<PAGE>   1

      As filed with the Securities and Exchange Commission on May 31, 2001
                                               Registration Number 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

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

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

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

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


                 SOUTHTRUST CORPORATION LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

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

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

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

                                 With a copy to:

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

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
           Title of Each Class                                    Proposed Maximum        Proposed Maximum
              of Securities                    Amount to Be        Offering Price             Aggregate                Amount Of
            To Be Registered                    Registered            Per Share            Offering Price          Registration Fee
            ----------------                    ----------            ---------            --------------          ----------------
         <S>                                   <C>                <C>                     <C>                      <C>
         Common Stock, par value                13,000,000
             $2.50 per share                      shares              $24.485 *           $318,305,000.00 *           $79,576.25*

        Rights to Purchase Series               13,000,000
        1999 Junior Participating                 rights
             Preferred Stock
</TABLE>

(*)   Estimated pursuant to Rules 457(h)(1) and (c) solely for the purpose of
      calculating the registration fee. The registration fee was based upon the
      average of the high and low prices ($24.485) on May 25, 2001 for the
      Registrant's Common Stock as reported by the NASDAQ National Market
      System.


<PAGE>   2


           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (1)      The Annual Report on Form 10-K of the Registrant for the
fiscal year ended December 31, 2000 (Commission File No. 000-03613).

         (2)      The Quarterly Report on Form 10-Q of the Registrant for the
quarter ended March 31, 2001 (Commission File No. 000-03613).

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

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

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

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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


                                      II-1
<PAGE>   3


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 attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by the person in
connection with any such action, suit or proceeding, if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful. The General Corporation Law of Delaware also provides that the
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the person's conduct was
unlawful. The Registrant also maintains insurance coverage relating to certain
liabilities of directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

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


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

  *4(b)    -      Amended and Restated Stockholders' Rights 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).

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

  *4(g)    -      Composite Restated Certificate of Incorporation of SouthTrust
                  Corporation, which was filed as Exhibit 3 to the Registration
                  Statement on Form S-3 of SouthTrust Corporation (Registration
                  No. 333-32922).

  *4(h)    -      SouthTrust Corporation Long-Term Incentive Plan (Amended and
                  Restated), which was filed as Exhibit 2 to the SouthTrust
                  Corporation Proxy Statement for the Annual Meeting of
                  Stockholders held on April 19, 2000 (Commission File No.
                  000-03613).


                                      II-2

<PAGE>   4


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

  23(a)    -      Consent of Arthur Andersen LLP.

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

  24(a)    -      Powers of Attorney.

*   Incorporated by reference.

 ITEM 9.  UNDERTAKINGS.

(a)      The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(h)      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                      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
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 May 31, 2001.


                                    SOUTHTRUST CORPORATION


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


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

               Signature                                             Title                             Date
               ---------                                             -----                             ----


<S>                                                   <C>                                          <C>
/s/ WALLACE D. MALONE, JR.                            Chairman of the Board,                       May 31, 2001
--------------------------------------------          President, and Chief Executive
Wallace D. Malone, Jr.                                Officer

/s/ ALTON E.YOTHER                                    Secretary, Treasurer and                     May 31, 2001
--------------------------------------------          Controller (Principal
Alton E. Yother                                       Accounting and Financial
                                                      Officer)


/s/ JULIAN W. BANTON                                  Director                                     May 31, 2001
--------------------------------------------
Julian W. Banton

                  *                                   Director                                     May 31, 2001
--------------------------------------------
Carl F. Bailey

                  *                                   Director                                     May 31, 2001
--------------------------------------------
John M. Bradford

                  *                                   Director                                     May 31, 2001
--------------------------------------------
William A. Coley

                  *                                   Director                                     May 31, 2001
--------------------------------------------
H. Allen Franklin

                  *                                   Director                                     May 31, 2001
--------------------------------------------
William C. Hulsey

                  *                                   Director                                     May 31, 2001
--------------------------------------------
Donald M. James
</TABLE>


                                      II-4
<PAGE>   6


<TABLE>

<S>                                                   <C>                                          <C>
                  *                                   Director                                     May 31, 2001
--------------------------------------------
Allen J. Keesler, Jr.

                  *                                   Director                                     May 31, 2001
--------------------------------------------
Rex J. Lysinger

                  *                                   Director                                     May 31, 2001
--------------------------------------------
Judy M. Merritt

                  *                                   Director                                     May 31, 2001
--------------------------------------------
Van L. Richey

                  *                                   Director                                     May 31, 2001
--------------------------------------------
Garry Neil Drummond



*By /s/ ALTON E. YOTHER                                                                            May 31, 2001
   -----------------------------------------
         Alton E. Yother
          Attorney in Fact
</TABLE>


                                      II-5

<PAGE>   7


                                                               Index of Exhibits



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

         *4(b)    -        Amended and Restated Stockholders' Rights
                           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).

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

         *4(g)    -        Composite Restated Certificate of Incorporation of
                           SouthTrust Corporation, which was filed as Exhibit 3
                           to the Registration Statement on Form S-3 of
                           SouthTrust Corporation (Registration No. 333-32922).

         *4(h)    -        SouthTrust Corporation Long-Term Incentive Plan
                           (Amended and Restated), which was filed as Exhibit 2
                           to the SouthTrust Corporation Proxy Statement for the
                           Annual Meeting of the Stockholders held on April 19,
                           2000 (Commission File No. 000-03613).

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

         23(a)    -        Consent of Arthur Andersen LLP.

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

         24(a)    -        Powers of Attorney.


*   Incorporated by reference.


                                      II-6
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{"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": "333-61990", "film-number": "1651913"}, "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 May 31, 2001
                                               Registration Number 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

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

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

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

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

                 SOUTHTRUST CORPORATION LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

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

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

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

                                 With a copy to:

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

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

                         CALCULATION OF REGISTRATION FEE
Title of Each Class                                    Proposed Maximum        Proposed Maximum
              of Securities                    Amount to Be        Offering Price             Aggregate                Amount Of
            To Be Registered                    Registered            Per Share            Offering Price          Registration Fee
            ----------------                    ----------            ---------            --------------          ----------------
Common Stock, par value                13,000,000
             $2.50 per share                      shares              $24.485 *           $318,305,000.00 *           $79,576.25*

        Rights to Purchase Series               13,000,000
        1999 Junior Participating                 rights
             Preferred Stock
(*)   Estimated pursuant to Rules 457(h)(1) and (c) solely for the purpose of
      calculating the registration fee. The registration fee was based upon the
      average of the high and low prices ($24.485) on May 25, 2001 for the
      Registrant's Common Stock as reported by the NASDAQ National Market
      System.
2

           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (1)      The Annual Report on Form 10-K of the Registrant for the
fiscal year ended December 31, 2000 (Commission File No. 000-03613).

         (2)      The Quarterly Report on Form 10-Q of the Registrant for the
quarter ended March 31, 2001 (Commission File No. 000-03613).

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

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

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

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

                                      II-1
3

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 attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by the person in
connection with any such action, suit or proceeding, if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful. The General Corporation Law of Delaware also provides that the
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the person's conduct was
unlawful. The Registrant also maintains insurance coverage relating to certain
liabilities of directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

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

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

  *4(b)    -      Amended and Restated Stockholders' Rights 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).

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

  *4(g)    -      Composite Restated Certificate of Incorporation of SouthTrust
                  Corporation, which was filed as Exhibit 3 to the Registration
                  Statement on Form S-3 of SouthTrust Corporation (Registration
                  No. 333-32922).

  *4(h)    -      SouthTrust Corporation Long-Term Incentive Plan (Amended and
                  Restated), which was filed as Exhibit 2 to the SouthTrust
                  Corporation Proxy Statement for the Annual Meeting of
                  Stockholders held on April 19, 2000 (Commission File No.
                  000-03613).

                                      II-2
4

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

  23(a)    -      Consent of Arthur Andersen LLP.

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

  24(a)    -      Powers of Attorney.

*   Incorporated by reference.

 ITEM 9.  UNDERTAKINGS.

(a)      The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(h)      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      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
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 May 31, 2001.

                                    SOUTHTRUST CORPORATION

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

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                                             Title                             Date
               ---------                                             -----                             ----
/s/ WALLACE D. MALONE, JR.                            Chairman of the Board,                       May 31, 2001
--------------------------------------------          President, and Chief Executive
Wallace D. Malone, Jr.                                Officer

/s/ ALTON E.YOTHER                                    Secretary, Treasurer and                     May 31, 2001
--------------------------------------------          Controller (Principal
Alton E. Yother                                       Accounting and Financial
                                                      Officer)

/s/ JULIAN W. BANTON                                  Director                                     May 31, 2001
--------------------------------------------
Julian W. Banton

                  *                                   Director                                     May 31, 2001
--------------------------------------------
Carl F. Bailey

                  *                                   Director                                     May 31, 2001
--------------------------------------------
John M. Bradford

                  *                                   Director                                     May 31, 2001
--------------------------------------------
William A. Coley

                  *                                   Director                                     May 31, 2001
--------------------------------------------
H. Allen Franklin

                  *                                   Director                                     May 31, 2001
--------------------------------------------
William C. Hulsey

                  *                                   Director                                     May 31, 2001
--------------------------------------------
Donald M. James
II-4
6
*                                   Director                                     May 31, 2001
--------------------------------------------
Allen J. Keesler, Jr.

                  *                                   Director                                     May 31, 2001
--------------------------------------------
Rex J. Lysinger

                  *                                   Director                                     May 31, 2001
--------------------------------------------
Judy M. Merritt

                  *                                   Director                                     May 31, 2001
--------------------------------------------
Van L. Richey

                  *                                   Director                                     May 31, 2001
--------------------------------------------
Garry Neil Drummond

*By /s/ ALTON E. YOTHER                                                                            May 31, 2001
   -----------------------------------------
         Alton E. Yother
          Attorney in Fact
II-5
7

                                                               Index of Exhibits

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

         *4(b)    -        Amended and Restated Stockholders' Rights
                           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).

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

         *4(g)    -        Composite Restated Certificate of Incorporation of
                           SouthTrust Corporation, which was filed as Exhibit 3
                           to the Registration Statement on Form S-3 of
                           SouthTrust Corporation (Registration No. 333-32922).

         *4(h)    -        SouthTrust Corporation Long-Term Incentive Plan
                           (Amended and Restated), which was filed as Exhibit 2
                           to the SouthTrust Corporation Proxy Statement for the
                           Annual Meeting of the Stockholders held on April 19,
                           2000 (Commission File No. 000-03613).

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

         23(a)    -        Consent of Arthur Andersen LLP.

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

         24(a)    -        Powers of Attorney.

*   Incorporated by reference.

                                      II-6