Form: 8-K/A

Current report filing

November 12, 1997

8-K/A: Current report filing

Published on November 12, 1997



As filed with the Securities and Exchange Commission on November 12, 1997

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

FORM 8-K/A-1

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
August 29, 1997

NATIONSBANK CORPORATION
(Exact name of registrant as specified in its charter)

North Carolina
(State or other jurisdiction of incorporation or organization)

1-6523
(Commission File Number)

56-0906609
(IRS Employer Identification No.)

NationsBank Corporate Center
Charlotte, North Carolina
(Address of principal executive offices)

28255
(Zip Code)

(704) 386-5000
(Registrant's telephone number, including area code)




INFORMATION TO BE INCLUDED IN THE REPORT

The Current Report on Form 8-K dated August 29, 1997 and filed with the
Securities and Exchange Commission on September 12, 1997, is amended to amend
and restate Item 7 in its entirety as follows:

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Business Acquired.

The following supplemental consolidated financial statements of Barnett
are incorporated herein by reference to Exhibit 99.2 filed herewith:

1. Consolidated Statements of Financial Condition as of December 31,
1996 and 1995.

2. Consolidated Statements of Income for the years ended December 31,
1996, 1995 and 1994.

3. Consolidated Statement of Changes in Shareholders' Equity for the
years ended December 31, 1996, 1995 and 1994.

4. Consolidated Statements of Cash Flows for the years ended December
31, 1996, 1995 and 1994.

5. Notes to the Consolidated Financial Statements. The Other Events in
Item 5 of this Form 8-K should be read in connection with these
financial statements.

The report of Arthur Andersen LLP, independent accountants, on the consolidated
financial statements of Barnett as of December 31, 1996 and 1995 and for the
three years then ended is filed herewith as part of Exhibit 99.2 and the related
consent is filed herewith as Exhibit 99.3. Both the opinion and consent are
incorporated herein by reference.

Certain unaudited financial information regarding Barnett, including
consolidated statements of financial condition as of June 30, 1997, and
consolidated statements of income, consolidated statements of changes in
shareholders' equity and consolidated statements of cash flows for the six
months ended June 30, 1997 and June 30, 1996, is incorporated herein by
reference to Exhibit 99.4.




(b) Pro forma financial information

UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

The following Unaudited Pro Forma Condensed Balance Sheet as of September
30, 1997, combines the historical consolidated balance sheets of NationsBank and
Barnett as if the Merger had been effective on September 30, 1997, after giving
effect to certain adjustments described in the attached Notes to Unaudited Pro
Forma Condensed Financial Information. NationsBank's acquisition of Boatmen's
Bancshares Inc. ("Boatmen's") was completed on January 7, 1997 and is reflected
in NationsBank's September 30, 1997 unaudited historical balance sheet.

The Unaudited Pro Forma Condensed Statements of Income for the nine months
ended September 30, 1997, and the year ended December 31, 1996 present the
combined results of operations of NationsBank, Barnett and Boatmen's as if the
Merger and the Boatmen's acquisition had been effective at January 1, 1996,
after giving effect to certain adjustments described in the attached Notes to
Unaudited Pro Forma Condensed Financial Information. The unaudited Pro Forma
Condensed Statements of Income for the years ended December 31, 1995 and 1994
present the combined results of operations of only NationsBank and Barnett as if
the Merger had been effective at the beginning of each period, after giving
effect to certain adjustments described in the attached Notes to Unaudited Pro
Forma Condensed Financial Information.

The unaudited Pro Forma Condensed Financial Information and accompanying
notes reflect the application of the pooling-of-interests method of accounting
for the Merger. Under this method of accounting, the recorded assets,
liabilities, shareholders' equity, income and expenses of NationsBank and
Barnett are combined and reflected at their historical amounts.

The Boatmen's transaction was accounted for using the purchase method of
accounting. Accordingly, the results of operations of Boatmen's have been
included in the NationsBank historical financial statements from the date of
acquisition. Under the purchase method of accounting, the purchase price was
allocated to assets acquired and liabilities assumed based on their estimated
fair values at the closing date of the transaction. The amount of the purchase
accounting adjustments included in these unaudited Pro Forma Condensed Financial
Statements are based on actual information known to date.

The combined company expects to achieve substantial merger benefits in the
form of operating cost savings. The pro forma earnings, which do not reflect any
direct costs or potential savings which are expected to result from the
consolidation of operations of NationsBank and Barnett, are not indicative of
the results of future operations. The 1996 pro forma earnings do not reflect any
direct costs or potential savings from the consolidation of operations of
Boatmen's. No assurances can be given with respect to the ultimate level of
expense savings.

The pro forma condensed financial information does not include the effects
of NationsBank's acquisition of First Federal Savings Bank of Brunswick, Georgia
which was completed April 15, 1997, or its acquisition of Montgomery Securities,
which was completed on October 1, 1997. These acquisitions are not significant
to the historical financial position or results of operations of NationsBank
either individually or in the aggregate.


PRO FORMA CONDENSED BALANCE SHEET
(UNAUDITED)



AT SEPTEMBER 30, 1997
NATIONSBANK
PRO FORMA BARNETT
NATIONSBANK BARNETT ADJUSTMENTS COMBINED

(DOLLARS IN MILLIONS)
ASSETS
Cash and cash equivalents....................................... $ 9,273 $ 2,297 $ (250)(2) $ 10,895
(425)(3)
Time deposits placed............................................ 2,070 -- -- 2,070
Investment securities........................................... 35,540 4,111 -- 39,651
Federal funds sold and securities purchased under agreements to
resell....................................................... 9,301 2 -- 9,303
Trading account assets.......................................... 24,259 -- -- 24,259
Loans, leases and factored accounts receivable, net of unearned
income....................................................... 139,582 30,835 (1,140)(3) 169,277
Allowance for credit losses..................................... (2,783) (483) -- (3,266)
Loans, leases and factored accounts receivable, net of
unearned income and allowance for credit losses............ 136,799 30,352 (1,140) 166,011
Premises, equipment and lease rights, net....................... 3,144 1,188 (50)(3) 4,282
Customers' acceptance liability................................. 1,179 208 -- 1,387
Intangible assets............................................... 9,590 1,102 -- 10,692
Other assets.................................................... 11,282 3,959 295(2) 15,536
Total assets................................................. $ 242,437 $43,219 $(1,570) $ 284,086

LIABILITIES
Deposits........................................................ $ 130,447 $32,920 $(1,900)(3) $ 161,467
Borrowed funds.................................................. 43,777 2,826 -- 46,603
Trading account liabilities..................................... 13,033 -- -- 13,033
Acceptances outstanding......................................... 1,179 208 -- 1,387
Accrued expenses and other liabilities.......................... 5,484 1,055 700(2) 7,342
103(3)
Trust preferred securities...................................... 1,955 750 -- 2,705
Long-term debt.................................................. 26,245 1,819 -- 28,064
Total liabilities............................................ $ 222,120 $39,578 $(1,097) $ 260,601

SHAREHOLDERS' EQUITY
Preferred stock................................................... $ 95 $ -- $ -- $ 95
Common stock...................................................... 8,833 402 540(4) 9,775
Surplus........................................................... -- 540 (540)(4) --
Retained earnings................................................. 11,209 2,741 (473)(2,3) 13,477
Other including loan to ESOP trust................................ 180 (42) -- 138
Total shareholders' equity................................... 20,317 3,641 (473) 23,485
Total liabilities and shareholders' equity................... $ 242,437 $43,219 $(1,570) $ 284,086



PRO FORMA CONDENSED STATEMENT OF INCOME
(UNAUDITED)



FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
NATIONSBANK
PRO FORMA BARNETT
NATIONSBANK BARNETT ADJUSTMENTS COMBINED

(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Income from Earning Assets
Interest and fees on loans and leases......................... $ 9,451 $ 2,045 $ (72)(3) $ 11,424
Interest and dividends on securities.......................... 1,182 232 (31)(3) 1,383
Interest on federal funds sold and securities purchased under
agreements to resell....................................... 515 13 -- 528
Trading account securities.................................... 1,001 -- -- 1,001
Other......................................................... 142 -- -- 142
Total income from earning assets........................... 12,291 2,290 (103) 14,478
Interest Expense
Deposits...................................................... 2,973 690 (40)(3) 3,623
Borrowed funds................................................ 1,604 123 -- 1,727
Long-term debt................................................ 1,316 132 -- 1,448
Other......................................................... 488 -- -- 488
Total interest expense..................................... 6,381 945 (40) 7,286
Net interest income............................................. 5,910 1,345 (63) 7,192
Provision for credit losses..................................... 570 106 -- 676
Net credit income............................................. 5,340 1,239 (63) 6,516
Gains on sales of securities.................................... 91 2 -- 93
Noninterest income.............................................. 3,502 772 (11)(3) 4,263
Noninterest expense............................................. 5,403 1,358 (44)(3) 6,717
Income before income taxes...................................... 3,530 655 (30) 4,155
Income taxes.................................................... 1,271 230 (11)(7) 1,490
Net income before preferred dividends........................... 2,259 425 (19) 2,665
Preferred dividends............................................. 9 -- -- 9
Net income available to common shareholders..................... $ 2,250 $ 425 $ (19) $ 2,656
Primary earnings per common share............................... $ 3.13 $ 2.81
Fully diluted earnings per common share......................... $ 3.04 $ 2.74
Average Common Shares -- Primary................................ 719,489 946,171
Average Common Shares -- Fully Diluted.......................... 741,455 971,474



PRO FORMA CONDENSED STATEMENT OF INCOME
(UNAUDITED)



FOR THE YEAR ENDED DECEMBER 31, 1996
NATIONSBANK NATIONSBANK
PRO FORMA BOATMEN'S PRO FORMA BARNETT
NATIONSBANK BOATMEN'S ADJUSTMENTS COMBINED BARNETT ADJUSTMENTS COMBINED

(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Income from Earning Assets
Interest and fees on loans and
leases...................... $ 10,440 $ 2,110 $ -- $ 12,550 $ 2,657 $ (96)(3) $ 15,111
Interest and dividends on
securities.................. 1,306 737 7(6) 1,400 325 (41)(3) 1,684
(650)(6)
Interest on federal funds sold
and securities purchased
under agreements to
resell...................... 666 24 -- 690 24 -- 714
Trading account securities.... 1,225 4 -- 1,229 -- -- 1,229
Other......................... 159 6 -- 165 -- -- 165
Total income from earning
assets.................... 13,796 2,881 (643) 16,034 3,006 (137) 18,903
Interest Expense
Deposits...................... 3,322 994 -- 4,316 924 (53)(3) 5,187
Borrowed funds................ 2,155 249 (617)(6) 1,787 119 -- 1,906
Long-term debt................ 1,337 53 300(6) 1,690 97 -- 1,787
Other......................... 653 -- -- 653 -- -- 653
Total interest expense...... 7,467 1,296 (317) 8,446 1,140 (53) 9,533
Net interest income............. 6,329 1,585 (326) 7,588 1,866 (84) 9,370
Provision for credit losses..... 605 85 -- 690 155 -- 845
Net credit income............. 5,724 1,500 (326) 6,898 1,711 (84) 8,525
Gains on sales of securities.... 67 2 -- 69 19 -- 88
Noninterest income.............. 3,646 839 (6)(6) 4,479 791 (14)(3) 5,256
Merger related charge........... 118 70 -- 188 -- -- 188
Noninterest expense............. 5,685 1,453 286(6) 7,424 1,617 (59)(3) 8,982
Income before income taxes...... 3,634 818 (618) 3,834 904 (39) 4,699
Income taxes.................... 1,259 295 (120) 1,434 340 (14)(7) 1,760
Net income before preferred
dividends..................... 2,375 523 (498) 2,400 564 (25) 2,939
Preferred dividends............. 15 7 -- 22 2 -- 24
Net income available to common
shareholders.................. $ 2,360 $ 516 $ (498) $ 2,378 $ 562 $ (25) $ 2,915
Primary earnings per common
share......................... $ 4.00 $ 3.29 $ 3.06
Fully diluted earnings per
common share.................. $ 3.92 $ 3.26 $ 3.03

Average Common Shares --
Primary....................... 590,216 723,115 953,844
Average Common Shares -- Fully
Diluted....................... 603,530 736,429 970,788



PRO FORMA CONDENSED STATEMENT OF INCOME
(UNAUDITED)



FOR THE YEAR ENDED DECEMBER 31, 1995
NATIONSBANK
PRO FORMA BARNETT
NATIONSBANK BARNETT ADJUSTMENTS COMBINED

(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Income from Earning Assets
Interest and fees on loans and leases.......................... $ 9,552 $ 2,580 $ (96)(3) $ 12,036
Interest and dividends on securities........................... 1,468 376 (41)(3) 1,803
Interest on federal funds sold and securities purchased under
agreements to resell......................................... 937 5 -- 942
Trading account securities..................................... 1,097 -- -- 1,097
Other.......................................................... 166 -- -- 166
Total income from earning assets............................. 13,220 2,961 (137) 16,044
Interest Expense
Deposits....................................................... 3,281 993 (53)(3) 4,221
Borrowed funds................................................. 2,710 148 -- 2,858
Long-term debt................................................. 886 78 -- 964
Other.......................................................... 896 -- -- 896
Total interest expense....................................... 7,773 1,219 (53) 8,939
Net interest income.............................................. 5,447 1,742 (84) 7,105
Provision for credit losses...................................... 382 123 -- 505
Net credit income............................................ 5,065 1,619 (84) 6,600
Gains on sales of securities..................................... 29 5 -- 34
Noninterest income............................................... 3,078 714 (14)(3) 3,778
Merger related charge............................................ -- -- -- --
Noninterest expense.............................................. 5,181 1,519 (59)(3) 6,641
Income before income taxes....................................... 2,991 819 (39) 3,771
Income taxes..................................................... 1,041 286 (14)(7) 1,313
Net income before preferred dividends............................ 1,950 533 (25) 2,458
Preferred dividends.............................................. 8 16 -- 24
Net income available to common shareholders...................... $ 1,942 $ 517 $ (25) $ 2,434
Primary earnings per common share................................ $ 3.56 $ 3.13
Fully diluted earnings per common share.......................... $ 3.52 $ 3.07

Average Common Shares -- Primary................................. 544,959 776,634
Average Common Shares -- Fully Diluted........................... 554,267 801,218



PRO FORMA CONDENSED STATEMENT OF INCOME
(UNAUDITED)



FOR THE YEAR ENDED DECEMBER 31, 1994
NATIONSBANK
PRO FORMA BARNETT
NATIONSBANK BARNETT ADJUSTMENTS COMBINED

(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Income from Earning Assets
Interest and fees on loans and leases.......................... $ 7,727 $ 2,164 $ (96)(3) $ 9,795
Interest and dividends on securities........................... 1,378 388 (41)(3) 1,725
Interest on federal funds sold and securities purchased under
agreements to resell......................................... 547 3 -- 550
Trading account securities..................................... 764 -- -- 764
Other.......................................................... 113 -- -- 113
Total income from earning assets............................. 10,529 2,555 (137) 12,947
Interest Expense
Deposits....................................................... 2,415 762 (53)(3) 3,124
Borrowed funds................................................. 1,618 99 -- 1,717
Long-term debt................................................. 550 61 -- 611
Other.......................................................... 735 -- -- 735
Total interest expense....................................... 5,318 922 (53) 6,187
Net interest income.............................................. 5,211 1,633 (84) 6,760
Provision for credit losses...................................... 310 74 -- 384
Net credit income............................................ 4,901 1,559 (84) 6,376
Losses on sales of securities.................................... (13) (13) -- (26)
Noninterest income............................................... 2,597 556 (14)(3) 3,139
Merger related charge............................................ -- -- -- --
Noninterest expense.............................................. 4,930 1,364 (59)(3) 6,235
Income before income taxes....................................... 2,555 738 (39) 3,254
Income taxes..................................................... 865 250 (14)(7) 1,101
Net income before preferred dividends............................ 1,690 488 (25) 2,153
Preferred dividends.............................................. 10 18 -- 28
Net income available to common shareholders...................... $ 1,680 $ 470 $ (25) $ 2,125
Primary earnings per common share................................ $ 3.06 $ 2.72
Fully diluted earnings per common share.......................... $ 3.03 $ 2.67

Average Common Shares -- Primary................................. 549,312 782,254
Average Common Shares -- Fully Diluted........................... 557,146 805,965



NOTES TO THE UNAUDITED PRO FORMA
CONDENSED FINANCIAL INFORMATION

(DOLLARS IN MILLIONS, SHARES IN THOUSANDS, PER SHARE AMOUNTS ACTUAL)

NOTE 1 -- BASIS OF PRESENTATION

On August 29, 1997, NationsBank entered into an agreement and plan of
merger pursuant to which Barnett Banks, Inc. ("Barnett") will be merged with a
wholly-owned subsidiary of NationsBank (the "Merger"). Barnett is a multi-bank
holding company headquartered in Jacksonville, Florida with approximately $43.2
billion in assets, $32.9 billion in deposits and $3.6 billion in shareholders'
equity at September 30, 1997. The agreement calls for a tax-free exchange of
1.1875 shares of NationsBank common stock for each share of Barnett common
stock.

The unaudited Pro Forma Condensed Financial Information has been prepared
assuming that the Merger will be accounted for under the pooling-of-interests
method and is based on the historical consolidated financial statements of
NationsBank and Barnett. Certain amounts in the historical financial statements
of Barnett have been reclassified to conform with NationsBank's historical
financial statement presentation.

On January 7, 1997 NationsBank completed the acquisition of Boatmen's
Bancshares, Inc. ("Boatmen's"), headquartered in St. Louis, Missouri, resulting
in the issuance of approximately 195 million shares of NationsBank's common
stock valued at $9.4 billion and aggregate cash payments of $371 million to
Boatmen's shareholders. At the acquisition date, Boatmen's total assets and
deposits were approximately $41.2 billion and $32.0 billion, respectively. The
acquisition was accounted for under the purchase method of accounting.

The pro forma adjustments represent management's best estimate based on
available information at this time. Actual adjustments will differ from those
reflected in the unaudited Pro Forma Condensed Financial Information.
NationsBank and Barnett are still in the process of reviewing their respective
accounting policies relative to those followed by the other entity. As a result
of this review, it might be necessary to restate certain amounts in
NationsBank's or Barnett's financial statements to conform to those accounting
policies that are most appropriate. In management's opinion, any such
restatements will not be material.

The unaudited Pro Forma Condensed Financial Information should be read in
conjunction with the historical consolidated financial statements and the
related notes thereto of each of NationsBank and Barnett incorporated by
reference herein. The Barnett Annual Report on Form 10-K for the year ended
December 31, 1996 should be read in conjunction with the Barnett Current Reports
on Form 8-K filed September 12, 1997 and September 24, 1997.

NOTE 2 -- MERGER AND INTEGRATION COSTS

In connection with the Merger, NationsBank expects to incur pre-tax
merger-related costs of approximately $700 million ($495 million after-tax),
which will include approximately $240 million in severance, relocation and
change in control payments, $270 million of conversion costs and occupancy and
equipment expenses (primarily lease exit costs and the elimination of duplicate
facilities and other capitalized assets), $100 million of exit costs related to
contract terminations and $90 million of other Merger costs (including legal and
investment banking fees).

In connection with the Merger, Barnett expects to incur a pre-tax charge of
approximately $250 million ($160 million after-tax) related to the Barnett
Supplemental Executive Retirement Plan (which becomes vested and accruable on a
change in control), investment banking fees and other Merger costs. The approval
of the Merger by Barnett's shareholders constitutes a change in control under
the Barnett Supplemental Executive Retirement Plan. These amounts, including the
related tax effect, have been reflected in the Unaudited Pro Forma Condensed
Balance Sheet as of September 30, 1997 and are not reflected in the Unaudited
Pro Forma Condensed Statements of Income as they are not expected to have a
continuing impact on the combined company.


NOTES TO THE UNAUDITED PRO FORMA
CONDENSED FINANCIAL INFORMATION -- CONTINUED

NOTE 3 -- DIVESTITURES

NationsBank anticipates that, in order to comply with what the Federal
Reserve Board, the Department of Justice and certain Florida authorities may
require in connection with their review of the Merger, the combined company will
divest branches of Barnett with loans and deposits aggregating approximately
$1.1 billion and $1.9 billion, respectively, in various markets in Florida.
NationsBank expects to receive a premium of 15 percent of deposits on such
divestitures. Such divestitures have been included in the unaudited Pro Forma
Condensed Balance Sheet. The amount of any required divestitures has not yet
been finally determined, and there can be no assurance the divestitures
exceeding $1.9 billion will not be required.

The estimated impact of anticipated branch divestitures on net income
included in the unaudited Pro Forma Statements of Income for the nine months
ended September 30, 1997 and the years ended December 31, 1996, 1995 and 1994 is
based on information available at this time and was estimated using Barnett's
historical interest yields and rates, ratio of service charges on deposit
accounts to average deposits and costs directly related to operating the
branches to be divested. The actual impact of anticipated branch divestitures
will differ from that reflected in the unaudited Pro Forma Statements of
Income for the nine months ended September 30, 1997 and the years ended
December 31, 1996, 1995 and 1994.

NOTE 4 -- SHAREHOLDERS' EQUITY

In conjunction with the Merger, NationsBank will exchange 1.1875 shares of
its common stock for each share of common stock of Barnett. Barnett had
192,870,753 shares of common stock outstanding as of September 30, 1997. The
common stock in the Unaudited Pro Forma Condensed Balance Sheet has been
adjusted to reflect the reclassification of Barnett's surplus to conform to
NationsBank's presentation. Pro forma condensed retained earnings reflects the
adjustments for anticipated merger-related costs and divestitures as described
above.

NOTE 5 -- OPERATING COST SAVINGS

The combined company expects to achieve substantial cost savings through
the optimization of delivery systems, reduction of corporate overhead,
elimination of redundant staff functions, consolidation of business lines, data
processing and back office operations, infrastructure and vendor leverage and
the elimination of certain duplicate or excess office facilities. Approximately
50 percent of the operating cost savings are expected to be achieved by the end
of 1998 with the remainder achieved in 1999. No adjustment has been included in
the unaudited pro forma financial information for the anticipated operating cost
savings. There can be no assurance that anticipated operating cost savings will
be achieved in the expected amounts or at the times anticipated.

NOTE 6 -- BOATMEN'S ACQUISITION

The unaudited Pro Forma Financial Information reflects the Boatmen's
acquisition using the purchase method of accounting. The cash component of the
purchase price is assumed to equal 35% of the purchase price (the actual amount
paid at closing plus share repurchases completed through August 1997) and is
funded through the issuance of additional debt securities. The Unaudited Pro
Forma Income Statement for the year ended December 31, 1996 also reflects the
impact of the purchase accounting adjustments including the fair value
adjustments related to investment securities, accrued expenses and other
liabilities, other intangible assets and mortgage servicing rights.


NOTES TO THE UNAUDITED PRO FORMA
CONDENSED FINANCIAL INFORMATION -- CONTINUED

NOTE 6 -- BOATMEN'S ACQUISITION -- Continued
Purchase accounting adjustments related to the acquisition of Boatmen's
reflected in the unaudited Pro Forma Condensed Statement of Income for the year
ended December 31, 1996 are summarized as follows:



Interest income
Accretion of securities fair value adjustment............................................... $ 7
Noninterest income
Amortization of mortgage servicing rights................................................... 6
Noninterest expense
Amortization of intangibles................................................................. 286
Interest Income
Decrease in interest income from reduction in discretionary investment security portfolio... 650
Interest Expense
Increase in interest expense on debt securities to fund cash component of purchase price.... 300
Reduction in funding cost due to reduction in investment security portfolio................... 617


The following assumptions were used in establishing the purchase accounting
adjustments reflected in the unaudited Pro Forma Condensed Statement of Income:

Securities -- Accrete the discount into interest income on a straight-line
method over the estimated maturities of the affected securities, 3 years.

Mortgage Servicing Rights -- Amortize the excess of fair value over
carrying value on a straight-line method over the estimated maturities of the
underlying mortgages, 7 years.

Intangibles -- Amortize the identifiable intangible value as noninterest
expense over 10 years and goodwill on a straight-line basis over 25 years.

NOTE 7 -- INCOME TAXES

Income tax expense on pro forma adjustments is reflected using a 36% tax
rate.




(c) Exhibits.

The following exhibits are filed herewith:

EXHIBIT NO. DESCRIPTION OF EXHIBIT

99.1 Text of joint press release, dated August 29, 1997, issued by
NationsBank Corporation and Barnett Banks, Inc.*

99.2 Consolidated Financial Statements of Barnett Banks, Inc. and
Report of Arthur Andersen LLP.*

99.3 Consent of Arthur Andersen LLP.*

99.4 Unaudited Financial Information regarding Barnett Banks, Inc.
as of June 30, 1997, and for the six months ended June 30, 1997
and June 30, 1996.*

____________________________
* Previously filed.




SIGNATURES

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.

NATIONSBANK CORPORATION


By: /s/ MARC D. OKEN
Marc D. Oken
Executive Vice President and
Chief Accounting Officer


Dated: November 12, 1997





EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION OF EXHIBIT

99.1 Text of joint press release, dated August 29, 1997, issued by
NationsBank Corporation and Barnett Banks, Inc.*

99.2 Consolidated Financial Statements of Barnett Banks, Inc. and
Report of Arthur Andersen LLP.*

99.3 Consent of Arthur Andersen LLP.*

99.4 Unaudited Financial Information regarding Barnett Banks, Inc.
as of June 30, 1997, and for the six months ended June 30, 1997
and June 30, 1996.*


- ----------------------
* Previously filed.