<PAGE>
   As filed with the Securities and Exchange Commission on December 5, 2001.

                                                     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
                       THE BANK OF TIDEWATER 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


<TABLE>
<CAPTION>
                                                    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
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>              <C>                <C>                  <C>
Common Stock, $2.50 par value:
The Bank of Tidewater Stock Option Conversion Plan..  27,866 shares         $21.04*          $586,300.64*          $140.13*
Rights to Purchase Series 1999 Junior
 Participating Preferred Stock......................  13,933 rights
===============================================================================================================================
</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
     $22.50 for shares of common stock of The Bank of Tidewater divided by
     1.0691, the conversion ratio specified in the merger agreement pursuant to
     which the stock options were converted.

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


<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
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, 2000, 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 for the periods
ended March 31, 2001, June 30, 2001, and September 30, 2001 (Commission File No.
0-3613); 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
November 15, 2001, the partners and associates of the firm of Bradley Arant Rose
& White LLP beneficially owned approximately 3,590,000 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


                                      II-1
<PAGE>

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 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>      <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


                                      II-2

<PAGE>


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 December 5, 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             December 5, 2001
------------------------------------         Officer, President, Director
       Wallace D. Malone, Jr.                (Principal Executive Officer)


         /s/ Alton E. Yother                   Secretary, Treasurer and              December 5, 2001
------------------------------------             Controller (Principal
           Alton E. Yother                          Accounting and
                                                  Financial Officer)

                  *                                    Director                      December 5, 2001
------------------------------------
          Julian W. Banton


                  *                                    Director                      December 5, 2001
------------------------------------
           Carl F. Bailey


                  *                                    Director                      December 5, 2001
------------------------------------
          John M. Bradford


                                                       Director                      December __, 2001
------------------------------------
          William A. Coley


                                                       Director                      December __, 2001
------------------------------------
          Garry N. Drummond
</TABLE>



                                      II-4

<PAGE>




<TABLE>
<S>                                                  <C>                           <C>

                                                     Director                      December __, 2001
------------------------------------
         H. Allen Franklin


                 *                                   Director                      December 5, 2001
------------------------------------
         William C. Hulsey


                 *                                   Director                      December 5, 2001
------------------------------------
          Donald M. James


                                                     Director                      December __, 2001
------------------------------------
         Allen J. Keesler


                                                     Director                      December __, 2001
------------------------------------
          Rex J. Lysinger


                 *                                   Director                      December 5, 2001
------------------------------------
          Judy M. Merritt


                 *                                   Director                      December 5, 2001
------------------------------------
           Van L. Richey


        /s/ Alton E. Yother                                                        December 5, 2001
------------------------------------
          Alton E. Yother
        as Attorney-in-fact
</TABLE>




                                      II-5

<PAGE>



                                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": "g73138s-8.txt", "description": "SOUTHTRUST CORPORATION", "secsgml_size_bytes": 20918}]
{"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": "333-74570", "film-number": "1806748"}, "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"}]}
As filed with the Securities and Exchange Commission on December 5, 2001.

                                                     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
                       THE BANK OF TIDEWATER 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:
The Bank of Tidewater Stock Option Conversion Plan..  27,866 shares         $21.04*          $586,300.64*          $140.13*
Rights to Purchase Series 1999 Junior
 Participating Preferred Stock......................  13,933 rights
===============================================================================================================================
*    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
     $22.50 for shares of common stock of The Bank of Tidewater divided by
     1.0691, the conversion ratio specified in the merger agreement pursuant to
     which the stock options were converted.

================================================================================
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, 2000, 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 for the periods
ended March 31, 2001, June 30, 2001, and September 30, 2001 (Commission File No.
0-3613); 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
November 15, 2001, the partners and associates of the firm of Bradley Arant Rose
& White LLP beneficially owned approximately 3,590,000 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

                                      II-1
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 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

                                      II-2
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 December 5, 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             December 5, 2001
------------------------------------         Officer, President, Director
       Wallace D. Malone, Jr.                (Principal Executive Officer)

         /s/ Alton E. Yother                   Secretary, Treasurer and              December 5, 2001
------------------------------------             Controller (Principal
           Alton E. Yother                          Accounting and
                                                  Financial Officer)

                  *                                    Director                      December 5, 2001
------------------------------------
          Julian W. Banton

                  *                                    Director                      December 5, 2001
------------------------------------
           Carl F. Bailey

                  *                                    Director                      December 5, 2001
------------------------------------
          John M. Bradford

                                                       Director                      December __, 2001
------------------------------------
          William A. Coley

                                                       Director                      December __, 2001
------------------------------------
          Garry N. Drummond
II-4
Director                      December __, 2001
------------------------------------
         H. Allen Franklin

                 *                                   Director                      December 5, 2001
------------------------------------
         William C. Hulsey

                 *                                   Director                      December 5, 2001
------------------------------------
          Donald M. James

                                                     Director                      December __, 2001
------------------------------------
         Allen J. Keesler

                                                     Director                      December __, 2001
------------------------------------
          Rex J. Lysinger

                 *                                   Director                      December 5, 2001
------------------------------------
          Judy M. Merritt

                 *                                   Director                      December 5, 2001
------------------------------------
           Van L. Richey

        /s/ Alton E. Yother                                                        December 5, 2001
------------------------------------
          Alton E. Yother
        as Attorney-in-fact
II-5
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.
----------
*  Incorporated by reference.