<PAGE>   1
    As filed with the Securities and Exchange Commission on January 29, 2001.

                                                    Registration No. 333-______

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

                       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
                    FIRST BANK HOLDING COMPANY 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
                                 2001 PARK PLACE
                                   SUITE 1400
                            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 offering       Amount of
                    be registered                      registered      price per share           price         registration fee
===================================================================================================================================
<S>                                                   <C>             <C>                 <C>                  <C>
Common Stock, $2.50 par value:
First Bank Holding Company Stock Option
    Conversion Plan.............................      36,649 shares        $6.33*              $231,989*             $58*
Rights to Purchase Series 1999 Junior
    Participating Preferred Stock...............      36,649 rights
===================================================================================================================================
</TABLE>

*    Calculated pursuant to Rule 457(h)(1), and sets forth the higher offering
     price produced for any participant, based upon an original option price of
     $11.06 for shares of common stock of First Bank Holding Company divided by
     1.7456, the conversion ratio specified in the merger agreement pursuant to
     which the stock options were converted.


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

<PAGE>   2

           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
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, 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).

                                     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, 1999, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");

         (2)      The Company's Quarterly Reports on Form 10-Q, dated March 31,
2000, June 30, 2000 and September 30, 2000 (Commission File No. 001-14781); and

         (3)      The description of the Company's common stock, par value $2.50
per share (the "Common Stock"), appearing in the Company's Registration
Statement on Form S-3 (Registration 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 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
September 30, 2000, the partners and associates of the firm of Bradley Arant
Rose & White LLP beneficially owned approximately 3,100,000 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 the best interests of
the corporation, and, with


                                      II-1
<PAGE>   3

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:

<TABLE>
     <S>              <C>

     *4(a)     -      Certificate of Designation of 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)     -      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 Arthur Andersen LLP.
     23(b)     -      Consent of Bradley Arant Rose & White LLP (included in
                      Exhibit 5).
     24        -      Powers of Attorney.
</TABLE>

-----------------------------
*  Incorporated by reference.

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1)      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;

                  (2)      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 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.


                                      II-2
<PAGE>   4



         (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>   5
                                   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 January 29, 2001.


                                        SOUTHTRUST CORPORATION


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

         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              January 29, 2001
-----------------------------------------------------             Officer, President, Director
                Wallace D. Malone, Jr.                            (Principal Executive Officer)



                  /s/ Alton E. Yother                               Secretary, Treasurer and              January 29, 2001
-----------------------------------------------------               Controller (Principal
                    Alton E. Yother                                      Accounting and
                                                                       Financial Officer)


                          *                                                 Director                      January 29, 2001
-----------------------------------------------------
                   Julian W. Banton


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


                          *                                                 Director                      January 29, 2001
-----------------------------------------------------
                   John M. Bradford


                          *                                                 Director                      January 29, 2001
-----------------------------------------------------
                   William A. Coley


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


                                                                            Director
-----------------------------------------------------
                   William C. Hulsey
</TABLE>


                                      II-4
<PAGE>   6


<TABLE>
<S>                                                                         <C>                           <C>
                                                                            Director
-----------------------------------------------------
                    Donald M. James


                         *                                                  Director                      January 29, 2001
-----------------------------------------------------
                   Allen J. Keesler


                         *                                                  Director                      January 29, 2001
-----------------------------------------------------
                    Rex J. Lysinger


                         *                                                  Director                      January 29, 2001
-----------------------------------------------------
                    Judy M. Merritt


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


*                 /s/ Alton E. Yother                                                                     January 29, 2001
-----------------------------------------------------
                    Alton E. Yother
                  as Attorney-in-fact
</TABLE>


                                      II-5
<PAGE>   7

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                                             PAGE IN SEQUENTIALLY
EXHIBIT NUMBER                            DESCRIPTION                                           NUMBERED FILING
--------------                            -----------                                        ---------------------
<S>                 <C>      <C>                                                             <C>


    * 4(a)          -        Certificate of Designation of 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)          -        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 Arthur Andersen LLP.
     23(b)          -        Consent of Bradley Arant Rose & White LLP (included
                             in Exhibit 5).
     24             -        Powers of Attorney.
</TABLE>


---------------------
*  Incorporated by reference.
[{"type": "S-8", "sequence": "1", "filename": "g66559s-8.txt", "description": "SOUTHTRUST CORPORATION", "secsgml_size_bytes": 21376}]
{"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": "333-54542", "film-number": "1518154"}, "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 January 29, 2001.

                                                    Registration No. 333-______

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

                       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
                    FIRST BANK HOLDING COMPANY 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
                                 2001 PARK PLACE
                                   SUITE 1400
                            BIRMINGHAM, ALABAMA 35203
                                 (205) 521-8000

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                      Title of                                            Proposed         Proposed maximum
                    securities to                     Amount to be    maximum offering    aggregate offering       Amount of
                    be registered                      registered      price per share           price         registration fee
===================================================================================================================================
Common Stock, $2.50 par value:
First Bank Holding Company Stock Option
    Conversion Plan.............................      36,649 shares        $6.33*              $231,989*             $58*
Rights to Purchase Series 1999 Junior
    Participating Preferred Stock...............      36,649 rights
===================================================================================================================================
*    Calculated pursuant to Rule 457(h)(1), and sets forth the higher offering
     price produced for any participant, based upon an original option price of
     $11.06 for shares of common stock of First Bank Holding Company divided by
     1.7456, the conversion ratio specified in the merger agreement pursuant to
     which the stock options were converted.

================================================================================
2

           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
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, 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).

                                     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, 1999, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");

         (2)      The Company's Quarterly Reports on Form 10-Q, dated March 31,
2000, June 30, 2000 and September 30, 2000 (Commission File No. 001-14781); and

         (3)      The description of the Company's common stock, par value $2.50
per share (the "Common Stock"), appearing in the Company's Registration
Statement on Form S-3 (Registration 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 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
September 30, 2000, the partners and associates of the firm of Bradley Arant
Rose & White LLP beneficially owned approximately 3,100,000 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 the best interests of
the corporation, and, with

                                      II-1
3

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 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)     -      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 Arthur Andersen 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)      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;

                  (2)      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 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.

                                      II-2
4

         (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
5
                                   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 January 29, 2001.

                                        SOUTHTRUST CORPORATION

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

         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              January 29, 2001
-----------------------------------------------------             Officer, President, Director
                Wallace D. Malone, Jr.                            (Principal Executive Officer)

                  /s/ Alton E. Yother                               Secretary, Treasurer and              January 29, 2001
-----------------------------------------------------               Controller (Principal
                    Alton E. Yother                                      Accounting and
                                                                       Financial Officer)

                          *                                                 Director                      January 29, 2001
-----------------------------------------------------
                   Julian W. Banton

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

                          *                                                 Director                      January 29, 2001
-----------------------------------------------------
                   John M. Bradford

                          *                                                 Director                      January 29, 2001
-----------------------------------------------------
                   William A. Coley

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

                                                                            Director
-----------------------------------------------------
                   William C. Hulsey
II-4
6
Director
-----------------------------------------------------
                    Donald M. James

                         *                                                  Director                      January 29, 2001
-----------------------------------------------------
                   Allen J. Keesler

                         *                                                  Director                      January 29, 2001
-----------------------------------------------------
                    Rex J. Lysinger

                         *                                                  Director                      January 29, 2001
-----------------------------------------------------
                    Judy M. Merritt

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

*                 /s/ Alton E. Yother                                                                     January 29, 2001
-----------------------------------------------------
                    Alton E. Yother
                  as Attorney-in-fact
II-5
7

                                INDEX TO EXHIBITS
PAGE IN SEQUENTIALLY
EXHIBIT NUMBER                            DESCRIPTION                                           NUMBERED FILING
--------------                            -----------                                        ---------------------
* 4(a)          -        Certificate of Designation of 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)          -        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 Arthur Andersen 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.