<PAGE>   1





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

   As filed with the Securities and Exchange Commission on September 19, 1994
                                                Registration No. 33-____________
================================================================================


                       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)
                                               
                             1993 STOCK OPTION PLAN
                            (Full title of the plan)

                               AUBREY D. BARNARD
                             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:
                              C. LARIMORE WHITAKER
                          BRADLEY, ARANT, ROSE & WHITE
                             1400 PARK PLACE TOWER
                                2001 PARK PLACE
                           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, par
      value
of $2.50 per share       3,450,000 shares            $21.00               $72,450,000             $24,982.76
</TABLE>

         *Estimated pursuant to Rule 457(h)(1) and 457(c) solely for the
         purpose of calculating the registration fee based upon the average of
         the high and low prices of the common stock of SouthTrust Corporation
         reported on September 15, 1994 by NASDAQ.
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The following documents filed by 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 year
         fiscal ended December 31, 1993, 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
         fiscal quarters ended March 31, 1994 and June 30, 1993 (Commission
         File No. 0-3613); and

                 (3)  The description of the Company's Common Stock appearing
         in the Company's registration statement on Form S-3 (Registration No.
         33-40371), as amended, under the caption "DESCRIPTION OF CAPITAL STOCK
         - Common Stock," as filed on May 31, 1991 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, counsel for the
         Company.  As of December 31, 1993, members and associates of the firm
         of Bradley, Arant, Rose & White beneficially owned approximately
         2,130,000 shares of Common Stock of the Company.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 The Restated Certificate of Incorporation and the 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 by reason of the fact that he is or was a director,
         officer, employee, or agent of the corporation, against expenses
         (including attorney's fees), judgments, fines, and settlements
         incurred by him in connection with any such suit or proceeding, if he
         acted in good faith an in a manner reasonably believed to be in or not
         opposed to the best interest of the corporation, and, in the case of a
         derivative action on behalf of the corporation, against expenses if he
         not be adjudged to be liable for negligence or misconduct.  The
         Company also maintains insurance coverage relating to certain
         liabilities of directors and officers.




                                     II-1
<PAGE>   3
ITEM 8.  EXHIBITS.

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

        *4(a)  -- Certificate of Adoption of Resolutions designating Series A
                  Junior Participating Preferred Stock, adopted February 22,
                  1989, which was filed as Exhibit 1 to SouthTrust
                  Corporation's  Registration Statement on Form 8-A (File No.
                  1-3613).
        *4(b)  -- Stockholder's Rights Agreement, dated as of February 22,
                  1989, between SouthTrust Corporation and Mellon Bank, N.A.,
                  Rights Agent, which was filed as Exhibit 1 to SouthTrust
                  Corporation's Registration Statement on Form 8-A (File No.
                  1-3613).
        *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 SouthTrust Corporation's Registration
                  Statement on Form S-3 (Registration No. 33-52717).
        *4(e)  -- Composite Restated Certificate of Incorporation of SouthTrust
                  Corporation, as amended through June 2, 1993, which was filed
                  as Exhibit 4(k) to SouthTrust Corporation's Registration
                  Statement on Form S-3 (Registration No. 33-50107).
        *4(f)  -- Composite Restated Bylaws of SouthTrust Corporation, as
                  amended through October 13, 1989, which was filed as Exhibit
                  4(m) to SouthTrust Corporation's Registration Statement on
                  Form S-3 (Registration No. 33-50107).
        *4(g)  -- Certificate of Amendment to the Restated Certificate of
                  Incorporation of SouthTrust Corporation, which was filed as
                  Exhibit 4(g) to SouthTrust Corporation's Registration
                  Statement on Form S-4 (Registration No. 33-53945).
        *4(h)  -- 1993 Stock Option Plan of SouthTrust Corporation, which was
                  filed as Exhibit 1 to the SouthTrust Corporation Proxy
                  Statement for the Annual Meeting of Stockholders held on
                  April 21, 1993 (Commission File No. 0-3613).
         5     -- Opinion of Bradley, Arant, Rose & White as to the legality of
                  the securities offered.
        23(a)  -- Consent of Arthur Andersen & Co.
        23(b)  -- Consent of Bradley, Arant, Rose & White (included in Exhibit
                  5).
        24     -- Powers of Attorney.

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

*Incorporated by reference.


ITEM 9.  UNDERTAKINGS.

                 The undersigned registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
         are being made of the securities registered hereby, a post- effective
         amendment to this registration statement:

                          (i)     To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933;

                          (ii)    To reflect in the prospectus any facts or
                 events arising after the effective date of this registration
                 statement (or the most recent post-effective amendment
                 thereof) which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in this
                 registration statement;




                                     II-2
<PAGE>   4
                          (iii)   To include any material information with
                 respect to the plan of distribution not previously disclosed
                 in the registration statement or any material change to such
                 information in the Registration Statement;

         provided, however, that the undertakings set forth in paragraphs
         (1)(i) and (1)(ii) above do not apply if the information required to
         be included in a post-effective amendment by those paragraphs is
         contained in periodic reports filed by the registrant pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934
         that are incorporated by reference in the registration statement.

                 (2)      That for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered herein, 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
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

                 The undersigned registrant hereby undertakes that, for
         purposes for 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 herein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

                 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 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 September 19,
1994.


                                        SOUTHTRUST CORPORATION

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



                 Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.


<TABLE>
<CAPTION>
                 SIGNATURE                               TITLE                              DATE
                 ---------                               -----                              ----
        <S>                                      <C>                                   <C>
        /s/ Wallace D. Malone, Jr.               Chairman, Chief Executive             September 19, 1994
- -------------------------------------------      Officer, Director                                       
          Wallace D. Malone, Jr.                                  
                                                 
          /s/ Roy W. Gilbert, Jr.                President, Chief Operating            September 19, 1994
- -------------------------------------------      Officer, Director                                       
            Roy W. Gilbert, Jr.                                   
                                                 
           /s/ Aubrey D. Barnard                 Secretary, Treasurer and              September 19, 1994
- -------------------------------------------      Controller (Principal Accounting                        
             Aubrey D. Barnard                   and Financial Officer)           
                                                                                  
                                                 
                     *                           Director                              September 19, 1994
- -------------------------------------------                                                              
             H. Allen Franklin

                     *                           Director                              September 19, 1994
- -------------------------------------------                                                              
           Allen J. Keesler, Jr.

                     *                           Director                              September 19, 1994
- -------------------------------------------                                                              
             Charles G. Taylor

                                                 Director                              September 19, 1994
- -------------------------------------------                                                              
             Herbert Stockham

                     *                           Director                              September 19, 1994
- -------------------------------------------                                                              
              Bill L. Harbert

                     *                           Director                              September 19, 1994
- -------------------------------------------                                                              
              T. W. Mitchell

                     *                           Director                              September 19, 1994
- -------------------------------------------                                                              
             William C. Hulsey
</TABLE>





<PAGE>   6
<TABLE>
        <S>                                      <C>                                   <C>
                     *                           Director                              September 19, 1994
- -------------------------------------------                                                              
             John M. Bradford

                     *                           Director                              September 19, 1994
- -------------------------------------------                                                              
        Wm. Kendrick Upchurch, Jr.
</TABLE>



*By        /s/ William L. Prater           
   ----------------------------------------
            William  L. Prater
             Attorney-in-fact




                                     II-4
<PAGE>   7
                               INDEX TO EXHIBITS


EXHIBIT
 NUMBER                           DESCRIPTION

 *4(a)    --     Certificate of Adoption of Resolutions designating Series A
                 Junior Participating Preferred Stock, adopted February 22,
                 1989, which was filed as Exhibit 1 to SouthTrust Corporation's
                 Registration Statement on Form 8-A (File No. 1-3613).
 *4(b)    --     Stockholder's Rights Agreement, dated as of February 22, 1989,
                 between SouthTrust Corporation and Mellon Bank, N.A., Rights
                 Agent, which was filed as Exhibit 1 to SouthTrust
                 Corporation's Registration Statement on Form 8-A (File No.
                 1-3613).
 *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 SouthTrust Corporation's Registration
                 Statement on Form S-3 (Registration No. 33-52717).
 *4(e)    --     Composite Restated Certificate of Incorporation of SouthTrust
                 Corporation, as amended through June 2, 1993, which was filed
                 as Exhibit 4(k) to SouthTrust Corporation's Registration
                 Statement on Form S-3 (Registration No. 33-50107).
 *4(f)    --     Composite Restated Bylaws of SouthTrust Corporation, as
                 amended through October 13, 1989, which was filed as Exhibit
                 4(m) to SouthTrust Corporation's Registration Statement on
                 Form S-3 (Registration No. 33-50107).
 *4(g)    --     Certificate of Amendment to the Restated Certificate of
                 Incorporation of SouthTrust Corporation, which was filed as
                 Exhibit 4(g) to SouthTrust Corporation's Registration
                 Statement on Form S-4 (Registration No. 33-53945).
 *4(h)    --     1993 Stock Option Plan of SouthTrust Corporation, which was
                 filed as Exhibit 1 to the SouthTrust Corporation Proxy
                 Statement for the Annual Meeting of Stockholders held on April
                 21, 1993 (Commission File No. 0-3613).
  5       --     Opinion of Bradley, Arant, Rose & White as to the legality of
                 the securities offered.
 23(a)    --     Consent of Arthur Andersen & Co.
 23(b)    --     Consent of Bradley, Arant, Rose & White (included in Exhibit
                 5).
 24       --     Powers of Attorney.

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

*Incorporated by reference.
[{"type": "S-8", "sequence": "1", "description": "SOUTHTRUST FORM S-8", "secsgml_size_bytes": 21403}]
{"company-data": {"conformed-name": "SOUTHTRUST CORP", "cik": "0000092081", "assigned-sic": "6022", "irs-number": "630574085", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55543", "film-number": "94549577"}, "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 September 19, 1994
                                                Registration No. 33-____________
================================================================================

                       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)
                                               
                             1993 STOCK OPTION PLAN
                            (Full title of the plan)

                               AUBREY D. BARNARD
                             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:
                              C. LARIMORE WHITAKER
                          BRADLEY, ARANT, ROSE & WHITE
                             1400 PARK PLACE TOWER
                                2001 PARK PLACE
                           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, par
      value
of $2.50 per share       3,450,000 shares            $21.00               $72,450,000             $24,982.76
*Estimated pursuant to Rule 457(h)(1) and 457(c) solely for the
         purpose of calculating the registration fee based upon the average of
         the high and low prices of the common stock of SouthTrust Corporation
         reported on September 15, 1994 by NASDAQ.
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The following documents filed by 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 year
         fiscal ended December 31, 1993, 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
         fiscal quarters ended March 31, 1994 and June 30, 1993 (Commission
         File No. 0-3613); and

                 (3)  The description of the Company's Common Stock appearing
         in the Company's registration statement on Form S-3 (Registration No.
         33-40371), as amended, under the caption "DESCRIPTION OF CAPITAL STOCK
         - Common Stock," as filed on May 31, 1991 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, counsel for the
         Company.  As of December 31, 1993, members and associates of the firm
         of Bradley, Arant, Rose & White beneficially owned approximately
         2,130,000 shares of Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 The Restated Certificate of Incorporation and the 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 by reason of the fact that he is or was a director,
         officer, employee, or agent of the corporation, against expenses
         (including attorney's fees), judgments, fines, and settlements
         incurred by him in connection with any such suit or proceeding, if he
         acted in good faith an in a manner reasonably believed to be in or not
         opposed to the best interest of the corporation, and, in the case of a
         derivative action on behalf of the corporation, against expenses if he
         not be adjudged to be liable for negligence or misconduct.  The
         Company also maintains insurance coverage relating to certain
         liabilities of directors and officers.

                                     II-1
3
ITEM 8.  EXHIBITS.

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

        *4(a)  -- Certificate of Adoption of Resolutions designating Series A
                  Junior Participating Preferred Stock, adopted February 22,
                  1989, which was filed as Exhibit 1 to SouthTrust
                  Corporation's  Registration Statement on Form 8-A (File No.
                  1-3613).
        *4(b)  -- Stockholder's Rights Agreement, dated as of February 22,
                  1989, between SouthTrust Corporation and Mellon Bank, N.A.,
                  Rights Agent, which was filed as Exhibit 1 to SouthTrust
                  Corporation's Registration Statement on Form 8-A (File No.
                  1-3613).
        *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 SouthTrust Corporation's Registration
                  Statement on Form S-3 (Registration No. 33-52717).
        *4(e)  -- Composite Restated Certificate of Incorporation of SouthTrust
                  Corporation, as amended through June 2, 1993, which was filed
                  as Exhibit 4(k) to SouthTrust Corporation's Registration
                  Statement on Form S-3 (Registration No. 33-50107).
        *4(f)  -- Composite Restated Bylaws of SouthTrust Corporation, as
                  amended through October 13, 1989, which was filed as Exhibit
                  4(m) to SouthTrust Corporation's Registration Statement on
                  Form S-3 (Registration No. 33-50107).
        *4(g)  -- Certificate of Amendment to the Restated Certificate of
                  Incorporation of SouthTrust Corporation, which was filed as
                  Exhibit 4(g) to SouthTrust Corporation's Registration
                  Statement on Form S-4 (Registration No. 33-53945).
        *4(h)  -- 1993 Stock Option Plan of SouthTrust Corporation, which was
                  filed as Exhibit 1 to the SouthTrust Corporation Proxy
                  Statement for the Annual Meeting of Stockholders held on
                  April 21, 1993 (Commission File No. 0-3613).
         5     -- Opinion of Bradley, Arant, Rose & White as to the legality of
                  the securities offered.
        23(a)  -- Consent of Arthur Andersen & Co.
        23(b)  -- Consent of Bradley, Arant, Rose & White (included in Exhibit
                  5).
        24     -- Powers of Attorney.

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

*Incorporated by reference.

ITEM 9.  UNDERTAKINGS.

                 The undersigned registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
         are being made of the securities registered hereby, a post- effective
         amendment to this registration statement:

                          (i)     To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933;

                          (ii)    To reflect in the prospectus any facts or
                 events arising after the effective date of this registration
                 statement (or the most recent post-effective amendment
                 thereof) which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in this
                 registration statement;

                                     II-2
4
                          (iii)   To include any material information with
                 respect to the plan of distribution not previously disclosed
                 in the registration statement or any material change to such
                 information in the Registration Statement;

         provided, however, that the undertakings set forth in paragraphs
         (1)(i) and (1)(ii) above do not apply if the information required to
         be included in a post-effective amendment by those paragraphs is
         contained in periodic reports filed by the registrant pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934
         that are incorporated by reference in the registration statement.

                 (2)      That for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered herein, 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
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

                 The undersigned registrant hereby undertakes that, for
         purposes for 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 herein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

                 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 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 September 19,
1994.

                                        SOUTHTRUST CORPORATION

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

                 Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                               TITLE                              DATE
                 ---------                               -----                              ----
/s/ Wallace D. Malone, Jr.               Chairman, Chief Executive             September 19, 1994
- -------------------------------------------      Officer, Director                                       
          Wallace D. Malone, Jr.                                  
                                                 
          /s/ Roy W. Gilbert, Jr.                President, Chief Operating            September 19, 1994
- -------------------------------------------      Officer, Director                                       
            Roy W. Gilbert, Jr.                                   
                                                 
           /s/ Aubrey D. Barnard                 Secretary, Treasurer and              September 19, 1994
- -------------------------------------------      Controller (Principal Accounting                        
             Aubrey D. Barnard                   and Financial Officer)           
                                                                                  
                                                 
                     *                           Director                              September 19, 1994
- -------------------------------------------                                                              
             H. Allen Franklin

                     *                           Director                              September 19, 1994
- -------------------------------------------                                                              
           Allen J. Keesler, Jr.

                     *                           Director                              September 19, 1994
- -------------------------------------------                                                              
             Charles G. Taylor

                                                 Director                              September 19, 1994
- -------------------------------------------                                                              
             Herbert Stockham

                     *                           Director                              September 19, 1994
- -------------------------------------------                                                              
              Bill L. Harbert

                     *                           Director                              September 19, 1994
- -------------------------------------------                                                              
              T. W. Mitchell

                     *                           Director                              September 19, 1994
- -------------------------------------------                                                              
             William C. Hulsey
6
*                           Director                              September 19, 1994
- -------------------------------------------                                                              
             John M. Bradford

                     *                           Director                              September 19, 1994
- -------------------------------------------                                                              
        Wm. Kendrick Upchurch, Jr.
*By        /s/ William L. Prater           
   ----------------------------------------
            William  L. Prater
             Attorney-in-fact

                                     II-4
7
                               INDEX TO EXHIBITS

EXHIBIT
 NUMBER                           DESCRIPTION

 *4(a)    --     Certificate of Adoption of Resolutions designating Series A
                 Junior Participating Preferred Stock, adopted February 22,
                 1989, which was filed as Exhibit 1 to SouthTrust Corporation's
                 Registration Statement on Form 8-A (File No. 1-3613).
 *4(b)    --     Stockholder's Rights Agreement, dated as of February 22, 1989,
                 between SouthTrust Corporation and Mellon Bank, N.A., Rights
                 Agent, which was filed as Exhibit 1 to SouthTrust
                 Corporation's Registration Statement on Form 8-A (File No.
                 1-3613).
 *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 SouthTrust Corporation's Registration
                 Statement on Form S-3 (Registration No. 33-52717).
 *4(e)    --     Composite Restated Certificate of Incorporation of SouthTrust
                 Corporation, as amended through June 2, 1993, which was filed
                 as Exhibit 4(k) to SouthTrust Corporation's Registration
                 Statement on Form S-3 (Registration No. 33-50107).
 *4(f)    --     Composite Restated Bylaws of SouthTrust Corporation, as
                 amended through October 13, 1989, which was filed as Exhibit
                 4(m) to SouthTrust Corporation's Registration Statement on
                 Form S-3 (Registration No. 33-50107).
 *4(g)    --     Certificate of Amendment to the Restated Certificate of
                 Incorporation of SouthTrust Corporation, which was filed as
                 Exhibit 4(g) to SouthTrust Corporation's Registration
                 Statement on Form S-4 (Registration No. 33-53945).
 *4(h)    --     1993 Stock Option Plan of SouthTrust Corporation, which was
                 filed as Exhibit 1 to the SouthTrust Corporation Proxy
                 Statement for the Annual Meeting of Stockholders held on April
                 21, 1993 (Commission File No. 0-3613).
  5       --     Opinion of Bradley, Arant, Rose & White as to the legality of
                 the securities offered.
 23(a)    --     Consent of Arthur Andersen & Co.
 23(b)    --     Consent of Bradley, Arant, Rose & White (included in Exhibit
                 5).
 24       --     Powers of Attorney.

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

*Incorporated by reference.