<PAGE>   1
   As filed with the Securities and Exchange Commission on February 25, 2000
                                              Registration Number 333-__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

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

                             SOUTHTRUST CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                           63-0574085
  (State or Other Jurisdiction of                             (IRS Employer
  Incorporation or Organization)                             Identification No.)

420 North 20th Street, Birmingham, Alabama                        35203
 (Address of Principal Executive Offices)                       (Zip Code)

           SOUTHTRUST CORPORATION DISCOUNT STOCK PAYROLL PURCHASE PLAN
                            (Full Title of the Plan)

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

                                 ALTON E. YOTHER
                             SouthTrust Corporation
                              420 North 20th Street
                            Birmingham, Alabama 35203
                     (Name and Address of Agent For Service)

                                 (205) 254-5000
          (Telephone Number, Including Area Code, of Agent For Service)

                                 With a copy to:

                                  PAUL S. WARE
                         Bradley Arant Rose & White LLP
                           2001 Park Place, Suite 1400
                            Birmingham, Alabama 35203
                                 (205) 521-8624

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>


       Title of Each Class                          Proposed Maximum    Proposed Maximum
          of Securities             Amount to Be     Offering Price         Aggregate           Amount Of
        To Be Registered             Registered        Per Share         Offering Price     Registration Fee
       ------------------            ----------        ---------         --------------     ----------------

     <S>                          <C>               <C>                 <C>                 <C>
     Common Stock, par value      1,000,000 shares      $24.125*          $24,125,000*           $6,369*
        $2.50 per share
</TABLE>

<PAGE>   2

*   Estimated pursuant to Rules 457(h)(1) and (c) solely for the purpose of
    calculating the registration fee. The registration fee was based upon the
    average of the high and low prices ($24.125) on February 22, 2000 for the
    Registrant's Common Stock as reported by the NASDAQ National Market System.


                                        2
<PAGE>   3

           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

       The documents incorporated by reference in Item 3 of Part II of this
Registration Statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that this Registration Statement incorporates)
are incorporated by reference in the Section 10(a) Prospectus and are available,
without charge, to the participants upon written or oral request to Alton E.
Yother, SouthTrust Corporation, 420 North 20th Street, Birmingham, Alabama 35203
(telephone number (205) 254-5000). The documents containing the information
requested by Part I of Form S-8, the Annual Report on Form 10-K of SouthTrust
Corporation for its latest fiscal year, and all reports, proxy statements and
other communications distributed generally to the security holders of SouthTrust
Corporation are available, without charge, to participants upon written or oral
request to Alton E. Yother, SouthTrust Corporation, 420 North 20th Street,
Birmingham, Alabama 35203 (telephone number (205) 254-5000).


                                        3
<PAGE>   4

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents filed by SouthTrust Corporation (the
"Registrant") are incorporated herein by reference and made a part hereof:

         (1) The Annual Report on Form 10-K of the Registrant for the fiscal
year ended December 31, 1998 (Commission File No. 001-14781).

         (2) The Quarterly Reports of the Registrant on Form 10-Q for the
quarters ended March 31, 1999, June 30, 1999 and September 30, 1999 (Commission
File No. 001-14781).

         (3) The description of the Common Stock of the Registrant appearing in
the Registrant's Registration Statement on Form S-3 (Registration Statement No.
333-41823), under the caption "DESCRIPTION OF CAPITAL STOCK - Description of
Common Stock," as filed on December 9, 1997 pursuant to the Securities Act of
1933, as amended (the "Securities Act").

       All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         The legality of the securities offered hereby has been passed upon by
the firm of Bradley Arant Rose & White LLP, counsel to the Registrant. As of the
date hereof, the partners and associates of the firm of Bradley Arant Rose &
White LLP beneficially own approximately 3,100,000 shares of Common Stock of the
Registrant.

Item 6. Indemnification of Directors and Officers.

         The Restated Certificate of Incorporation and the Restated Bylaws of
the Registrant provide that the Registrant shall indemnify its officers,
directors, employees, and agents to the extent permitted by the General
Corporation Law of Delaware, which permits a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative


                                        4

<PAGE>   5

(other than an action by or in the right of the corporation) by reason of the
fact that such person 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 expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by the person in connection with any such action, suit or proceeding,
if the person acted in good faith and in a manner the person 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
the person's conduct was unlawful. The General Corporation Law of Delaware also
provides that the termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which the person 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 reasonable cause to believe that the
person's conduct was unlawful. The Registrant also maintains insurance coverage
relating to certain liabilities of directors and officers.

Item 7. Exemption From Registration Claimed.

         Not applicable.

Item 8. Exhibits.

         The following exhibits are filed as part of this Registration
Statement:


<TABLE>
  <S>    <C> <C>
  *4(a)  -   Certificate of Designation, Preferences and Rights of Series 1999
             Junior Participating Preferred Stock, adopted December 16, 1998 and
             effective February 22, 1999, which was filed as Exhibit A to
             Exhibit 1 to SouthTrust Corporation's Registration Statement on
             Form 8-A (File No. 001-14781).

  *4(b)  -   Stockholders' Rights Agreement, dated as of January 12, 1999 and
             effective February 22, 1999, between SouthTrust Corporation and
             ChaseMellon Shareholder Services, LLC, Rights Agent, which was
             filed as Exhibit 1 to SouthTrust Corporation's Registration
             Statement on Form 8-A (File No. 001-14781).

  *4(c)  -   Indenture, dated as of May 1, 1987 between SouthTrust Corporation
             and National Westminster Bank USA, which was filed as Exhibit 4(a)
             to SouthTrust Corporation's Registration Statement on Form S-3
             (Registration No. 33-13637).

  *4(d)  -   Subordinated Indenture, dated as of May 1, 1992, between
             SouthTrust Corporation and Chemical Bank, which was filed as
             Exhibit 4(b)(ii) to the Registration Statement on Form S-3 of
             SouthTrust Corporation (Registration No. 33-52717).

  *4(e)  -   Form of Senior Indenture which was filed as Exhibit 4(b)(i) to the
             Registration Statement on Form S-3 of SouthTrust Corporation
             (Registration No. 33-52717).
</TABLE>


                                        5

<PAGE>   6

<TABLE>
  <S>    <C> <C>
  *4(f)  -   Composite Restated Bylaws of SouthTrust Corporation, which was
             filed as Exhibit 4(e) to the Registration Statement on Form S-4 of
             SouthTrust Corporation (Registration No. 33-61557).

  *4(g)  -   Composite Restated Certificate of Incorporation of SouthTrust
             Corporation, which was filed as Exhibit 3 to the Registration
             Statement on Form S-3 of SouthTrust Corporation (Registration No.
             333-34947).

  4(h)   -   SouthTrust Corporation Discount Stock Payroll Purchase Plan

  5(a)   -   Opinion of Bradley Arant Rose & White LLP

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

  23(b)  -   Consent of Bradley Arant Rose & White LLP (contained in Exhibit
             5(a)).

  24(a)  -   Powers of Attorney.
</TABLE>

*   Incorporated by reference.

Item 9. 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 1993;

                  (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 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           Registration Statement;


                                        6

<PAGE>   7

                  (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 (a)(1)(i) and
                           (a)(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
                           with or furnished to the Commission by the Registrant
                           pursuant to Sections 13 or 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 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.

(h) 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 foregoing provisions, 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 Act 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 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 Act and will be governed by the final adjudication of
such issue.


                                        7

<PAGE>   8

                                   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
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on February 25, 2000.


                                             SOUTHTRUST CORPORATION


                                      By: /s/ Wallace D. Malone, Jr.
                                          --------------------------------------
                                                  Wallace D. Malone, Jr.
                                             Chairman of the Board, President
                                                and Chief Executive Officer


         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.


<TABLE>
<CAPTION>

         Signature                               Title                                  Date


<S>                                   <C>                                        <C>
/s/ Wallace D. Malone, Jr.            Chairman of the Board,                     February 25, 2000
--------------------------------      President, and Chief Executive
Wallace D. Malone, Jr.                Officer

/s/ Alton E. Yother                   Secretary, Treasurer and                   February 25, 2000
--------------------------------      Controller (Principal
Alton E. Yother                       Accounting and Financial
                                      Officer)

*                                     Director                                   February 25, 2000
--------------------------------
Julian W. Banton

*                                     Director                                   February 25, 2000
--------------------------------
Allen J. Keesler, Jr.

*                                     Director                                   February 25, 2000
--------------------------------
Van L. Richey

*                                     Director                                   February 25, 2000
--------------------------------
Carl F. Bailey
</TABLE>


                                        8

<PAGE>   9

<TABLE>

<S>                                   <C>                         <C>
*                                     Director                    February 25, 2000
--------------------------------
Rex J. Lysinger

*                                     Director                    February 25, 2000
--------------------------------
John M. Bradford

*                                     Director                    February 25, 2000
--------------------------------
Wm. Kendrick Upchurch, Jr.

*                                     Director                    February 25, 2000
--------------------------------
H. Allen Franklin


*By /s/ Alton E. Yother                                           February 25, 2000
   -----------------------------
        Alton E. Yother
        Attorney in Fact
</TABLE>


                                        9

<PAGE>   10



                                                               Index of Exhibits


<TABLE>
<S>    <C>   <C>
*4(a)  -     Certificate of Designation, Preferences and Rights of Series 1999
             Junior Participating Preferred Stock, adopted December 16, 1998 and
             effective February 22, 1999, which was filed as Exhibit A to
             Exhibit 1 to SouthTrust Corporation's Registration Statement on
             Form 8-A (File No. 001-14781).

*4(b)  -     Stockholders' Rights Agreement, dated as of January 12, 1999 and
             effective February 22, 1999, between SouthTrust Corporation and
             ChaseMellon Shareholder Services, LLC, Rights Agent, which was
             filed as Exhibit 1 to SouthTrust Corporation's Registration
             Statement on Form 8-A (File No. 001-14781).

*4(c)  -     Indenture, dated as of May 1, 1987 between SouthTrust Corporation
             and National Westminster Bank USA, which was filed as Exhibit 4(a)
             to SouthTrust Corporation's Registration Statement on Form S-3
             (Registration No. 33-13637).

*4(d)  -     Subordinated Indenture, dated as of May 1, 1992, between
             SouthTrust Corporation and Chemical Bank, which was filed as
             Exhibit 4(b)(ii) to the Registration Statement on Form S-3 of
             SouthTrust Corporation (Registration No. 33-52717).

*4(e)  -     Form of Senior Indenture which was filed as Exhibit 4(b)(i) to the
             Registration Statement on Form S-3 of SouthTrust Corporation
             (Registration No. 33-52717).

*4(f)  -    Composite Restated Bylaws of SouthTrust Corporation, which was
            filed as Exhibit 4(e) to the Registration Statement on Form S-4 of
            SouthTrust Corporation (Registration No. 33-61557).

*4(g)  -     Composite Restated Certificate of Incorporation of SouthTrust
             Corporation, which was filed as Exhibit 3 to the Registration
             Statement on Form S-3 of SouthTrust Corporation (Registration No.
             333-34947).

4(h)   -     SouthTrust Corporation Discount Stock Payroll Purchase Plan

5(a)   -     Opinion of Bradley Arant Rose & White LLP

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

23(b)  -     Consent of Bradley Arant Rose & White LLP (contained in Exhibit
             5(a)).

24(a)  -     Powers of Attorney.
</TABLE>

*   Incorporated by reference.


                                       4
[{"type": "S-8", "sequence": "1", "description": "SOUTHTRUST CORPORATION", "secsgml_size_bytes": 22016}]
{"company-data": {"conformed-name": "SOUTHTRUST CORP", "cik": "0000092081", "assigned-sic": "6021", "irs-number": "630574085", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31132", "film-number": "553693"}, "business-address": {"street1": "420 N 20TH ST", "city": "BIRMINGHAM", "state": "AL", "zip": "35203", "phone": "2052545000"}, "mail-address": {"street1": "P.O. BOX 2554", "city": "BIRMINGHAM", "state": "AL", "zip": "35290"}, "former-company": [{"former-conformed-name": "ALABAMA FINANCIAL GROUP INC", "date-changed": "19820222"}, {"former-conformed-name": "SOUTHERN BANCORPORATION OF ALABAMA", "date-changed": "19740627"}]}
1
   As filed with the Securities and Exchange Commission on February 25, 2000
                                              Registration Number 333-__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

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

                             SOUTHTRUST CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                           63-0574085
  (State or Other Jurisdiction of                             (IRS Employer
  Incorporation or Organization)                             Identification No.)

420 North 20th Street, Birmingham, Alabama                        35203
 (Address of Principal Executive Offices)                       (Zip Code)

           SOUTHTRUST CORPORATION DISCOUNT STOCK PAYROLL PURCHASE PLAN
                            (Full Title of the Plan)

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

                                 ALTON E. YOTHER
                             SouthTrust Corporation
                              420 North 20th Street
                            Birmingham, Alabama 35203
                     (Name and Address of Agent For Service)

                                 (205) 254-5000
          (Telephone Number, Including Area Code, of Agent For Service)

                                 With a copy to:

                                  PAUL S. WARE
                         Bradley Arant Rose & White LLP
                           2001 Park Place, Suite 1400
                            Birmingham, Alabama 35203
                                 (205) 521-8624

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

                         CALCULATION OF REGISTRATION FEE
Title of Each Class                          Proposed Maximum    Proposed Maximum
          of Securities             Amount to Be     Offering Price         Aggregate           Amount Of
        To Be Registered             Registered        Per Share         Offering Price     Registration Fee
       ------------------            ----------        ---------         --------------     ----------------
Common Stock, par value      1,000,000 shares      $24.125*          $24,125,000*           $6,369*
        $2.50 per share
2

*   Estimated pursuant to Rules 457(h)(1) and (c) solely for the purpose of
    calculating the registration fee. The registration fee was based upon the
    average of the high and low prices ($24.125) on February 22, 2000 for the
    Registrant's Common Stock as reported by the NASDAQ National Market System.

                                        2
3

           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

       The documents incorporated by reference in Item 3 of Part II of this
Registration Statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that this Registration Statement incorporates)
are incorporated by reference in the Section 10(a) Prospectus and are available,
without charge, to the participants upon written or oral request to Alton E.
Yother, SouthTrust Corporation, 420 North 20th Street, Birmingham, Alabama 35203
(telephone number (205) 254-5000). The documents containing the information
requested by Part I of Form S-8, the Annual Report on Form 10-K of SouthTrust
Corporation for its latest fiscal year, and all reports, proxy statements and
other communications distributed generally to the security holders of SouthTrust
Corporation are available, without charge, to participants upon written or oral
request to Alton E. Yother, SouthTrust Corporation, 420 North 20th Street,
Birmingham, Alabama 35203 (telephone number (205) 254-5000).

                                        3
4

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents filed by SouthTrust Corporation (the
"Registrant") are incorporated herein by reference and made a part hereof:

         (1) The Annual Report on Form 10-K of the Registrant for the fiscal
year ended December 31, 1998 (Commission File No. 001-14781).

         (2) The Quarterly Reports of the Registrant on Form 10-Q for the
quarters ended March 31, 1999, June 30, 1999 and September 30, 1999 (Commission
File No. 001-14781).

         (3) The description of the Common Stock of the Registrant appearing in
the Registrant's Registration Statement on Form S-3 (Registration Statement No.
333-41823), under the caption "DESCRIPTION OF CAPITAL STOCK - Description of
Common Stock," as filed on December 9, 1997 pursuant to the Securities Act of
1933, as amended (the "Securities Act").

       All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         The legality of the securities offered hereby has been passed upon by
the firm of Bradley Arant Rose & White LLP, counsel to the Registrant. As of the
date hereof, the partners and associates of the firm of Bradley Arant Rose &
White LLP beneficially own approximately 3,100,000 shares of Common Stock of the
Registrant.

Item 6. Indemnification of Directors and Officers.

         The Restated Certificate of Incorporation and the Restated Bylaws of
the Registrant provide that the Registrant shall indemnify its officers,
directors, employees, and agents to the extent permitted by the General
Corporation Law of Delaware, which permits a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative

                                        4
5

(other than an action by or in the right of the corporation) by reason of the
fact that such person 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 expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by the person in connection with any such action, suit or proceeding,
if the person acted in good faith and in a manner the person 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
the person's conduct was unlawful. The General Corporation Law of Delaware also
provides that the termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which the person 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 reasonable cause to believe that the
person's conduct was unlawful. The Registrant also maintains insurance coverage
relating to certain liabilities of directors and officers.

Item 7. Exemption From Registration Claimed.

         Not applicable.

Item 8. Exhibits.

         The following exhibits are filed as part of this Registration
Statement:
*4(a)  -   Certificate of Designation, Preferences and Rights of Series 1999
             Junior Participating Preferred Stock, adopted December 16, 1998 and
             effective February 22, 1999, which was filed as Exhibit A to
             Exhibit 1 to SouthTrust Corporation's Registration Statement on
             Form 8-A (File No. 001-14781).

  *4(b)  -   Stockholders' Rights Agreement, dated as of January 12, 1999 and
             effective February 22, 1999, between SouthTrust Corporation and
             ChaseMellon Shareholder Services, LLC, Rights Agent, which was
             filed as Exhibit 1 to SouthTrust Corporation's Registration
             Statement on Form 8-A (File No. 001-14781).

  *4(c)  -   Indenture, dated as of May 1, 1987 between SouthTrust Corporation
             and National Westminster Bank USA, which was filed as Exhibit 4(a)
             to SouthTrust Corporation's Registration Statement on Form S-3
             (Registration No. 33-13637).

  *4(d)  -   Subordinated Indenture, dated as of May 1, 1992, between
             SouthTrust Corporation and Chemical Bank, which was filed as
             Exhibit 4(b)(ii) to the Registration Statement on Form S-3 of
             SouthTrust Corporation (Registration No. 33-52717).

  *4(e)  -   Form of Senior Indenture which was filed as Exhibit 4(b)(i) to the
             Registration Statement on Form S-3 of SouthTrust Corporation
             (Registration No. 33-52717).
5
6
*4(f)  -   Composite Restated Bylaws of SouthTrust Corporation, which was
             filed as Exhibit 4(e) to the Registration Statement on Form S-4 of
             SouthTrust Corporation (Registration No. 33-61557).

  *4(g)  -   Composite Restated Certificate of Incorporation of SouthTrust
             Corporation, which was filed as Exhibit 3 to the Registration
             Statement on Form S-3 of SouthTrust Corporation (Registration No.
             333-34947).

  4(h)   -   SouthTrust Corporation Discount Stock Payroll Purchase Plan

  5(a)   -   Opinion of Bradley Arant Rose & White LLP

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

  23(b)  -   Consent of Bradley Arant Rose & White LLP (contained in Exhibit
             5(a)).

  24(a)  -   Powers of Attorney.
*   Incorporated by reference.

Item 9. 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 1993;

                  (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 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           Registration Statement;

                                        6
7

                  (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 (a)(1)(i) and
                           (a)(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
                           with or furnished to the Commission by the Registrant
                           pursuant to Sections 13 or 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 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.

(h) 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 foregoing provisions, 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 Act 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 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 Act and will be governed by the final adjudication of
such issue.

                                        7
8

                                   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
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on February 25, 2000.

                                             SOUTHTRUST CORPORATION

                                      By: /s/ Wallace D. Malone, Jr.
                                          --------------------------------------
                                                  Wallace D. Malone, Jr.
                                             Chairman of the Board, President
                                                and Chief Executive Officer

         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
/s/ Wallace D. Malone, Jr.            Chairman of the Board,                     February 25, 2000
--------------------------------      President, and Chief Executive
Wallace D. Malone, Jr.                Officer

/s/ Alton E. Yother                   Secretary, Treasurer and                   February 25, 2000
--------------------------------      Controller (Principal
Alton E. Yother                       Accounting and Financial
                                      Officer)

*                                     Director                                   February 25, 2000
--------------------------------
Julian W. Banton

*                                     Director                                   February 25, 2000
--------------------------------
Allen J. Keesler, Jr.

*                                     Director                                   February 25, 2000
--------------------------------
Van L. Richey

*                                     Director                                   February 25, 2000
--------------------------------
Carl F. Bailey
8
9
*                                     Director                    February 25, 2000
--------------------------------
Rex J. Lysinger

*                                     Director                    February 25, 2000
--------------------------------
John M. Bradford

*                                     Director                    February 25, 2000
--------------------------------
Wm. Kendrick Upchurch, Jr.

*                                     Director                    February 25, 2000
--------------------------------
H. Allen Franklin

*By /s/ Alton E. Yother                                           February 25, 2000
   -----------------------------
        Alton E. Yother
        Attorney in Fact
9
10

                                                               Index of Exhibits
*4(a)  -     Certificate of Designation, Preferences and Rights of Series 1999
             Junior Participating Preferred Stock, adopted December 16, 1998 and
             effective February 22, 1999, which was filed as Exhibit A to
             Exhibit 1 to SouthTrust Corporation's Registration Statement on
             Form 8-A (File No. 001-14781).

*4(b)  -     Stockholders' Rights Agreement, dated as of January 12, 1999 and
             effective February 22, 1999, between SouthTrust Corporation and
             ChaseMellon Shareholder Services, LLC, Rights Agent, which was
             filed as Exhibit 1 to SouthTrust Corporation's Registration
             Statement on Form 8-A (File No. 001-14781).

*4(c)  -     Indenture, dated as of May 1, 1987 between SouthTrust Corporation
             and National Westminster Bank USA, which was filed as Exhibit 4(a)
             to SouthTrust Corporation's Registration Statement on Form S-3
             (Registration No. 33-13637).

*4(d)  -     Subordinated Indenture, dated as of May 1, 1992, between
             SouthTrust Corporation and Chemical Bank, which was filed as
             Exhibit 4(b)(ii) to the Registration Statement on Form S-3 of
             SouthTrust Corporation (Registration No. 33-52717).

*4(e)  -     Form of Senior Indenture which was filed as Exhibit 4(b)(i) to the
             Registration Statement on Form S-3 of SouthTrust Corporation
             (Registration No. 33-52717).

*4(f)  -    Composite Restated Bylaws of SouthTrust Corporation, which was
            filed as Exhibit 4(e) to the Registration Statement on Form S-4 of
            SouthTrust Corporation (Registration No. 33-61557).

*4(g)  -     Composite Restated Certificate of Incorporation of SouthTrust
             Corporation, which was filed as Exhibit 3 to the Registration
             Statement on Form S-3 of SouthTrust Corporation (Registration No.
             333-34947).

4(h)   -     SouthTrust Corporation Discount Stock Payroll Purchase Plan

5(a)   -     Opinion of Bradley Arant Rose & White LLP

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

23(b)  -     Consent of Bradley Arant Rose & White LLP (contained in Exhibit
             5(a)).

24(a)  -     Powers of Attorney.
*   Incorporated by reference.

                                       4