BARNETT BANKS INC, S-3/A, 1997-05-12

BARNETT BANKS INC
S-3/A, 1997-05-12
STATE COMMERCIAL BANKS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 1997

REGISTRATION STATEMENT NO. 333-21649

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------

Pre-Effective Amendment
No. 1 To

FORM S-3

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 Number)

50 NORTH LAURA STREET
JACKSONVILLE, FLORIDA 32202
(904) 791-7720
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

--------------------
CHARLES E. RICE
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
BARNETT BANKS, INC.
50 NORTH LAURA STREET
JACKSONVILLE, FLORIDA 32202
(904) 791-7720
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

--------------------
Copies to:
HALCYON E. SKINNER, ESQ.
MAHONEY ADAMS & CRISER, P.A.
50 NORTH LAURA STREET
JACKSONVILLE, FLORIDA 32202

Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]

CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Title of Each Class Amount to Be Proposed Maximum Aggregate Proposed Maximum Amount of
of Securities To Be Registered Offering Price Per Unit(2) Aggregate Offering Registration Fee(2)
Registered Price(2)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock par value 8,000,000 Shares(1) $46.01 $368,080,000 $111,539.39(4)
$2.00 per share (including
preferred stock purchase
rights) **

Common Stock, par value 4,000,000 Shares(1) $49.75 $199,000,000 $ 60,303.03
$2.00 per share (including
preferred stock purchase
rights) (3)
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
(1) This Pre-effective Amendment No. 1 registers an additional 4,000,000 shares
(the "Added Shares") of Barnett Banks, Inc. Common Stock (the "Common
Stock"). This Registration Statement was originally filed on February 12, 1997
to register 8,000,000 shares of Common Stock (the "Original Shares").

(2) The maximum aggregate offering price is estimated solely for the purpose of
determining the registration fee. The registration fee is calculated with
respect to the Added Shares based on the average of the high and low prices
for the Common Stock reported on the New York Stock Exchange on May 8, 1997.
The registration fee with respect to the Original Shares was based on the
average of the high and low prices for the Common Stock reported on the
New York Stock Exchange on February 7, 1997 and was previously paid.

(3) There is also being registered hereunder associated rights to purchase
shares of Barnett Banks, Inc.'s Junior Participating Preferred Stock, par
value $0.10 per share, which rights are (a) not currently exercisable and
(b) not currently separable from shares of Common Stock. In addition, this
registration statement includes such indeterminate number of shares of
Common Stock as may be issuable as a result of stock splits or similar
transactions.

(4) Previously Paid

</TABLE>

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PROSPECTUS

BARNETT BANKS, INC.

COMMON STOCK, $2.00 PAR VALUE

12,000,000 SHARES

This Prospectus relates to the resale, from time to time, by U.S. Trust
Company of California, N.A., as trustee (the "Trustee") of the Barnett Banks,
Inc. Trust Under Executive Benefit Plan (the "Trust") of up to 4,000,000
shares of common stock, $2.00 par value (the "Common Stock"), of Barnett
Banks, Inc. (the "Company") proposed to be contributed from time to time by
the Company to the Trust, together with the 8,000,000 shares of Common Stock
previously contributed by the Company to the Trust (such 12,000,000 shares
being collectively referred to as the "Shares"). The Company established the
Trust and authorized the issuance of the Shares into the Trust in order to
secure certain benefits payable to participants under nonqualified
compensation and benefit plans of the Company.

The Shares may be offered for sale by the Trust from time to time on the
New York Stock Exchange or in the over-the-counter market, in one or more
negotiated transactions, by or through brokers or dealers, or in any
combination of the foregoing. The Shares may be sold at a fixed offering
price, at market prices prevailing at the time of sale or at negotiated
prices. The Trustee will receive the net proceeds of the sale of any Shares.
The Company will receive no proceeds pursuant to the sale of the Shares.
All expenses of registration incurred in connection with this offering will
be borne by the Company.

The Common Stock of the Company is listed, and application will be made to
list the Shares, on the New York Stock Exchange under the symbol "BBI". The
closing price of the Common Stock on the New York Stock Exchange on May 7,
1997 was $ 49.25 per share.

No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus or
any Prospectus Supplement and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company
or the Trust or any underwriter, dealer or agent. Neither this Prospectus nor
any Prospectus Supplement constitutes an offer to sell or a solicitation of an
offer to buy any of the Shares offered hereby in any jurisdiction to any person
to whom it is unlawful to make such offer in such jurisdiction. Neither the
delivery of this Prospectus or any Prospectus Supplement nor any sale hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS MAY 12, 1997.

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the
Commission's public reference room located at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the public reference facilities in the
Commission's regional offices located at: Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661; and Seven World
Trade Center, New York, New York 10048. Copies of such materials can be
obtained at prescribed rates by writing to the Securities and Exchange
Commission, Public Reference Section, 450 Fifth Street, N.W., Washington,
D.C. 20549. The Commission maintains a Web site that contains reports, proxy
and information statements and other information regarding registrants, such
as the Company, that file electronically with the Commission and the address
of such Web site is http://www.sec.gov. Certain of the Company's securities
are listed on the New York Stock Exchange, Inc. ("NYSE"), and reports, proxy
statements and other information concerning the Company may be inspected at
the offices of the NYSE, 20 Broad Street, New York, New York 10005.

The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. Such additional information may
be obtained from the public reference room of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549. Statements contained in the Prospectus
or in any document incorporated by reference in this Prospectus as to the
contents of any contract or other document referred to herein or therein are
not necessarily complete, and in each instance reference is made to the copy
of such contract or other document filed as an exhibit to the Registration
Statement or such other document, each such statement being qualified in all
aspects by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission by the Company are
incorporated, as of their respective filing dates, by reference in this
Prospectus:

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

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<PAGE>

(b) the Company's Current Reports on Form 8-K January 14, 1997,
January 24, 1997 and April 7, 1997;

(c) the description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, filed with the Commission on
December 12, 1979; and

(d) the description of the Company's Junior Participating Preferred Stock
Purchase Rights, as amended, contained in its Registration Statement
on Form 8-A, filed with the Commission on July 12, 1990.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the Common Stock hereby shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated herein by reference shall be deemed to be modified
or superseded for purposes hereof to the extent that a statement contained
herein or in any other subsequently filed document which also is, or is deemed
to be, incorporated herein by reference modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed to constitute
a part hereof, except as so modified or superseded.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, ON THE REQUEST OF SUCH
PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED ABOVE UNDER
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" (OTHER THAN EXHIBITS TO SUCH
DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO:

BARNETT BANKS, INC.
CORPORATE COMMUNICATIONS DEPARTMENT
50 NORTH LAURA STREET
JACKSONVILLE, FL 32202
(904) 791-5516

THE COMPANY

The Company, organized in 1930, is a multi-bank holding company
headquartered in Jacksonville, Florida, providing financial services to
consumers and businesses through bank and non-bank subsidiaries. The
principal bank, Barnett Bank, N.A., and its subsidiaries engage in retail
financial services, commercial banking, trust and investment management
services. Indirect auto lending and leasing is carried out in several states.
Mortgage lending is conducted through retail and wholesale offices
nationwide. Other banking activities are concentrated in Florida and southern
Georgia. The principal non-bank subsidiary of the Company is EquiCredit
Corporation, which engages in consumer finance nationwide. On December 31,
1996 the Company had total assets of $41.2 billion and total deposits of
$33.8 billion. On that date, the Company was one of the top 25 financial
institutions in the United States and the largest bank holding company in
Florida.

As a bank holding company, the Company is subject to regulation and
supervision by the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") under the

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<PAGE>

Bank Holding Company Act of 1956, as amended. The bank subsidiaries of the
Company are subject to regulation and supervision by the state banking
authorities of the state in which the subsidiary is organized, the Office of
the Comptroller of the Currency, the Federal Reserve Board and/or the Federal
Deposit Insurance Corporation. The principal source of funds for the payment
of dividends by the Company is dividends paid by the Company's subsidiaries.
The amount of dividends that each subsidiary bank of the Company may pay is
limited by state and federal laws and regulations.

The Company's nonbanking activities are also supervised by the Federal
Reserve Board. In addition, Barnett Banks Insurance, Inc. is subject to
insurance laws and regulations of the Florida Department of Insurance. The
activities of Barnett Investments, Inc. are governed by the Commission, the
National Association of Securities Dealers and state securities laws.

The principal executive offices of the Company are located at 50 North
Laura Street, Jacksonville, Florida 32202. Its mailing address is Post Office
Box 40789, Jacksonville, Florida 32203, and its telephone number is (904)
791-7720.

USE OF PROCEEDS

The Shares are being offered hereby for the account of the Trust.
Accordingly, the Company will not receive any proceeds from the sale of the
Shares.

SELLING SHAREHOLDER

The Shares are offered hereby for the account of the Trust. The Company
authorized the issuance of up to 12,000,000 shares of Common Stock to be
contributed to the Trust from time to time pursuant to its terms. The Trust
was established on December 5, 1996, by the Company to provide security for
certain nonqualified deferred compensation benefits for employees of the
Company. As of May 9, 1997, the Trust owned 8,000,000 shares of Common
Stock, representing approximately 4% of the total outstanding shares of
Common Stock. The Company's Executive Compensation and Management
Development Committee is authorized to determine the desirability and timing
of contributing to the Trust all or any portion of the additional 4,000,000
shares of Common Stock authorized and covered by this Prospectus. If the
additional 4,000,000 shares had been contributed to the Trust as of May 9,
1997, such shares, together with the 8,000,000 shares previously contributed,
would represent approximately 6% of the total outstanding shares of Common
Stock. Assuming that all shares offered hereby are sold, the Trust will
beneficially own no shares of Common Stock after the completion of this
offering.

Subject to the terms and restrictions of the Trust, the Trustee has the
right to exercise all rights associated with the assets of the Trust, except
that the Trustee is required (i) to vote the Shares in the same proportion that
all other shareholders of Common Stock vote their shares of Common Stock and
(ii) to waive dividend rights with respect to the Shares. Moreover, in the case
of a tender offer for the Common Stock, the Trustee shall have no right to
tender the Shares.

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<PAGE>

Subject to terms and restrictions of the Trust, including restrictions
on the ability of the Trust to sell the Shares prior to a Change in Control
(as defined in the Trust), the Trustee may determine the timing and amount of
any future sale of the Shares. Until a Change in Control has occurred, the
Company may, on notice of a proposed sale of Shares by the Trustee, elect to
purchase such Shares from the Trustee at fair market value, as defined in the
Trust.

PLAN OF DISTRIBUTION

The Shares may be sold from time to time by the Trust in one or more
transactions (which may involve block transactions) on the New York Stock
Exchange, in the over-the-counter market, on any exchange on which the Common
Stock may then be listed, in negotiated transactions or any combination of
such methods of sale. In addition, any of the Shares that qualify for sale
pursuant to Rule 144 promulgated under the Securities Act may be sold under
Rule 144 rather than pursuant to this Prospectus. There is no assurance that
the Trust will sell any or all of the Shares. The Shares may be sold at
market prices prevailing at the time of sale or at negotiated prices. The
Trust may effect such transactions directly or by selling Shares to or
through broker-dealers, and such broker-dealers may sell the shares as agent
or may purchase such shares as principal and resell them for their own
account pursuant to this Prospectus. Such broker-dealers may receive
compensation in the form of discounts, concessions, or commissions from the
Trust and/or purchasers of Shares (which compensation may be in excess of
customary commissions and may be changed from time to time).

If required at the time that a particular offer of Shares is made, a
Prospectus Supplement will be delivered that sets forth any material
arrangements for the distribution of the Shares and the terms of the
offering, including, without limitation, the public offering or purchase
price of such Shares and any discounts, commissions or concessions allowed or
paid to underwriters, dealers or agents. The Shares may be purchased to be
re-offered to the public through underwriting syndicates led by one or more
managing underwriters, or through one or more underwriters acting alone,
which underwriters may, if permissible, be affiliates of the Company or the
Trustee. The underwriter or underwriters with respect to an underwritten
offering of the Shares will be named in the Prospectus Supplement relating to
such offering and, if an underwriting syndicate is used, the managing
underwriter or underwriters will be set forth on the cover page of such
Prospectus Supplement. Unless otherwise set forth in the applicable
Prospectus Supplement relating to an underwritten offering of the Shares, the
obligations of the underwriters named therein to purchase Shares will be
subject to certain conditions precedent, and each of the underwriters with
respect to a sale of Shares will be obligated to purchase all of its
allocated Shares if any are purchased.

In connection with the sale of the Shares, the Trust and any
participating brokers or dealers may be deemed to be underwriters as defined
in the Securities Act and any commissions or discounts and other compensation
received by them may be deemed underwriting compensation under the Securities
Act.

Underwriters, agents and their controlling persons may be entitled,
under agreements entered into with the Company and the Trustee, to
indemnification by the Company and the Trustee against certain civil
liabilities, including liabilities under the Securities Act.

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<PAGE>

Certain of the underwriters and/or agents and their affiliates may be
customers of, including borrowers from, engage in transactions with, and
perform services for, the Company or the Trustee in the ordinary course of
business.

If so indicated in the applicable Prospectus Supplement, the Trustee and
the Company will authorize dealers or other persons acting as the Trust's
agents to solicit offers by certain institutions to purchase Shares from the
Trust pursuant to contracts providing for payment and delivery on a future
date. Institutions with which such contracts may be made include commercial
and savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Trust and the Company. The obligations
of any purchaser under any such contract will not be subject to any
conditions except that (i) the purchase of the Shares shall not at the time
of delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject, and (ii) if the Shares are also being sold to
underwriters, the Trust shall have sold to such underwriters the Shares not
sold for delayed delivery. The dealers and such other persons will not have
any responsibility in respect to the validity or performance of such
contracts.

The Company will bear all expenses incurred in connection with the
registration and qualification of the Shares.

LEGAL OPINIONS

The validity of the Shares will be passed upon for the Company by
Mahoney Adams & Criser, P.A. (a professional corporation), Jacksonville,
Florida, counsel for the Company. Marshall M. Criser, a director of the
Company, is a member of the firm of Mahoney Adams & Criser, P.A.

EXPERTS

The financial statements incorporated in this Prospectus and elsewhere
in the Registration Statement by reference to the Annual Report on Form 10-K
for the year ended December 31, 1996, have been audited by Arthur Andersen
LLP, independent certified public accountants, as indicated in their reports
with respect thereto, and are included herein in reliance upon the authority
of said firm as experts in giving said reports.

INDEMNIFICATION

The Company's Amended and Restated Articles of Incorporation and
Bylaws provide that the Company shall indemnify its directors and officers to
the extent authorized or permitted by the Florida Business Corporation Act.
In general, under the Florida law, a director or officer can under certain
circumstances be indemnified for judgments, fines, and amounts paid in
settlement as well as expenses incurred in relation to an action brought
against him in his corporate capacity so long as he acted in good faith and
in a manner he reasonably believed to be in or not opposed to best interests
of the Company. In addition, the Company has entered into contracts with all
of its directors providing for indemnification of such persons by the

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<PAGE>

Company to the full extent authorized or permitted by law, subject to certain
limited exceptions. Insofar as indemnification under the Securities Act may
be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in
the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.

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<PAGE>

No person is authorized to give any information or to make any
representation, other than those contained in this Prospectus, and any
information or representations not contained in this Prospectus must not be
relied upon as having been authorized. This Prospectus does not constitute
an offer to sell or solicitation of an offer to buy any securities other than
the registered securities to which it relates. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy such
securities under any circumstances where such an offer or solicitation is
unlawful. Neither the delivery of this Prospectus nor any sales made
hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof or
that the information contained herein is correct as of any time subsequent to
its date.

TABLE OF CONTENTS

Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain
Information by Reference . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Selling Shareholder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following expenses will be incurred in connection with the issuance
and distribution of the Common Stock being registered, other than
underwriting discounts and commissions.

Securities and Exchange Commission
Registration Fee $171,842.42
----------
Accounting Fees and Expenses 5.000.00
----------
Legal Fees and Expenses 7,500.00
----------
Printing and Engraving Expenses 5,000.00
----------
Miscellaneous Expenses 2,500.00
----------
$191,842.42
----------

----------

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

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Articles and Bylaws of the Corporation require the indemnification of
directors and officers to the fullest extent permitted by law.

Subsection (1) of Section 607.0850 of the Florida Business Corporation Act
(the "FBCA") 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
incurred in connection with such proceeding (including any appeal thereof) 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 of the FBCA 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

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<PAGE>

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 of the FBCA provides that to the extent
a director or officer of a corporation has been successful on the merits or
otherwise in defense of any proceeding referred to in subsection (1) or (2) of
Section 607.0850 of the FBCA 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) of Section 607.0850 of the FBCA provides that any
indemnification under subsection (1) or (2) of Section 607.0850 of the FBCA,
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 or officer is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsection (1) or (2) of Section
607.0850 of the FBCA. 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;

(1) selected by the board of directors as prescribed in
paragraph (a) or the 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 (in which directors who
are parties may participate); or

(d) by the shareholders 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 vote of shareholders who were not parties to such
proceeding.

Under subsection (6) of Section 607.0850 of the FBCA, 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 of the FBCA.

Subsection (7) of Section 607.0850 of the FBCA states that indemnification
and advancement of expenses provided under Section 607.0850 of the FBCA are not
exclusive and empowers the corporation to

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<PAGE>

make any other or 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 adjudication establishes that the
actions or omissions to act of the director or officer were material to the
adjudicated cause of action and the director or officer (a) violated criminal
law, unless the director or officer had reasonable cause to believe his
conduct was lawful or had no reasonable cause to believe his conduct was
unlawful, (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 of the FBCA (relating to unlawful distributions) applies, or (d)
engaged 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 of the FBCA permits any director or
officer who is or was a party to a proceeding to apply for indemnification or
advancement of expenses, or both, to any court of competent jurisdiction and
lists the determinations the court should make before ordering
indemnification or advancement of expenses.

Subsection (12) of Section 607.0850 of the FBCA permits a corporation to
purchase and maintain insurance for a director or officer 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 Section 607.0850.

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

ITEM 16. EXHIBITS.

The exhibits listed on the Exhibit Index on page II-9 of this Registration
Statement have been previously filed, are filed herewith, will be filed by
amendment, or are incorporated herein by reference to other filings.

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales 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-3

<PAGE>

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and

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

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is 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 the registration statement.

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

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

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

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
under Item 15 above, 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 Securities Act of 1933 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

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<PAGE>

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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Jacksonville, State of Florida, on
the 12th day of May, 1997.

BARNETT BANKS, INC.

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

/s/ Gregory M. Delaney
----------------------------------
Gregory M. Delaney
Attorney-in-Fact

II-5

<PAGE>

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

SIGNATURE TITLE DATE
- --------- ----- ----

*
- --------------------- Director May 12, 1997
Walter H. Alford

*
- --------------------- Director May 12, 1997
Rita Bornstein

Director May 12, 1997
- ---------------------
James L. Broadhead

*
- --------------------- Director May 12, 1997
Alvin R. Carpenter

*
- --------------------- Director May 12, 1997
Marshall M. Criser

*
- --------------------- Director May 12, 1997
Jack B. Critchfield

*
- ---------------------- Director May 12, 1997
Remedios Diaz Oliver

*
- ---------------------- President and May 12, 1997
Allen L. Lastinger, Jr. Chief Operating
Officer and Director

/s/ Gregory M. Delaney Controller
- ---------------------- (Principal Accounting May 12, 1997
Gregory M. Delaney Officer)

*
- --------------------- Director May 12, 1997
Clarence V. McKee

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<PAGE>

SIGNATURE TITLE DATE
- --------- ----- ----

- --------------------- Director May 12, 1997
Thompson L. Rankin

* Chief Financial
- --------------------- Officer (Principal May 12, 1997
Charles W. Newman Financial Officer)

*
- --------------------- Chairman, Chief May 12, 1997
Charles E. Rice Executive Officer
and Director
(Principal Executive
Officer)

*
- --------------------- Director May 12, 1997
Frederick H. Schultz

*
- --------------------- Director May 12, 1997
Stewart Turley

*
- --------------------- Director May 12, 1997
John A. Williams

/s/ Gregory M. Delaney
- -------------------------
Gregory M. Delaney
Attorney-in-Fact

II-7

<PAGE>

EXHIBIT INDEX

PAGINATION IN
SEQUENTIAL
EXHIBIT EXHIBIT NUMBERING
NUMBER DESIGNATION SYSTEM
- -------- ----------- ---------------

(4)(a) Amended and Restated Articles of incorporated by
Incorporation of the Corporation. reference to
Exhibit 4(a) to
the Corporation's
Registration
Statement No. 33-
59246

(4)(b) Bylaws of the Corporation. incorporated by
reference to
Exhibit 4(b) to
the Corporation's
Registration
Statement No. 33-
64305

(4)(c) Rights Agreement. incorporated by
reference to
Exhibit (4)(c) to
the Corporation's
Registration
Statement No. 33-
36307

* (4)(d) Trust under Executive Benefit Plan.

(5) Opinion of Mahoney Adams & Criser, P.A.
as to the validity of the Common Stock.

(23)(a) Consent of Arthur Andersen LLP.

(23)(c) Consent of Mahoney Adams & Criser, P.A.,
counsel to the Corporation (included in
Exhibit (5)).

*(24)(a) Powers of Attorney with respect to the
Original Shares.

*(24)(b) Certified Resolutions of Board of
Directors authorizing Powers of Attorney.

(24)(c) Powers of Attorney with respect to Added
Shares.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
* Previously Filed

II-8

<PAGE>
EXHIBIT 5

<PAGE>

May 12, 1997

Barnett Banks, Inc.
50 North Laura Street
Jacksonville, Florida 32202

Re: Barnett Banks, Inc. Registration Statement Relating to 12,000,000
Shares of Common Stock Issuable pursuant to Trust Under Executive
Benefit Plan

Ladies and Gentlemen:

We refer to Amendment No. 1 to the registration statement (as amended, the
"Registration Statement") of Barnett Banks, Inc. ("Barnett" or the "Company") on
Form S-3 filed with the Securities and Exchange Commission on May 12, 1997,
covering the registration under the Securities Act of 1933, as amended, of the
resale of up to 12,000,000 shares (collectively, the "Shares") of common stock
of Barnett, $2.00 par value. 4,000,000 of the Shares (the "Additional Shares")
may be issued from time to time to the Barnett Banks, Inc. Trust Under Executive
Benefit Plan (the "Trust") and 8,000,000 of the Shares have been contributed
previously to the Trust (the "Issued Shares").

As counsel for the Company, we have examined the Registration Statement,
and we are familiar with the proceedings taken by the Company relating to it.
We have also examined the Amended and Restated Articles of Incorporation, as
amended, and the Bylaws, as amended, of the Company, and such Barnett records,
certificates and other documents as we have considered necessary or appropriate
for the purposes of this opinion.

We are admitted to the practice of law in the State of Florida and, except
as set forth below, nothing contained herein shall be construed to be an opinion
as to the effect of the laws of any jurisdiction other than the State of Florida
and the United States of America as in effect on the date hereof.

Based on the foregoing, it is our opinion that the issuance of the Shares
has been duly and validly authorized by the Company and that the Issued Shares
are, and the Additional Shares, upon issuance in accordance with the terms of
the Trust and the

1
<PAGE>

resolutions of the Board of Directors of the Company relating thereto, dated
as of August 21, 1996, will be, legally issued, fully paid and non-assessable.

We hereby consent to the use of our name in the Registration Statement as
counsel for the Company who will pass upon the validity of the Shares and as
having prepared this opinion and to the use of this opinion as an exhibit to the
Registration Statement. We further consent to the use of our name as counsel
for the Company and to the references to this firm in the Prospectus which
constitutes part of the Registration Statement.

In giving this consent, we do not thereby admit that we came within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules or regulations of the Securities and
Exchange Commission promulgated thereunder.

Very truly yours,

MAHONEY ADAMS & CRISER, P.A.

<PAGE>

EXHIBIT 23(a)

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants, we hereby consent to the
incorporation by reference in this Form S-3 registration statement of
our report dated January 13, 1997, incorporated by reference in Barnett
Banks, Inc.'s Form 10-K for the year ended December 31, 1996, and to all
references to our Firm included in this registration statement.

/s/ ARTHUR ANDERSEN LLP
-----------------------------
Jacksonville, Florida
May 12, 1997

<PAGE>

EXHIBIT 24(C)

<PAGE>