<PAGE>
     As filed with the Securities and Exchange Commission on May 1, 2003.
                                                     Registration No.___________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

          420 NORTH 20TH STREET
           BIRMINGHAM, ALABAMA                                      35203
(Address of Principal Executive Offices)                          (Zip Code)

                       STOCK OPTION PLAN FOR CONVERSION OF
                     FOUNDERS BANCSHARES, INC. STOCK OPTIONS
                            (Full title of the plan)

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

                                 ALTON E. YOTHER
                              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
                             1819 FIFTH AVENUE NORTH
                            BIRMINGHAM, ALABAMA 35203
                                 (205) 521-8000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

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

                      Title of                                            Proposed        Proposed maximum
                   securities to                      Amount to be    maximum offering       aggregate          Amount of
                   be registered                       registered      price per share       offering         registration
                                                                                               price               fee
--------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>                  <C>                <C>
Common Stock, $2.50 par value:
Founders Bancshares, Inc. Stock Option Conversion
Plan.............................................        37,589            $11.01*           $413,854.89*        $ 33.48*
                                                         shares

Rights to Purchase Series 1999 Junior Participating
Preferred Stock..................................        18,794
                                                       rights(1)
==========================================================================================================================
</TABLE>

*        Calculated pursuant to Rule 457(h)(1), and sets forth the highest
         offering price produced for any participant, based upon an original
         option price of $9.00 for shares of common stock of Founders
         Bancshares, Inc. divided by 0.817, the conversion ratio specified in
         the share exchange agreement pursuant to which the stock options were
         converted.

(1)      Represents one-half right issued in respect of each share of common
         stock of the registrant to be issued.
================================================================================


<PAGE>


           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The documents incorporated by reference into 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 into the Section 10(a) Prospectus and are
available, without charge, to the participants upon written or oral request to
John D. Buchanan, Secretary, 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, 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 John D. Buchanan, Secretary, SouthTrust
Corporation, 420 North 20th Street, Birmingham, Alabama 35203 (telephone number
205-254-5000).


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by SouthTrust Corporation (the "Company")
with the Securities and Exchange Commission are incorporated herein by reference
as of their respective dates:

         (1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act");

         (2) The Company's Current Report on Form 8-K, filed April 17, 2003; and

         (3) The description of the Company's common stock, par value $2.50 per
share (the "Common Stock"), appearing in Amendment No. 2 to the Company's
Registration Statement on Form S-3 (Registration No. 333-32922), under the
caption "DESCRIPTION OF CAPITAL STOCK - Description of Common Stock," as filed
on April 4, 2002 pursuant to the Securities Act of 1933, as amended (the
"Securities Act").

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 and to be a part of the Registration Statement
from the date of the filing of such documents.


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 for the Company. As of April
15, 2003, the partners and associates of the firm of Bradley Arant Rose & White
LLP beneficially owned approximately 3,600,000 shares of Common Stock of the
Company.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Restated Certificate of Incorporation and the Restated and Amended
Bylaws of the Company provide that the Company 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 (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 attorney's fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by such person in connection with
any such action, suit or proceeding, if such person acted in good faith and in a
manner reasonably believed to be in or not opposed to

                                      II-1

<PAGE>


the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the 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 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
reasonable cause to believe that his conduct was unlawful. The Company also
maintains insurance coverage relating to certain liabilities of directors and
officers.

ITEM 8.  EXHIBITS.

         The following Exhibits are filed as a part of the Registration
Statement:

  * 4(a)      Certificate of Designation of Preferences and Rights of Services
              1999 Junior Participating Preferred Stock, adopted December 16,
              1988 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)  -   Amended and Restated Shareholder's Rights of Agreement, dated as
              of August 1, 2000, between SouthTrust Corporation and American
              Stock Transfer & Trust Company, 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     -   Opinion of Bradley Arant Rose & White LLP as to the legality of
              the securities being offered.

   23(a)  -   Consent of KPMG LLP

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

   24     -   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 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;

                  (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


                                      II-2

<PAGE>


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 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 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.


                                      II-3


<PAGE>


                                   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-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 April 30, 2003.


                                     SOUTHTRUST CORPORATION


                         By:       /S/ WALLACE D. MALONE, JR.
                            -------------------------------------
                                     Wallace D. Malone, Jr.
                                 Its Chairman of the Board of
                            Directors 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, Chief Executive              April 30, 2003
--------------------------------------------                   Officer, Director
         Wallace D. Malone, Jr.                          (Principal Executive Officer)

         /S/ ALTON E. YOTHER                        Executive Vice President, Treasurer and       April 30, 2003
--------------------------------------------                 Controller (Principal
           Alton E. Yother                                    Financial Officer)

                  *                                                Director                       April 30, 2003
--------------------------------------------
          Julian W. Banton

                                                                   Director
--------------------------------------------
           Carl F. Bailey

                  *                                                Director                       April 30, 2003
--------------------------------------------
          John M. Bradford

                  *                                                Director                       April 30, 2003
--------------------------------------------
           Thomas H. Coley

                                                                   Director
--------------------------------------------
          William A. Coley
</TABLE>

                                      II-4

<PAGE>

<TABLE>
<S>                                                 <C>                                           <C>
                      *                                            Director                       April 30, 2003
--------------------------------------------
          Garry N. Drummond

                                                                   Director
--------------------------------------------
          H. Allen Franklin

                                                                   Director
--------------------------------------------
          William C. Hulsey

                                                                   Director
--------------------------------------------
           Donald M. James

                     *                                             Director                       April 30, 2003
--------------------------------------------
          Allen J. Keesler

                     *                                             Director                       April 30, 2003
--------------------------------------------
           Judy M. Merritt

                                                                   Director
--------------------------------------------
            Van L. Richey

        * /S/ ALTON E. YOTHER                                                                     April 30, 2003
--------------------------------------------
           Alton E. Yother
         as Attorney-in-fact
</TABLE>



                                      II-5


<PAGE>



                                INDEX TO EXHIBITS


EXHIBIT NUMBER                            DESCRIPTION
--------------                            -----------

    * 4(a)      Certificate of Designation of Preferences and Rights of Services
                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)   -  Amended and Restated Shareholder's Rights of Agreement, dated as
                of August 1, 2000, between SouthTrust Corporation and American
                Stock Transfer & Trust Company, 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    -   Opinion of Bradley Arant Rose & White LLP as to the legality of
                the securities being offered.

      23(a) -   Consent of KPMG LLP

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

      24    -   Powers of Attorney.

----------
* Incorporated by reference.
[{"type": "S-8", "sequence": "1", "filename": "g82476sv8.txt", "description": "SOUTHTRUST CORPORATION", "secsgml_size_bytes": 20399}]
{"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": "333-104893", "film-number": "03675896"}, "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": "SOUTHERN BANCORPORATION OF ALABAMA", "date-changed": "19740627"}, {"former-conformed-name": "ALABAMA FINANCIAL GROUP INC", "date-changed": "19820222"}]}
As filed with the Securities and Exchange Commission on May 1, 2003.
                                                     Registration No.___________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

          420 NORTH 20TH STREET
           BIRMINGHAM, ALABAMA                                      35203
(Address of Principal Executive Offices)                          (Zip Code)

                       STOCK OPTION PLAN FOR CONVERSION OF
                     FOUNDERS BANCSHARES, INC. STOCK OPTIONS
                            (Full title of the plan)

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

                                 ALTON E. YOTHER
                              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
                             1819 FIFTH AVENUE NORTH
                            BIRMINGHAM, ALABAMA 35203
                                 (205) 521-8000

                         CALCULATION OF REGISTRATION FEE
==========================================================================================================================

                      Title of                                            Proposed        Proposed maximum
                   securities to                      Amount to be    maximum offering       aggregate          Amount of
                   be registered                       registered      price per share       offering         registration
                                                                                               price               fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock, $2.50 par value:
Founders Bancshares, Inc. Stock Option Conversion
Plan.............................................        37,589            $11.01*           $413,854.89*        $ 33.48*
                                                         shares

Rights to Purchase Series 1999 Junior Participating
Preferred Stock..................................        18,794
                                                       rights(1)
==========================================================================================================================
*        Calculated pursuant to Rule 457(h)(1), and sets forth the highest
         offering price produced for any participant, based upon an original
         option price of $9.00 for shares of common stock of Founders
         Bancshares, Inc. divided by 0.817, the conversion ratio specified in
         the share exchange agreement pursuant to which the stock options were
         converted.

(1)      Represents one-half right issued in respect of each share of common
         stock of the registrant to be issued.
================================================================================
REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The documents incorporated by reference into 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 into the Section 10(a) Prospectus and are
available, without charge, to the participants upon written or oral request to
John D. Buchanan, Secretary, 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, 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 John D. Buchanan, Secretary, SouthTrust
Corporation, 420 North 20th Street, Birmingham, Alabama 35203 (telephone number
205-254-5000).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by SouthTrust Corporation (the "Company")
with the Securities and Exchange Commission are incorporated herein by reference
as of their respective dates:

         (1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act");

         (2) The Company's Current Report on Form 8-K, filed April 17, 2003; and

         (3) The description of the Company's common stock, par value $2.50 per
share (the "Common Stock"), appearing in Amendment No. 2 to the Company's
Registration Statement on Form S-3 (Registration No. 333-32922), under the
caption "DESCRIPTION OF CAPITAL STOCK - Description of Common Stock," as filed
on April 4, 2002 pursuant to the Securities Act of 1933, as amended (the
"Securities Act").

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 and to be a part of the Registration Statement
from the date of the filing of such documents.

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 for the Company. As of April
15, 2003, the partners and associates of the firm of Bradley Arant Rose & White
LLP beneficially owned approximately 3,600,000 shares of Common Stock of the
Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Restated Certificate of Incorporation and the Restated and Amended
Bylaws of the Company provide that the Company 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 (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 attorney's fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by such person in connection with
any such action, suit or proceeding, if such person acted in good faith and in a
manner reasonably believed to be in or not opposed to

                                      II-1
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the 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 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
reasonable cause to believe that his conduct was unlawful. The Company also
maintains insurance coverage relating to certain liabilities of directors and
officers.

ITEM 8.  EXHIBITS.

         The following Exhibits are filed as a part of the Registration
Statement:

  * 4(a)      Certificate of Designation of Preferences and Rights of Services
              1999 Junior Participating Preferred Stock, adopted December 16,
              1988 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)  -   Amended and Restated Shareholder's Rights of Agreement, dated as
              of August 1, 2000, between SouthTrust Corporation and American
              Stock Transfer & Trust Company, 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     -   Opinion of Bradley Arant Rose & White LLP as to the legality of
              the securities being offered.

   23(a)  -   Consent of KPMG LLP

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

   24     -   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 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;

                  (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

                                      II-2
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 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 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.

                                      II-3
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-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 April 30, 2003.

                                     SOUTHTRUST CORPORATION

                         By:       /S/ WALLACE D. MALONE, JR.
                            -------------------------------------
                                     Wallace D. Malone, Jr.
                                 Its Chairman of the Board of
                            Directors 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, Chief Executive              April 30, 2003
--------------------------------------------                   Officer, Director
         Wallace D. Malone, Jr.                          (Principal Executive Officer)

         /S/ ALTON E. YOTHER                        Executive Vice President, Treasurer and       April 30, 2003
--------------------------------------------                 Controller (Principal
           Alton E. Yother                                    Financial Officer)

                  *                                                Director                       April 30, 2003
--------------------------------------------
          Julian W. Banton

                                                                   Director
--------------------------------------------
           Carl F. Bailey

                  *                                                Director                       April 30, 2003
--------------------------------------------
          John M. Bradford

                  *                                                Director                       April 30, 2003
--------------------------------------------
           Thomas H. Coley

                                                                   Director
--------------------------------------------
          William A. Coley
II-4
*                                            Director                       April 30, 2003
--------------------------------------------
          Garry N. Drummond

                                                                   Director
--------------------------------------------
          H. Allen Franklin

                                                                   Director
--------------------------------------------
          William C. Hulsey

                                                                   Director
--------------------------------------------
           Donald M. James

                     *                                             Director                       April 30, 2003
--------------------------------------------
          Allen J. Keesler

                     *                                             Director                       April 30, 2003
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           Judy M. Merritt

                                                                   Director
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            Van L. Richey

        * /S/ ALTON E. YOTHER                                                                     April 30, 2003
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           Alton E. Yother
         as Attorney-in-fact
II-5
INDEX TO EXHIBITS

EXHIBIT NUMBER                            DESCRIPTION
--------------                            -----------

    * 4(a)      Certificate of Designation of Preferences and Rights of Services
                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)   -  Amended and Restated Shareholder's Rights of Agreement, dated as
                of August 1, 2000, between SouthTrust Corporation and American
                Stock Transfer & Trust Company, 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    -   Opinion of Bradley Arant Rose & White LLP as to the legality of
                the securities being offered.

      23(a) -   Consent of KPMG LLP

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

      24    -   Powers of Attorney.

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* Incorporated by reference.