<PAGE>

                                  FORM 10-K

                      SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C.  20549


               /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 1996

                                OR

            / /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from             to
                                        ------------   ------------

       Commission file number: 1-7901


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



                  FLORIDA                            59-0560515
         -------------------------------         -------------------
         (State or other jurisdiction of           (IRS Employer
          incorporation or organization)         Identification No.)


     50 N. LAURA STREET, JACKSONVILLE, FL                   32202-3638
     ----------------------------------------               -----------
     (Address of principal executive offices)               (Zip Code)

      Registrant's telephone number, including area code (904) 791-7720
                                                         --------------


                                        1
<PAGE>

Securities registered pursuant to Section 12(b) of the Act:

                                  NAME OF EXCHANGE
TITLE OF EACH CLASS               ON WHICH REGISTERED
Common Stock                      The New York Stock Exchange
Par Value $2.00 per share

8 1/2% Subordinated Capital       The New York Stock Exchange
 Notes, due 1999

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes   X    No
                                                   -----     -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K (Section 229.405 of this chapter) is not contained 
herein, and will not be contained, to the best of registrant's knowledge, in 
definitive proxy or information statements incorporated by reference in 
Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant at December 31, 1996 is approximately $7,800,134,417.

Common Stock outstanding at December 31, 1996:
                              189,668,922 Shares

                    DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference in this report:  (1)
portions of Registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1996, in Parts II and III and (2) Registrant's 1997
Annual Meeting Proxy Statement in Part III, which is incorporated by
reference pursuant to Instruction G of Form 10-K.  The Company will file its
definitive Proxy Statement with the Commission prior to March 31, 1997.


                                        2
<PAGE>


INDEX TO FORM 10-K
CONSOLIDATED--BARNETT BANKS, INC. AND AFFILIATES


NOTE: Certain information required by Form 10-K is incorporated by reference 
from the 1996 Annual Report as indicated below. Only that information 
expressly incorporated by reference is deemed filed with the Commission.

PART I
Item 1    Business
Item 2    Properties
Item 3    Legal Proceedings
Item 4    Submission of Matters to a Vote of Security Holders - None

PART II                                             ANNUAL REPORT REFERENCE(1)
Item 5    Market for the Registrant's Common Stock and Related
          Stockholder Matters  . . . . . . . . . . . Inside front cover, 68
Item 6    Selected Financial Data . . . . . . . . . . . . . . . . . . . . 1
Item 7    Management's Discussion and Analysis of Financial
          Condition and Results of Operations. . . . . . . .20 - 37, 40- 43
Item 8    Financial Statements and Supplementary Data  . . .38, 39, 44 - 65
Item 9    Changes in and Disagreements with Accountants on 
          Accounting and Financial Disclosure . . . . . . . . . . . . .None

PART III(2)
Item 10   Directors and Executive Officers of the Registrant:
          Executive Officers. . . . . . . . . . . . . . . . . . . . . . .67
          Directors . . . . . . . . . . . . . . . . . . . . . . . . . . .67
Item 11   Executive Compensation
Item 12   Security Ownership of Certain Beneficial Owners and Management
Item 13   Certain Relationships and Related Transactions

PART IV
Item 14   Exhibits, Financial Statement Schedules, and Reports on Form 8-K

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

                                       3

<PAGE>

ITEMS OF PART IV - FORM 10-K

  (a)1.   The financial statements of Barnett are listed in response to     
          Item 8 of this report and are incorporated by reference.

  (a)2.   Financial Statement Schedules:
          All schedules to the consolidated financial statements required by
          Article 9 of Regulation S-X and all other schedules to the financial
          statements of the Registrant have been omitted because the information
          is either not required, not applicable, or is included in the
          financial statements or notes thereto.
  (b).    Reports on Form 8-K:  None.

  (c).    Exhibits:

   3.     Articles of Incorporation are incorporated by reference to exhibit 
          4(a) of the Corporation's Registration Statement No. 33-59246 

   4.     Instruments defining the rights of security holders,
              including indentures:

              (a)  Indenture dated as of May 15, 1972, relating to 7-3/4%
                   Sinking Fund Debentures due 1997.
              (b)  Indenture dated as of August 15, 1984 relating to the 8.5%
                   Subordinated Capital Notes due 1999.
              (c)  Indenture dated as of October 19, 1990, and supplemental
                   indentures dated April 21, 1991 and May 14, 1993 relating
                   to Debt Securities of the Company.
              (d)  Indenture dated as of October 19, 1990 and supplemental
                   indenture as of April 22, 1991 related to Debt Securities 
                   of the Company.
              (e)  Indenture dated March 16, 1995 relating to Subordinated 
                   Debt Securities of the Company
              (f)  Indenture dated March 16, 1995 relating to Senior Debt 
                   Securities of the Company
              (g)  Registration Rights Agreement dated as of December 2, 1996 
                   relating to the Capital Securities of Barnett Capital II 
                   (including therein a schedule identifying substantially 
                   identical registration rights agreements dated November 27,
                   1996 and January 28, 1997, relating to the Capital 
                   Securities of Barnett Capital I and Barnett Capital III, 
                   respectively).
              (h)  Guarantee Agreement dated as of December 2, 1996 for the 
                   benefit of holders of the Capital Securities of Barnett 
                   Capital II (including therein a schedule identifying 
                   substantially identical guarantee agreements dated 
                   November 27, 1996 and January 28, 1997, relating to the 
                   Capital Securities of Barnett Capital I and Barnett 
                   Capital III, respectively).
              (i)  Indenture dated as of December 2, 1996 relating to 7.95% 
                   Junior Subordinated Debentures Due 2026 of the Company 
                   (including therein a form of Junior Subordinated Debenture 
                   and a schedule identifying substantially identical indentures
                   dated November 27, 1996 and January 28, 1997 relating to 
                   additional issuances of junior subordinated debentures of 
                   the Company).
              (j)  Amended and Restated Declaration of Trust of Barnett 
                   Capital II dated as of December 2, 1996 relating to 
                   $200,000,000 Capital Securities of the Trust (including 
                   therein a form of Capital Security and a schedule identifying
                   substantially identical amended and restated declarations of
                   trusts dated November 27, 1996 and January 28, 1997, of 
                   Barnett Capital I and Barnett Capital III, respectively).

  10.     Material contracts:

          (a)  Long Term Incentive Plan of Barnett Banks, Inc., as amended
          (b)  Employment agreements
          (c)  Trust under executive benefit plan

  11.     Statement re Computation of Per Share Earnings.

  12.     Ratios of Earnings to Combined Fixed Charges and Preferred Dividends.

  13.     Annual Report to Security Holders for the fiscal year ended
          December 31, 1996.

  21.     Subsidiaries of the Registrant.

  23.     Consents of experts and counsel
          (a)  Consent of Arthur Andersen LLP

  24.     Powers of Attorney

  27.     Financial Data Schedule

(1)These items are incorporated from the 1996 Annual Report.



                                       4
<PAGE>

(2)Except for the information relating to executive officers, the  material
required by Items 10 through 13 is hereby incorporated by reference from the
Company's definitive proxy statement pursuant to Instruction  G of Form 10-K.
The Company will file its definitive Proxy Statement with the Commission prior
to March 31, 1997.

BUSINESS

GENERAL
       Barnett Banks, Inc. is a multi-bank holding company, headquartered in 
Jacksonville, Florida, that was organized in 1930.  Between 1930 and 1965, 
Barnett controlled several small banks on the East Coast of Florida and was 
affiliated with Barnett Bank of Jacksonville N.A. through common ownership.  
In 1966, the company acquired the Jacksonville bank, chartered in 1877, and 
began a program of expansion through the acquisition and organization of 
banks in Florida's major population centers.  In 1986, Barnett completed its 
first acquisition in Georgia.
       Now one of the top 25 financial institutions in the United States, 
Barnett had assets of $41.2 billion and deposits of $33.8 billion on December 
31, 1996.  On that date, Barnett owned 4 commercial banks with a total of 622 
offices in 45 Florida counties and 8 Georgia counties. At December 31, 1996, 
Barnett and its subsidiaries had 19,717 full-time employees.
       The majority of average deposits for 1996 were held by the principal 
banking subsidiary, Barnett Bank, N.A., and were $32.9 billion, or 99% of the 
combined total deposits of the banking subsidiaries.  The remaining three 
banking subsidiaries had less than $500 million in deposits.  Barnett's 
banking subsidiaries generally provide a full range of commercial banking and 
related financial services to the retail, wholesale, manufacturing, real 
estate and financial sectors of its markets.  State banking laws have been a 
major factor in the development of the company's corporate structure in 
Florida.  Prior to 1977, Florida was a unit banking state, prohibiting the 
state's banks from operating branches.  At the end of 1976, Barnett operated 
60 separate banks in 24 counties.  Since then, the Florida Banking Code has 
been liberalized to permit cross-county mergers and, in 1988, to permit 
cross-county branching.  Since 1977, Barnett has consolidated more than 100 
Florida banking organizations into 2 banks, one of which serves multi-county 
markets.
       In addition to its general banking business, Barnett and its 
affiliates are engaged in consumer finance which specializes in originating, 
securitizing and servicing fixed-rate consumer loans secured by first or 
second mortgages, residential lending, indirect dealer auto lending and 
leasing, merchant servicing and asset management which offers insurance 
products, mutual funds, annuities, trust services and brokerage services.

CHANGES IN ORGANIZATIONAL STRUCTURE
       In October 1996, the company entered into an agreement with Household 
Credit Services, Inc. to form a strategic alliance to manage and build 
Barnett's credit card business. The company sold $776 million of non-core 
credit card outstandings, less related reserves of $31 million, to Household. 
Household will service the company's core portfolio and will assist in 
pursuing new credit card accounts. In May 1996, the company completed the 
sale of its mortgage servicing operation and other assets to Homeside, Inc., 
a mortgage servicing venture in which the company has an approximate 
one-third interest. The sale included $136 million in goodwill and $211 
million in purchased mortgage servicing rights. The company invested $118 
million into the venture. No significant gains or losses were incurred 
related to these transactions.  In 1996, the company completed the 
consolidation of its 32 banking charters into 4 to enhance internal 
operations, reduce reporting redundancies and focus more resources on serving 
customer needs. Several non-bank subsidiaries were also consolidated into the 
resulting subsidiary, Barnett Bank, N.A. Barnett's subsidiary banks in 
Southeast Georgia, Southwest Georgia and the Community Bank of the Islands on 
Sanibel Island retained their individual bank chartres.

                                       5

<PAGE>

COMPETITION
       Pursuant to the Riegle-Neal Interstate Banking and Branching 
Efficiency Act of 1994, substantially all state law barriers to the 
acquisition of banks by out-of-state bank holding companies were eliminated 
as of September 29, 1995. The law will also permit interstate branching by 
banks effective June 1, 1997 subject to the ability of states to opt out of 
interstate branching completely or to set an earlier effective date. The 
company anticipates that the effect of the new law will be to increase 
competition within the markets in which it now operates, although the company 
cannot predict the extent nor the timing of any increased competition.
       In addition to competition from other banks, Barnett continues to 
face increased competition from other financial services organizations. 
Savings and loan associations continue to compete for loans and deposits, 
while finance companies and credit unions compete in the important areas of 
consumer lending and deposit gathering. Non-traditional financial service 
providers such as brokerages, mutual funds, insurance companies and finance 
subsidiaries of industrial companies have intensified competition in recent 
years. Additionally, Barnett's national mortgage banking and consumer finance 
subsidiaries face significant competition from numerous bank and non-bank 
companies.

SUPERVISION AND REGULATION
       Barnett is a bank holding company subject to supervision and 
regulation by the Federal Reserve Board under the Bank Holding Company Act of 
1956, as amended. As a bank holding company, Barnett's activities and those 
of its banking and nonbanking subsidiaries are limited to the business of 
banking and activities closely related or incidental to banking. Barnett may 
not directly or indirectly acquire the ownership or control of more than five 
percent of any class of voting shares or substantially all of the assets of 
any company, including a bank, without the prior approval of the Federal 
Reserve Board. In addition, the Georgia Department of Banking and Finance 
regulates the Georgia operations of bank holding companies. Various federal 
and state laws and regulations also govern the operations of the company's 
banking subsidiaries. 
       Dividends and management fees from subsidiaries are the holding 
company's major source of income. Dividend payments from the banking 
subsidiaries may be limited by statutes. (See NOTE R of NOTES TO FINANCIAL 
STATEMENTS in the 1996 Annual Report.)
       Barnett's subsidiary banks are subject to regulation and supervision by 
the Office of the Comptroller of the Currency (OCC) (in the case of 
nationally chartered banks), the state banking authorities of the states in 
which they are organized (in the case of state chartered banks), the Federal 
Reserve Board (in the case of state chartered member banks) and the FDIC.
       Barnett and its subsidiaries are also affected by various state and 
federal laws, including those relating to consumer protection and similar 
matters, as well as by the fiscal and monetary policies of the federal 
government and its agencies, including the Federal Reserve Board. An 
important purpose of these policies is to curb inflation and control 
recessions through control of the supply of money and credit. The Federal 
Reserve Board uses its powers to establish reserve requirements of insured 
depository institutions and to conduct open market operations in the United 
States government securities so as to influence the supply of money and 
credit. These policies have a direct effect on the amount of bank loans and 
deposits and on interest rates charged on loans and paid on deposits, with 
the result that federal policies have a material effect on the earnings of 
Barnett and its subsidiaries. Future policies of the Federal Reserve Board and 
other government authorities and future changes in state and federal laws and 
regulations cannot be predicted nor can their effect on the future earnings 
of Barnett and its subsidiaries be predicted.
       On August 10, 1993, the Federal Deposit Insurance Act was amended to 
provide that in the event of the liquidation or other resolution of an 
insured depository institution occurring on or after such date, the claims of 
depositors of such institution (including claims by the FDIC as subrogee of 
insured depositors) are entitled to priority in payment over the claims of 
any other senior or general creditors of the institution, including 
shareholders.
       Effective December 31, 1992, the federal bank regulatory authorities 
each adopted risk-based capital guidelines to which Barnett and its banking 
subsidiaries are subject. These guidelines establish a systematic analytical 
framework that makes regulatory capital requirements more sensitive to 
differences in risk profile among banking organizations, takes off-balance 
sheet exposures into explicit account in assessing capital adequacy and 
minimizes disincentives to holding liquid, low-risk assets. Failure to meet 
applicable capital guidelines could subject a bank to a variety of 
enforcement remedies available to the federal regulatory authorities, 
including limitation on the ability to pay dividends, the issuance of a 
directive to increase capital, the termination of deposit insurance by the 
FDIC, and appointment of a conservator or receiver. On December 31, 1996, 
Barnett and each of its subsidiary banks' capital levels exceeded the capital 
guidelines established by the federal banking authorities.
       The Federal Deposit Insurance Corporation Improvement Act of 1991 
(FDICIA) provides for expanded regulation of depository institutions and 
their subsidiaries and assigns to the federal banking agencies broad powers to 
take prompt corrective action to resolve problems of insured depository 
institutions.  The extent of these powers depends upon whether the 
institutions in question are "well capitalized," "adequately capitalized," 
"undercapitalized," "significantly undercapitalized," or "critically 
undercapitalized." The FDICIA imposes progressively more restrictive
constraints on operations, management, and capital distributions based on the 
category in which an institution is classified. A depository institution is 
considered "well capitalized" if it has (i) a total risk-based capital ratio of
10% or greater, (ii) a Tier 1 risk-based capital ratio of 6% or greater, (iii) 
a leverage ratio of 5% or greater and (iv) is not subject to any order or 
written directive to meet and maintain a specific capital level. On 
December 31, 1996, Barnett and each of its subsidiary banks were considered by 
federal regulatory authorities to be "well capitalized."
       Barnett's non-banking activities are supervised by the Federal Reserve 
Board with respect to companies directly owned by Barnett, and by the OCC 
with respect to companies owned directly by Barnett Bank, N.A. In addition, 
each of Barnett's direct and indirect nonbanking subsidiaries also is subject 
to supervision and regulation by various state and federal agencies, 
including but not limited to, the Commission and/or the National Association 
of Securities Dealers, Inc. (Barnett Investments, Inc. and Barnett Capital 
Advisors, Inc.) and the Department of Insurance of the State of Florida 
(Barnett Annuities Corp. and Barnett Insurance Services, Inc.)
       The FDICIA recapitalized the deposit insurance funds and gave 
regulators the authority to restrict the operations, management and capital 
distributions of a bank, depending upon its risk. On December 31, 1996, all 
of Barnett's subsidiary banks fell into the lowest risk category.  FDICIA also 
directs regulators to establish underwriting and operations standards, 
encompassing such areas as real estate lending, consumer disclosure rules, 
internal controls and new reporting requirements.
       As discussed under the Competition section, the Riegle-Neal Interstate 
Banking and Branching Efficiency Act of 1994 permits an adequately 
capitalized and managed bank holding company, with Federal Reserve 
Board approval, to acquire banking institutions located in states other than 
the bank holding company's home state, which have not opted out of interstate 
branching, without regard to whether the transaction is prohibited under state 
law.

PROPERTIES
       On December 31, 1996, the company and its subsidiaries had consolidated 
premises and equipment with a net book value of $1.1 billion. The company and 
its affiliates generally own their offices and related facilities. Most of 
the company's non-banking subsidiaries and many of the company's consolidated 
operations functions are housed in a multi-use office park in Jacksonville.

LEGAL PROCEEDINGS
       The company and its subsidiaries are subject to various pending legal 
proceedings arising in the normal course of business. After consultation with 
legal counsel, management does not anticipate that the ultimate liability, if 
any, arising out of these matters will have a material effect on the 
company's financial condition, results of operations or liquidity.

                                       6

<PAGE>

EXECUTIVE OFFICERS
       CHARLES E. RICE, 61, Chairman of the Board and Chief Executive Officer 
since November 1988 and Chairman of the Board, President and Chief Executive 
Officer from April 1984 to November 1988. Mr. Rice, who has been Chief 
Executive Officer since 1979, joined the company in 1966 and was first 
elected an executive officer in 1971.
       ALLEN L. LASTINGER, JR., 54, President and Chief Operating Officer 
since January 1991; Vice Chairman and Chief Banking Officer from November 
1988 to December 1990; and Vice Chairman/Retail Banking from April 1984 to 
November 1988. Mr. Lastinger joined the company in 1971 and was first elected 
an executive officer in 1980.
       RICHARD A. ANDERSON, 52, Regional Banking Executive, North Region 
since April 1996. Regional Banking Executive/ Central Region from April 1994 
to April 1996; President and Chief Executive Officer of Barnett Bank of 
Broward County, N.A. from January 1990 to April 1994; and President and Chief 
Executive Officer of Barnett Bank of Naples from June 1987 to January 1990. 
Mr. Anderson joined the company in 1979 and was first elected an executive 
officer in 1994.
       JUDY BEAUBOUEF, 50, Chief Legal Executive since 1991; Associate 
General Counsel from 1988 to 1991. Ms. Beaubouef joined the company in 1988 
and was first elected an executive officer in 1991.
       SUSAN S. BLASER, 47, Chief Marketing Executive since December 1994; 
Senior Vice President for Retail Banking for First Bank System from February 
1991 to October 1994; Senior Vice President of CVN Companies from 1988 to 
1990. Ms. Blaser joined the company as an executive officer in 1994.
       RICHARD C. BREWER, 55, Chief Credit Policy Executive since July 1994; 
Regional Banking Executive/Central Region from January 1989 to July 1994; and 
Chairman and Chief Executive Officer of Barnett Bank of Southwest Florida 
from January 1986 to January 1989. Mr. Brewer joined the company in 1970 and 
was first elected an executive officer in 1989.
       M. ALEX CROTZER, 43, Chief Business Banking Executive since April 
1996; Chief Executive Officer of Barnett Bank of Broward from May 1994 to 
April 1996; President and Chief Executive Officer of Barnett Bank of West 
Florida from January 1993 to May 1994; Head of Corporate Banking of Barnett 
Bank of Central Florida from March 1986 to January 1993; Senior Vice President
of Real Estate of Barnett Bank of Jacksonville from May 1984 to March 1986. Mr.
Crotzer joined the Company in 1978 and was first elected an executive officer 
in 1996.
       GREGORY M. DELANEY, 33, Chief Accounting Officer and Controller since 
January 1997. Mr. Delaney joined the Company in 1990 and was first elected an 
executive officer in 1997.
       DOUGLAS K. FREEMAN, 46, Chief Consumer Credit Executive since April 
1996; Chief Corporate Banking Executive from August 1991 to April 1996; 
Executive Vice President for Business Banking of Wells Fargo Bank from 
January 1989 to August 1991. Mr. Freeman joined the company as an executive 
officer in 1991.
       LEE E. HANNA, 47, Chief Retail Delivery Executive since July 1996; 
President of Barnett Bank of Broward County from April 1996 to July 1996; 
President & Chief Operating Officer of Barnett Bank of South Florida from 
February 1994 to April 1996; Executive Vice President of Retail Banking of 
Barnett Bank of South Florida from May 1991 to February 1994; Executive Vice 
President of Retail Lending, Barnett Bank of Central Florida from 1987 to 
May 1991. Mr. Hanna joined the Company in 1977 and was first elected an 
executive officer in 1996.
       RICHARD J. JONES, 46, Chief Asset Management Executive for Barnett 
Banks, Inc. since July 1995; President and Chief Executive Officer of Fleet 
Investment Services and Corporate Vice President of Fleet Financial Group 
from 1991 to 1995.
       PAUL T. KERINS, 53, Chief Human Resources Executive since February 
1985, when he joined the company as an executive officer.
       PATRICK J. MCCANN, 40, Director of Finance since November 1996; 
Controller from September 1992 to November 1996; Director of Finance/Central 
Region from January 1989 to September 1992; Chief Financial Officer of Barnett
Bank of Southwest Florida from January 1988 to June 1989; and Controller from
September 1987 to January 1988. Mr. McCann joined the company in 1987 and was 
first elected an executive officer in 1992.
       JAMES F. MONDELLO, 53, Regional Banking Executive/ South Region since 
February 1991; Regional Banking Executive/East Region from January 1989 to 
February 1991; and Executive Vice President and Chief Operating Officer of 
Barnett Bank of Polk County from January 1988 to January 1989. Mr. Mondello 
joined the company in 1983 and was first elected an executive officer in 1989.
       CHARLES W. NEWMAN, 47, Chief Financial Officer since January 1992 and 
Executive Vice President and Controller from January 1988 to January 1992. 
Mr. Newman joined the company in 1983 and was first elected an executive 
officer in 1985.
       HINTON F. NOBLES, JR., 51, Executive Vice President since April 1985. 
Mr. Nobles joined the company in 1974 and was first elected an executive 
officer in 1983.
       RICHARD J. REDICK, 46, Chief Technology Executive since November 1996; 
Director of Finance from February 1993, when he joined the company as an 
executive officer, to November 1996; Executive Vice President of BayBank 
Boston, N.A. from 1983 to February 1993.

                                       7


<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf, thereunto duly authorized.

Date:  March 10, 1997

                                  BARNETT BANKS, INC.


                                  BY:            *
                                      --------------------------
                                       Charles E. Rice, Chairman and
                                       Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.

       NAME                   TITLE                     DATE
       ----                   -----                     ----

         *                    Director                  March 10, 1997
---------------------
Walter H. Alford


         *                    Director                  March 10, 1997
---------------------
Rita Bornstein


         *                    Director                  March 10, 1997
---------------------
James L. Broadhead


         *                    Director                  March 10, 1997
---------------------
Alvin R. Carpenter


         *                    Director                  March 10, 1997
---------------------
Marshall M. Criser

         *                    Director                  March 10, 1997
---------------------
Jack B. Critchfield


                              Director                  March 10, 1997
---------------------
Remedios Diaz Oliver

                                       8

<PAGE>

          NAME                   TITLE                      DATE
          ----                   -----                      ----


         *                        President, Chief          March 10, 1997
---------------------             Operating Officer
Allen L. Lastinger, Jr.           and Director
                                  


         *                        Director                  March 10, 1997
---------------------
Clarence V. McKee


GREGORY M. DELANEY                Controller                March 10, 1997
---------------------             (Principal Accounting
Gregory M. Delaney                Officer)
                                  


CHARLES W. NEWMAN                 Chief Financial           March 10, 1997
---------------------             Officer (Principal
Charles W. Newman                 Financial Officer)
                                  


         *                        Director                  March 10, 1997
---------------------             
Stewart Turley

         *                        Director                  March 10, 1997
---------------------
Thompson L. Rankin


         *                        Chairman and Chief        March 10, 1997
---------------------             Executive Officer
Charles E. Rice                   and Director (Principal
                                  Executive Officer)
                                  


         *                        Director                  March 10, 1997
---------------------
Frederick H. Schultz


         *                        Director                  March 10, 1997
---------------------
John A. Williams


HINTON F. NOBLES, JR.             Executive                 March 10, 1997
---------------------             Vice President
Hinton F. Nobles, Jr.

* by signing his name hereto, does sign this document on behalf of each of the
persons indicated by an asterisk above, pursuant to Powers of Attorney duly
executed by such persons and filed with the Securities and Exchange
Commission.


                                       9

<PAGE>

                             EXHIBIT INDEX
                             -------------


 3.  Articles of Incorporation and Bylaws.

      *(a)  Amended and Restated Articles of
            Incorporation.


    ***(b)  Bylaws.

 4.   Instruments defining the rights of security
      holders, including indentures:

      **(a) Indenture dated as of May 15, 1972,
             relating to 7 3/4% Sinking Fund Debentures
             due 1997.

       +(b) Indenture dated as of August 15, 1984,
             relating to Floating Rate Subordinated
             Capital Notes due 1996 and to 8 1/2%
             Subordinated Capital Notes due 1999.

      ++(c) Indentures as of October 19, 1990,
             and supplemental indentures dated April
             21, 1991 and May 14, 1993 relating
             to Debt Securities of the Company.

      ++(d)  Indenture dated as of October 19, 1990 and supplemental indenture
             as of April 22, 1991 related to Debt Securities of the Company.

     +++(e)  Indenture dated March 16, 1995 relating to Subordinated Debt 
             Securities of the Company.

     +++(f)  Indenture dated March 16, 1995 relating to Senior Debt Securities
             of the Company.

        (g)  Registration Rights Agreement dated as of December 2, 1996 
             relating to the Capital Securities of Barnett Capital II 
             (including therein a schedule identifying substantially 
             identical registration rights agreements dated November 27, 1996 
             and January 28, 1997, relating to the Capital Securities of 
             Barnett Capital I and Barnett Capital III, respectively).

        (h)  Guarantee Agreement dated as of December 2, 1996 for the benefit 
             of holders of the Capital Securities of Barnett Capital II 
             (including therein a schedule identifying substantially 
             identical guarantee agreements dated November 27, 1996 and 
             January 28, 1997, relating to the Capital Securities of Barnett 
             Capital I and Barnett Capital III, respectively).

        (i)  Indenture dated as of December 2, 1996 relating to 7.95% Junior 
             Subordinated Debentures Due 2026 of the Company (including 
             therein a form of Junior Subordinated Debenture and a schedule 
             identifying substantially identical indentures dated November 
             27, 1996 and January 28, 1997 relating to additional issuances 
             of junior subordinated debentures of the Company).

        (j)  Amended and Restated Declaration of Trust of Barnett Capital II 
             dated as of December 2, 1996 relating to $200,000,000 Capital 
             Securities of the Trust (including therein a form of Capital 
             Security and a schedule identifying substantially identical 
             amended and restated declarations of trusts dated November 27, 
             1996 and January 28, 1997, of Barnett Capital I and Barnett 
             Capital III, respectively).

10.   Material Contracts

       -(a)  Long Term Incentive Plan of Barnett Banks, Inc., as amended.

      --(b)  Employment Agreement Messrs. Nobles,  Newman,
              Rice, Lastinger & Brewer

     ---(c)  Trust under executive benefit plan

11.   Statement re Computation of Per Share Earnings.

12.   Ratios of Earnings to Combined Fixed Charges
      and Preferred Stock Dividends.

13.   Annual Report to Security Holders for the fiscal
      year ended December 31, 1996.

21.   Subsidiaries of the Registrant in addition to page 62 
      of the Annual Report to Shareholders.

23.   Consent of Experts

      (a) Consent of Arthur Andersen LLP

24.   Powers of Attorney.

27.   Financial Data Schedule

__________________________


                                       10

<PAGE>

  *Previously filed as Exhibits to Registrant's Registration
   Statement of Form S-3, Registration No. 33-59246 and incorporated
   herein by reference.

 **Previously filed as Exhibits to Registrant's Form 10-K for the
   fiscal year ended December 31, 1981, and incorporated herein by
   reference.

***Previously filed as Exhibits to Registrant's Registration Statement
   on Form S-3. Registration Statement No. 33-57597 and incorporated 
   herein by reference.

  +Previously filed as Exhibit to Registrant's Registration State-
   ment on Form S-3, Registration No. 2-92815, and incorporated
   herein by reference.

 ++Previously filed as Exhibit to Registrant's Form 10-K for the
   fiscal year ended December 31, 1990, and incorporated herein by
   reference.

+++Previously filed as Exhibit to Registrant's Report on Form 8-K
   dated March 22, 1995.

  -Previously filed  as Exhibit to  Registrant's Form 10-K for the
   fiscal year ended December 31, 1984, and incorporated herein by
   reference.

 --Previously filed as Exhibit to Registrant's Form 10-K for the
   fiscal year ended December 31, 1993, and incorporated herein by 
   reference.

---Previously filed as Exhibit to Registrant's Registration Statement 
   on Form S-3, Registration No. 33-21649 and incorporated herein by 
   reference.

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<PAGE>

APPENDIX DESCRIBING PICTURES AND CHARTS IN ANNUAL REPORT TO SHAREHOLDERS

On pages 2 and 5 of the printed version, photos of Charles E. Rice, Chairman 
and Chief Executive Officer, appear.

On pages 3 and 6 of the printed version, photos of Allen L. Lastinger, Jr., 
President and Chief Operating Officer, appear.

On pages 8 through 17 of the printed version, photos of people (customers) 
appear.

On page 19 of the printed version, pie chart graphs show pictorially the 
approximate percentage of total company revenue and net income each of the 
three business lines contributed as follows: Asset Management Revenue 37%, 
Net Income 25%, Consumer Credit Revenue 26%, Net Income 24%, Business Banking 
Revenue 23%, Net Income 35%.



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