13IS Hsbc Bk.26

RNS No 3990a
NATIONSBANK CORPORATION
3rd September 1997

NationsBank and Barnett Banks, Inc., to Combine

August 29, 1997 -- NationsBank Corporation (NYSE: NB) and Barnett
Banks, Inc. (NYSE: BBI), today announced a definitive agreement for
NationsBank to merge the two companies.  The combined company will be
the largest banking franchise in Florida serving more than 3.9 million
households.  In addition, NationsBank will be the third largest banking
company in the United States with the second largest market capitalization.

Under terms of the agreement, NationsBank will pay a fixed exchange ratio
of 1.1875 shares of its stock for each outstanding share of Barnett stock.
Based on the NationsBank closing price, on August 28, 1997, this exchange
ratio represents a price of $75.18 for each Barnett share, resulting in a
purchase price of approximately $15.5 billion, following the issuance of
245 million shares.  The transaction is expected to close some time in the
first quarter of 1998.

The transaction is expected to be accretive to NationsBank earnings by
1999.

The stock-for-stock transaction will be accounted for on a pooling-of-
interest basis, enabling Barnett shareholders to exchange their shares for
NationsBank shares on a tax-free basis.

"This merger vaults us to a commanding position in the best growth
markets in the United States," said Hugh L. McColl, Jr., chief executive
officer of NationsBank. It reinforces our position as the banking
industry's premier growth franchise and creates a powerful, diversified
financial services organization providing unmatched convenience and value
to millions of individuals and small businesses."

The Florida bank on a stand-alone basis will be the 10th largest bank in the
United States and will be headquartered in Jacksonville.

"This is the right merger at the right time for both our companies," said
Charles E. Rice, chairman of Barnett Banks, Inc. "By combining our market
strengths and managerial talents we can take full advantage of
developments in technology, the ongoing consolidation in our industry and
the changing financial services landscape to create superior shareholder
value today and into the next century."

Rice will become chairman of NationsBank Corporation following the
retirement of current Chairman Andy Craig at the 1998 annual meeting.
McColl will remain chief executive officer of NationsBank Corporation.
Also, Allen L. Lastinger Jr., who currently serves as president and chief
operating officer of Barnett Banks, Inc., will be named chairman and chief
operating officer of NationsBank Florida and be the executive responsible
for all banking activities in Florida.  Alex Sink, currently president of
NationsBank Florida, will remain president of the newly combined
companies and, along with Lastinger, will be responsible for all activities
relating to the transition.

Following the merger, NationsBank will have assets of approximately $290
billion, loans of $180 billion, deposits of $168 billion and shareholder's
equity of $24 billion.

NationsBank projects $915 million in annual cost savings from the merger,
fully realized by 1999.  This represents a 55 percent reduction in the
expense base of Barnett after disposition.  These cost savings will come in
the areas of delivery systems, vendor leverage and business line and facility
consolidation.

The merger will create an unmatched banking franchise in Florida.  It will
provide customers with the largest number of banking centers and
Automated Teller Machines (ATMs) in the state.  The two companies are
national leaders in several product lines, generating $7.5 billion in
automobile loans and $3 billion in home equity loans in 1996.

NationsBank and Barnett also are among the largest lenders to small
businesses in the state, including SBA-guaranteed small business loans.
Small business customers will continue to have their needs met by bankers
who work in local markets.

The companies also are leaders in community development and investment
initiatives and have excellent Community Reinvestment Act track records.
Following the merger, NationsBank also will continue and expand Barnett's
"Take Stock in Children" program, which provides scholarships and
mentoring to at-risk children.

Five current members of Barnett's board of directors, including Rice, will
be added to the NationsBank Corporation Board of Directors.

The merger has been unanimously approved by the boards of both
companies.  It is subject to the approval of Barnett and NationsBank
shareholders and the appropriate regulatory authorities.  In addition, this will
not impact the acquisition of Montgomery Securities by NationsBank.

NationsBank, headquartered in Charlotte, N.C., has primary retail and
commercial banking operations in 16 states and the District of Columbia.
As of June 30, 1997, NationsBank had total assets of $240 billion.  With $44
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 comprehensive line of banking and related financial services to
consumers and businesses.

Editor's Note: A conference call for media is scheduled for 4 p.m. (EDT).  The
number to call is (913) 749-9448, IDNo NB929.

Contacts for NationsBank:

Scott Scredon   404-607-5249
Fred Hannon     704-386-9535
Sheryl McAlister 704-386-3150
Dick Stilley    704-386-8135

Contact for Barnett:

Jerri Franz     904-791-5455


END

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