<PAGE>


As filed with the Securities and Exchange Commission on _______________.
                                             Registration No. 33-_______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

                              BARNETT BANKS, INC.
               -----------------------------------------------
           (Exact name of Registrant as specified in its Charter)

         Florida                                           59-0560515
- -------------------------------                        ------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

                              50 North Laura Street
                           Jacksonville, Florida 32202
                           ---------------------------
                    (Address of Principal Executive Offices)

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


                            Long Term Incentive Plan


                      -------------------------------------
                              (Full title of Plan)

                    Charles E. Rice
                    Chairman and Chief Executive Officer
                    Barnett Banks, Inc.
                    50 North Laura Street
                    Jacksonville, Florida  32202
             ------------------------------------------------------
             (Name, address, telephone number of agent for service)

                                    COPY TO:

                    Halcyon E. Skinner, Esquire
                    Mahoney Adams & Criser, P.A.
                    50 North Laura Street, 34th Floor
                    Jacksonville, Florida 32202


<PAGE>

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                       Proposed     Proposed
                                       Maximum      Maximum
                       Amount          Offering     Aggregate     Amount of
 Title of Securities   To Be           Price        Offering      Registration
 To Be Registered      Registered      Per Unit(1)  Price(1)      Fee
- --------------------------------------------------------------------------------
 <S>                   <C>             <C>         <C>            <C>
 Common Stock par
 value $2.00 per
 share                   3,750,000      $42.69     $160,087,500   $55,202.59
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<FN>
     (1) Estimated solely for the purpose of determining the registration fee.
The Common Stock, par value $2.00 (the "Common Stock"), of Barnett Banks, Inc.
is listed on the New York Stock Exchange.  The fee is based upon the average of
the high and low prices of the Registrant's Common Stock as quoted on the New
York Stock Exchange on January 30, 1995.

     (2)  This Registration Statement also includes such indeterminate number of
additional shares of Common Stock of the Registrant as may be issuable as a
result of stock splits, stock dividends or similar transactions, as described in
the Long Term Incentive Plan (the "Plan").  In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this Registration Statement also covers an
indeterminate amount of interests in the Plan to be offered or sold pursuant to
the Plan.  In addition, the Junior Participating Preferred Stock Purchase Rights
(the "Rights") are attached to and trade with the Common Stock.  The value, if
any, attributable to the Rights is reflected in the market price of the Common
Stock.
</TABLE>



<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEMS 1 AND 2. PLAN INFORMATION; REGISTRANT INFORMATION
               AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The document(s) containing the information specified in the instructions to
Part I of Form S-8 will be sent or given to employees as specified by Rule
428(b)(1).


                                      - 3 -


<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

          Barnett Banks, Inc. (the "Company") hereby incorporates into this
Registration Statement by reference the following documents filed by the Company
with the Commission:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1994;

          (b)  The description of the Company's Common Stock contained in the
               Company's Registration Statement on Form 8-A filed in connection
               with the original listing of such stock on the New York Stock
               Exchange effective December 12, 1979; and

          (c)  The description of the Company's Junior Participating Preferred
               Stock Purchase Rights, which are attached to all shares of the
               Company's Common Stock until certain events occur which will
               cause the Junior Participating Preferred Stock Purchase Rights to
               separate from the Common Stock, contained in the Company's
               Registration Statement on Form 8-A filed in connection with the
               original listing of such rights on the New York Stock Exchange
               effective July 11, 1990.

          All documents filed by the Company with the Commission pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 after the date
hereof and prior to the filing of a post-effective amendment which indicates
that all shares offered have been sold or which deregisters all shares then
remaining unsold, shall be deemed to be incorporated herein by reference and to
be a part hereof from the respective dates of the filing of such documents.

          Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

          Not Applicable.


                                      - 4 -

<PAGE>


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Amended and Restated Articles of Incorporation, as amended, and
the Bylaws of the Company require the indemnification of directors and officers
to the full extent permitted by law.

          Subsection (1) of Section 607.0850 of the Florida Business Corporation
Act empowers a corporation to indemnify any person who was or is a party to any
proceeding (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against liability (including any appeal
thereof) incurred in connection with such proceeding if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

          Subsection (2) of Section 607.0850 empowers a corporation to indemnify
any person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth in the preceding paragraph,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expenses of litigating the proceeding
to conclusion, actually and reasonably incurred in connection with the defense
or settlement of such proceeding including appeals, provided that the person
acted under the standards set forth in the preceding paragraph.  However, no
indemnification should be made for any claim, issue or matter as to which such
person is adjudged to be liable unless, and only to the extent that, the court
in which such proceeding was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
deems proper.

          Subsection (3) of Section 607.0850 provides that to the extent a
director or officer of a corporation has been successful on the merits or
otherwise in the defense of any proceeding referred to in subsections (1) and
(2) of Section 607.0850 or in the defense of any claim, issue or matter therein,
he shall be indemnified against expenses actually and reasonably incurred by him
in connection therewith. Subsection (4) provides that any


                                      - 5 -

<PAGE>


indemnification under subsections (1) and (2) of Section 607.0850, unless
determined by a court, shall be made by the corporation only as authorized in
the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (1) and (2) of Section
607.0850. Such determination shall be made:

          (a)  by the board of directors by a majority vote of a quorum
     consisting of directors who were not parties to such proceeding;

          (b)  if such a quorum is not obtainable, or, even if obtainable, by
     majority vote of a committee duly designated by the board of directors (in
     which directors who are parties may participate) consisting solely of two
     or more directors not at the time parties to the proceeding;

          (c)  by independent legal counsel:

               (1)  selected by the board of directors as prescribed in
          paragraph (a) or a committee selected as prescribed in paragraph (b);
          or

               (2)  if no quorum of directors can be obtained under paragraph
          (a) or no committee can be designated under paragraph (b), by a
          majority vote of the full board of directors; or

          (d)  by the stockholders by a majority vote of a quorum of
     shareholders who were not parties to such proceedings or if no quorum is
     obtainable, by a majority of shareholders who were not party to such
     proceeding.

          Expenses incurred by a director or officer in defending a civil or
criminal proceeding may be paid by the corporation in advance of the final
disposition thereof upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it is ultimately determined that
such director or officer is not entitled to indemnification under Section
607.0850. Expenses incurred by other employees or agents may be paid in advance
upon such terms or conditions that the board of directors deems appropriate.

          Subsection (7) states that indemnification and advancement of expenses
provided under Section 607.0850 are not exclusive and empowers the corporation
to make any other further indemnification or advancement of expenses under any
bylaw, agreement, vote of shareholders or disinterested directors or otherwise,
for actions in an official capacity and in other capacities while holding an
office.  However, a corporation cannot indemnify or advance expenses if a
judgment or other final


                                      - 6 -

<PAGE>


adjudication establishes that the actions of the director, officer, employee or
agent were material to the adjudicated cause of action and the director,
officer, agent and employee (a) violated criminal law and did not have
reasonable cause to believe his conduct was unlawful or had no reasonable cause
to believe his conduct was lawful, (b) derived an improper personal benefit from
a transaction, (c) was or is a director in a circumstance where the liability
under Section 607.0834 (relating to unlawful distributions) applies, or (d)
engages in willful misconduct or conscious disregard for the best interests of
the corporation in a proceeding by or in right of the corporation to procure a
judgment in its favor or in a proceeding by or in right of a shareholder.

          Subsection (9) of Section 607.0850 permits any director, officer,
employee or agent who is or was a party to a proceeding to apply for
indemnification or advancement of expenses to any court of competent
jurisdiction and lists the determinations the court should make before ordering
indemnification.  Subsection (12) permits a corporation to purchase and maintain
insurance for a director, officer, employee or agent against any liability
incurred in his official capacity or arising out of his status as such
regardless of the corporation's power to indemnify him against such liability
under this section.

          As allowed by Section 607.0850(12), the registrant maintains liability
insurance covering directors and officers.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   EXHIBITS

          This Form S-8 Registration Statement includes the following exhibits:

EXHIBIT NUMBER

5         Opinion of Counsel.

23(a)     Consent of Arthur Andersen LLP.

23(b)     Consent of Price Waterhouse.

24        Powers of Attorney.

ITEM 9.   UNDERTAKINGS

     (1)  The undersigned registrant hereby undertakes:


                                      - 7 -

<PAGE>



          (a)  To file during any period in which offers or sales of the
securities registered hereunder are being made, a post-effective amendment to
this registration statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

              (iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement or any
material change to such information in the registration statement; provided
however, that this undertaking will only apply to the extent that the
information listed in clauses (i) - (ii) hereof is not contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.

          (b)  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.

          (c)  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.

     (2)  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 section 15(d) of the
Securities Exchange Act of 1934, that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (3)  The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule l4a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the


                                      - 8 -

<PAGE>


prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.

     (4)  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 issue.


                                       -9-

<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jacksonville, State of Florida, on the 18th day of
January, 1995.

                         BARNETT BANKS, INC.


                         By: /s/ Charles E. Rice*
                            __________________________
                            Charles E. Rice
                            Chairman and Chief Executive Officer

Date:  January 18, 1995

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

Signature                       Title                 Date

/s/ Charles E. Rice*          Chairman of the    January 18, 1995
__________________________    Board, Chief
Charles E. Rice               Executive Officer
                              and Director
                              (Principal Executive
                              Officer)

/s/ Charles W. Newman*        Chief Financial    January 18, 1995
__________________________    Officer (Principal
Charles W. Newman             Financial Officer)

/s/ Patrick J. McCann         Controller         January 18, 1995
__________________________    (Principal Accounting
Patrick J. McCann             Officer)

/s/ Walter H. Alford*         Director           January 18, 1995
__________________________
Walter H. Alford

/s/ Rita Bornstein*           Director           January 18, 1995
__________________________
Rita Bornstein

/s/ Alvin R. Carpenter*       Director           January 18, 1995
__________________________
Alvin R. Carpenter


                                      -10-

<PAGE>

/s/ James L. Broadhead*       Director           January 18, 1995
__________________________
James L. Broadhead

/s/ Armando M. Codina*        Director           January 18, 1995
__________________________
Armando M. Codina

/s/ Joe B. Cordell*           Director           January 18, 1995
__________________________
Joe B. Cordell

/s/ Marshall M. Criser*       Director           January 18, 1995
__________________________
Marshall M. Criser

/s/ Jack  B. Critchfield*     Director           January 18, 1995
__________________________
Jack B. Critchfield

/s/ Carter H. Golembe*        Director           January 18, 1995
__________________________
Carter H. Golembe

/s/ Allen L. Lastinger, Jr.*  President,         January 18, 1995
__________________________    Chief Operating
Allen L. Lastinger, Jr.       Officer and
                              Director

/s/ Clarence V. McKee*        Director           January 18, 1995
__________________________
Clarence V. McKee

/s/ Tom L. Rankin*            Director           January 18, 1995
__________________________
Tom L. Rankin

/s/ Frederick H. Schultz*     Director           January 18, 1995
__________________________
Frederick H. Schultz

/s/ Stewart Turley*           Director           January 18, 1995
__________________________
Stewart Turley

/s/ John A. Williams*         Director           January 18, 1995
__________________________
John A. Williams
/s/ Patrick J. McCann
___________________________
*Patrick J. McCann
 Attorney-in-Fact


                                     - 11 -

<PAGE>


     Pursuant to the requirements of the Securities Act of 1933, the Employee
Benefits Committee of Barnett Banks, Inc., which serves as Plan Administrator,
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Jacksonville and State of
Florida on the 18th day of January, 1995.

                    LONG TERM INCENTIVE PLAN


                    By:/s/ Deborah Carroll
                       ______________________________
                       Deborah Carroll
                       Secretary of Employee Benefits Committee


                                     - 12 -

<PAGE>


                                INDEX TO EXHIBITS


                                             Pagination by
Exhibit             Exhibit                  Sequential
Number              Description              Numbering System

5         Opinion of Mahoney Adams & Criser.

23(a)     Consent of Arthur Andersen LLP.

23(b)     Consent of Price Waterhouse.

24        Powers of Attorney.


                                     - 13 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23633}]
{"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": "S-8", "act": "33", "file-number": "033-57599", "film-number": "95505289"}, "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"}]}
As filed with the Securities and Exchange Commission on _______________.
                                             Registration No. 33-_______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

                              BARNETT BANKS, INC.
               -----------------------------------------------
           (Exact name of Registrant as specified in its Charter)

         Florida                                           59-0560515
- -------------------------------                        ------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

                              50 North Laura Street
                           Jacksonville, Florida 32202
                           ---------------------------
                    (Address of Principal Executive Offices)

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

                            Long Term Incentive Plan

                      -------------------------------------
                              (Full title of Plan)

                    Charles E. Rice
                    Chairman and Chief Executive Officer
                    Barnett Banks, Inc.
                    50 North Laura Street
                    Jacksonville, Florida  32202
             ------------------------------------------------------
             (Name, address, telephone number of agent for service)

                                    COPY TO:

                    Halcyon E. Skinner, Esquire
                    Mahoney Adams & Criser, P.A.
                    50 North Laura Street, 34th Floor
                    Jacksonville, Florida 32202
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                       Proposed     Proposed
                                       Maximum      Maximum
                       Amount          Offering     Aggregate     Amount of
 Title of Securities   To Be           Price        Offering      Registration
 To Be Registered      Registered      Per Unit(1)  Price(1)      Fee
- --------------------------------------------------------------------------------
Common Stock par
 value $2.00 per
 share                   3,750,000      $42.69     $160,087,500   $55,202.59
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee.
The Common Stock, par value $2.00 (the "Common Stock"), of Barnett Banks, Inc.
is listed on the New York Stock Exchange.  The fee is based upon the average of
the high and low prices of the Registrant's Common Stock as quoted on the New
York Stock Exchange on January 30, 1995.

     (2)  This Registration Statement also includes such indeterminate number of
additional shares of Common Stock of the Registrant as may be issuable as a
result of stock splits, stock dividends or similar transactions, as described in
the Long Term Incentive Plan (the "Plan").  In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this Registration Statement also covers an
indeterminate amount of interests in the Plan to be offered or sold pursuant to
the Plan.  In addition, the Junior Participating Preferred Stock Purchase Rights
(the "Rights") are attached to and trade with the Common Stock.  The value, if
any, attributable to the Rights is reflected in the market price of the Common
Stock.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEMS 1 AND 2. PLAN INFORMATION; REGISTRANT INFORMATION
               AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The document(s) containing the information specified in the instructions to
Part I of Form S-8 will be sent or given to employees as specified by Rule
428(b)(1).

                                      - 3 -
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

          Barnett Banks, Inc. (the "Company") hereby incorporates into this
Registration Statement by reference the following documents filed by the Company
with the Commission:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1994;

          (b)  The description of the Company's Common Stock contained in the
               Company's Registration Statement on Form 8-A filed in connection
               with the original listing of such stock on the New York Stock
               Exchange effective December 12, 1979; and

          (c)  The description of the Company's Junior Participating Preferred
               Stock Purchase Rights, which are attached to all shares of the
               Company's Common Stock until certain events occur which will
               cause the Junior Participating Preferred Stock Purchase Rights to
               separate from the Common Stock, contained in the Company's
               Registration Statement on Form 8-A filed in connection with the
               original listing of such rights on the New York Stock Exchange
               effective July 11, 1990.

          All documents filed by the Company with the Commission pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 after the date
hereof and prior to the filing of a post-effective amendment which indicates
that all shares offered have been sold or which deregisters all shares then
remaining unsold, shall be deemed to be incorporated herein by reference and to
be a part hereof from the respective dates of the filing of such documents.

          Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

          Not Applicable.

                                      - 4 -
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Amended and Restated Articles of Incorporation, as amended, and
the Bylaws of the Company require the indemnification of directors and officers
to the full extent permitted by law.

          Subsection (1) of Section 607.0850 of the Florida Business Corporation
Act empowers a corporation to indemnify any person who was or is a party to any
proceeding (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against liability (including any appeal
thereof) incurred in connection with such proceeding if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

          Subsection (2) of Section 607.0850 empowers a corporation to indemnify
any person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth in the preceding paragraph,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expenses of litigating the proceeding
to conclusion, actually and reasonably incurred in connection with the defense
or settlement of such proceeding including appeals, provided that the person
acted under the standards set forth in the preceding paragraph.  However, no
indemnification should be made for any claim, issue or matter as to which such
person is adjudged to be liable unless, and only to the extent that, the court
in which such proceeding was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
deems proper.

          Subsection (3) of Section 607.0850 provides that to the extent a
director or officer of a corporation has been successful on the merits or
otherwise in the defense of any proceeding referred to in subsections (1) and
(2) of Section 607.0850 or in the defense of any claim, issue or matter therein,
he shall be indemnified against expenses actually and reasonably incurred by him
in connection therewith. Subsection (4) provides that any

                                      - 5 -
indemnification under subsections (1) and (2) of Section 607.0850, unless
determined by a court, shall be made by the corporation only as authorized in
the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (1) and (2) of Section
607.0850. Such determination shall be made:

          (a)  by the board of directors by a majority vote of a quorum
     consisting of directors who were not parties to such proceeding;

          (b)  if such a quorum is not obtainable, or, even if obtainable, by
     majority vote of a committee duly designated by the board of directors (in
     which directors who are parties may participate) consisting solely of two
     or more directors not at the time parties to the proceeding;

          (c)  by independent legal counsel:

               (1)  selected by the board of directors as prescribed in
          paragraph (a) or a committee selected as prescribed in paragraph (b);
          or

               (2)  if no quorum of directors can be obtained under paragraph
          (a) or no committee can be designated under paragraph (b), by a
          majority vote of the full board of directors; or

          (d)  by the stockholders by a majority vote of a quorum of
     shareholders who were not parties to such proceedings or if no quorum is
     obtainable, by a majority of shareholders who were not party to such
     proceeding.

          Expenses incurred by a director or officer in defending a civil or
criminal proceeding may be paid by the corporation in advance of the final
disposition thereof upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it is ultimately determined that
such director or officer is not entitled to indemnification under Section
607.0850. Expenses incurred by other employees or agents may be paid in advance
upon such terms or conditions that the board of directors deems appropriate.

          Subsection (7) states that indemnification and advancement of expenses
provided under Section 607.0850 are not exclusive and empowers the corporation
to make any other further indemnification or advancement of expenses under any
bylaw, agreement, vote of shareholders or disinterested directors or otherwise,
for actions in an official capacity and in other capacities while holding an
office.  However, a corporation cannot indemnify or advance expenses if a
judgment or other final

                                      - 6 -
adjudication establishes that the actions of the director, officer, employee or
agent were material to the adjudicated cause of action and the director,
officer, agent and employee (a) violated criminal law and did not have
reasonable cause to believe his conduct was unlawful or had no reasonable cause
to believe his conduct was lawful, (b) derived an improper personal benefit from
a transaction, (c) was or is a director in a circumstance where the liability
under Section 607.0834 (relating to unlawful distributions) applies, or (d)
engages in willful misconduct or conscious disregard for the best interests of
the corporation in a proceeding by or in right of the corporation to procure a
judgment in its favor or in a proceeding by or in right of a shareholder.

          Subsection (9) of Section 607.0850 permits any director, officer,
employee or agent who is or was a party to a proceeding to apply for
indemnification or advancement of expenses to any court of competent
jurisdiction and lists the determinations the court should make before ordering
indemnification.  Subsection (12) permits a corporation to purchase and maintain
insurance for a director, officer, employee or agent against any liability
incurred in his official capacity or arising out of his status as such
regardless of the corporation's power to indemnify him against such liability
under this section.

          As allowed by Section 607.0850(12), the registrant maintains liability
insurance covering directors and officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   EXHIBITS

          This Form S-8 Registration Statement includes the following exhibits:

EXHIBIT NUMBER

5         Opinion of Counsel.

23(a)     Consent of Arthur Andersen LLP.

23(b)     Consent of Price Waterhouse.

24        Powers of Attorney.

ITEM 9.   UNDERTAKINGS

     (1)  The undersigned registrant hereby undertakes:

                                      - 7 -
(a)  To file during any period in which offers or sales of the
securities registered hereunder are being made, a post-effective amendment to
this registration statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

              (iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement or any
material change to such information in the registration statement; provided
however, that this undertaking will only apply to the extent that the
information listed in clauses (i) - (ii) hereof is not contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.

          (b)  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.

          (c)  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.

     (2)  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 section 15(d) of the
Securities Exchange Act of 1934, that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (3)  The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule l4a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the

                                      - 8 -
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.

     (4)  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 issue.

                                       -9-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jacksonville, State of Florida, on the 18th day of
January, 1995.

                         BARNETT BANKS, INC.

                         By: /s/ Charles E. Rice*
                            __________________________
                            Charles E. Rice
                            Chairman and Chief Executive Officer

Date:  January 18, 1995

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

Signature                       Title                 Date

/s/ Charles E. Rice*          Chairman of the    January 18, 1995
__________________________    Board, Chief
Charles E. Rice               Executive Officer
                              and Director
                              (Principal Executive
                              Officer)

/s/ Charles W. Newman*        Chief Financial    January 18, 1995
__________________________    Officer (Principal
Charles W. Newman             Financial Officer)

/s/ Patrick J. McCann         Controller         January 18, 1995
__________________________    (Principal Accounting
Patrick J. McCann             Officer)

/s/ Walter H. Alford*         Director           January 18, 1995
__________________________
Walter H. Alford

/s/ Rita Bornstein*           Director           January 18, 1995
__________________________
Rita Bornstein

/s/ Alvin R. Carpenter*       Director           January 18, 1995
__________________________
Alvin R. Carpenter

                                      -10-
/s/ James L. Broadhead*       Director           January 18, 1995
__________________________
James L. Broadhead

/s/ Armando M. Codina*        Director           January 18, 1995
__________________________
Armando M. Codina

/s/ Joe B. Cordell*           Director           January 18, 1995
__________________________
Joe B. Cordell

/s/ Marshall M. Criser*       Director           January 18, 1995
__________________________
Marshall M. Criser

/s/ Jack  B. Critchfield*     Director           January 18, 1995
__________________________
Jack B. Critchfield

/s/ Carter H. Golembe*        Director           January 18, 1995
__________________________
Carter H. Golembe

/s/ Allen L. Lastinger, Jr.*  President,         January 18, 1995
__________________________    Chief Operating
Allen L. Lastinger, Jr.       Officer and
                              Director

/s/ Clarence V. McKee*        Director           January 18, 1995
__________________________
Clarence V. McKee

/s/ Tom L. Rankin*            Director           January 18, 1995
__________________________
Tom L. Rankin

/s/ Frederick H. Schultz*     Director           January 18, 1995
__________________________
Frederick H. Schultz

/s/ Stewart Turley*           Director           January 18, 1995
__________________________
Stewart Turley

/s/ John A. Williams*         Director           January 18, 1995
__________________________
John A. Williams
/s/ Patrick J. McCann
___________________________
*Patrick J. McCann
 Attorney-in-Fact

                                     - 11 -
Pursuant to the requirements of the Securities Act of 1933, the Employee
Benefits Committee of Barnett Banks, Inc., which serves as Plan Administrator,
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Jacksonville and State of
Florida on the 18th day of January, 1995.

                    LONG TERM INCENTIVE PLAN

                    By:/s/ Deborah Carroll
                       ______________________________
                       Deborah Carroll
                       Secretary of Employee Benefits Committee

                                     - 12 -
INDEX TO EXHIBITS

                                             Pagination by
Exhibit             Exhibit                  Sequential
Number              Description              Numbering System

5         Opinion of Mahoney Adams & Criser.

23(a)     Consent of Arthur Andersen LLP.

23(b)     Consent of Price Waterhouse.

24        Powers of Attorney.

                                     - 13 -