70,654,895 shares of NationsBank
          Common Stock at a price subject to certain adjustments,
          of $63.3125 per share (the "NationsBank
          Option")(collectively, the "Option Agreements" and the
          "Options").  Each of the Options is exercisable upon the
          occurrence of certain events, none of which has occurred
          as of the date hereof.  The Barnett Option, if exercised,
          would give the holder thereof the right to acquire,
          before giving effect to the exercise of the Barnett
          Option, 19.9% of the total number of shares of Barnett
          Common Stock outstanding.  The NationsBank Option, if
          exercised, would give the holder thereof the right to
          acquire, before giving effect to the exercise of the
          NationsBank Option, 10.0% of the total number of shares
          of NationsBank Common Stock outstanding.  The Option
          Agreements were granted by the respective parties as
          conditions and inducements to each others' willingness to
          enter into the Merger Agreement.  Under certain
          circumstances, the respective issuers of the Options may
          be required to repurchase the Options or the shares
          acquired pursuant to the exercise thereof.

                    In connection with the execution of the Merger
          Agreement and the Option Agreements, Barnett amended its
          Rights Agreement, dated as of February 21, 1990 (as
          amended, the "Rights Agreement"), between Barnett and
          First Chicago Trust Company of New York, as rights agent,
          to provide that the agreements entered into in connection
          with the Merger with NationsBank would not trigger the
          rights issued under the Rights Agreement.

          ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS.

          (c)  Exhibits

                    99(a)     Press Release issued by NationsBank
                              Corporation and Barnett Banks, Inc.
                              on August 29, 1997.

                                  SIGNATURE

                    Pursuant to the requirements of the Securities
          Exchange Act of 1934, the registrant has duly caused this
          report to be signed on its behalf by the undersigned
          hereunder duly authorized.

          Dated:  September 12, 1997

                                   BARNETT BANKS, INC.

                                   By:     /s/ Gregory M. Delaney 
                                      ----------------------------
                                   Name:     Gregory M. Delaney
                                   Title:    Controller and Chief 
                                             Accounting Officer

                                  EXHIBIT INDEX

          Exhibit
          Number              Description
          -------             -----------
          99(a)               Press Release issued by NationsBank
                              Corporation and Barnett Banks, Inc. on
                              August 29, 1997.