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                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

                                      FORM 8-K

                                   CURRENT REPORT

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

                             Date of Report March 4, 1996
                   (Date of earliest event reported March 4, 1996)

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

                                       FLORIDA
                  (State or other jurisdiction of incorporation)

                1-7901                                    59-0560515
       (commission file number)               (IRS Employer Identification No.)

               50 North Laura Street, Jacksonville, Florida 32202
             (Address of principal executive offices)   (zip code)

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

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ITEM 5.   OTHER EVENTS.

          See press release dated March 4, 1996 attached hereto.



                                   SIGNATURE

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


                                      BARNETT BANKS, INC.
                                         (Registrant)


Date: March 4, 1996                  By: /s/ Stephen J. Boyle
                                        ---------------------------------
                                            (Signature)
                                     Print Name: Stephen J. Boyle
                                     Its: Manager of Financial Reporting





[BARNETT BANK LOGO]



                                                                   [LETTERHEAD]

FOR IMMEDIATE RELEASE
- ---------------------
March 4, 1996

BARNETT, BANK OF BOSTON, THOMAS H. LEE COMPANY AND MADISON DEARBORN PARTNERS
AGREE TO FORM NATION'S 7TH LARGEST MORTGAGE SERVICING COMPANY

     JACKSONVILLE, Fla. -- Barnett Banks, Inc. today announced it has signed
a definitive agreement under which Barnett, Bank of Boston Corporation and
two private equity investors, Thomas H. Lee Company and Madison Dearborn
Partners, Inc., will form a joint venture creating the seventh largest
mortgage servicing company in the nation.

     Under the agreement, Barnett and Bank of Boston will each place their
mortgage servicing businesses as well as certain other mortgage banking
functions into the new company.  Barnett will contribute its $33 billion
servicing portfolio, proprietary systems and certain other functions to the
new venture.  Adding Bank of Boston's servicing portfolio, the new venture
will have more than $75 billion in mortgage servicing.

     Barnett will retain its mortgage production units and continue to
originate mortgages through its banks in Florida and south Georgia as well as
through BancPLUS, its nationwide retail mortgage origination unit, and Loan
America, its wholesale mortgage origination unit.  However, those loans would
now be serviced by this new venture.  The agreement gives Barnett the
exclusive right to market other products to its mortgage customers.

     Barnett and Bank of Boston will each own one-third of the new venture.
Thomas H. Lee Company and Madison Dearborn Partners will collectively own the
remainder.  Terms of the agreement were not disclosed.

     "This transaction furthers our strategy to profitably expand our
mortgage banking business," said Charles E. Rice, Barnett chairman and


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Barnett Banks, Inc. - 2


chief executive officer.  "The scale of this new company and the combination
of the expertise of Bank of Boston and Barnett will result in enhanced
service to mortgage customers, more efficient servicing and greater
opportunities to expand the servicing business.  By forming this joint
venture, we create the opportunity to enhance our already significant
position in the mortgage banking industry."

     The joint venture will be highly competitive in the rapidly
consolidating mortgage servicing industry, with one of the lower servicing
costs per loan.  The new company intends to continue to seek other potential
partners to provide additional servicing scale and origination capabilities.

     "While maintaining a major ownership position in one of the nation's
premier mortgage servicing companies, we will be able to focus more on
mortgage production, creating new relationships with customers who then may
find it convenient to purchase other financial services from Barnett," Rice
continued.  "Barnett will continue to be the premier residential mortgage
lender in Florida and one of the top 20 in the United States."  The company
originated almost $6 billion in mortgage loans in 1995.

     The transaction will have a beneficial financial impact for Barnett by
enhancing earnings per share, reducing intangible assets and improving
operating efficiency.  In addition to its one-third ownership in the new
venture, Barnett will also receive cash which management is authorized to use
to repurchase shares of its common stock.

     The transaction is expected to close in the second quater of 1996.

     With $42 billion in assets, Barnett Banks, Inc. is the leading financial
institution in Florida and ranked in the top 25 in the United States.  The
company provides a complete line of banking and related financial services to
consumers and businesses.  Barnett stock (BBI) is listed on the New York
Stock Exchange.