<PAGE>
 
                         The Registrant requests that
the Registration Statement become effective immediately upon filing pursuant to
                           Securities Act Rule 462.

     As filed with the Securities and Exchange Commission on May 14, 1997

                                                       Registration No. ________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                 -------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                --------------

                            AMSOUTH BANCORPORATION
            (Exact name of registrant as specified in its charter)

<TABLE> 
<S>                                     <C>                                      <C> 
           Delaware                                 6711                              63-0591257
(State or other jurisdiction of        (Primary standard industrial               (I.R.S. employer
incorporation or organization)          classification code number)             identification number)
</TABLE> 


                              AmSouth-Sonat Tower
                            1900 Fifth Avenue North
                           Birmingham, Alabama 35203
                                (205) 320-7151

              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                            AmSouth Bancorporation
                         Employee Stock Purchase Plan
                           (Full title of the Plan)
                                 -------------

                               STEPHEN A. YODER
                         Executive Vice President and
                                General Counsel

                            AmSouth Bancorporation
                      1901 Sixth Avenue North, Suite 920
                             AmSouth/Harbert Plaza
                           Birmingham, Alabama 35203
                                (205) 326-5319

              (Name, address, including zip code, and telephone 
              number, including area code, of agent for service)

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

<TABLE> 
<CAPTION> 

                                           CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Title of Each Class              Amount to be       Proposed Maximum         Proposed Maximum         Amount of
 of Securities to be              Registered    Offering Price Per Unit(1)   Aggregate Offering     Registration Fee
     Registered                                                                   Price(1)
---------------------------------------------------------------------------------------------------------------------
<S>                             <C>                <C>                       <C>                     <C> 
Common Stock, $1.00 par value
 (and associated Preferred
 Stock Purchase Rights)            200,000          $36.25 per share             $7,250,000              $2,197
=====================================================================================================================
</TABLE> 

(1) Estimated only for the purpose of calculating the registration fee. Such
estimates have been calculated in accordance with Rule 457(h) under the
Securities Act of 1933 and are based upon the average of the high and low prices
per share of the Registrant's Common Stock on the New York Stock Exchange on 
May 7, 1997, as reported by The Wall Street Journal.
<PAGE>
 
        Pursuant to General Instruction E of Form S-8, the contents of AmSouth
Bancorporation's Registration Statement on Form S-8 (No. 33-2927) are hereby
incorporated herein by reference. In addition, the following information is
included herein:

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The following documents filed by AmSouth Bancorporation (the
"Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") are incorporated into this Registration Statement by
reference:

           1. The Registrant's Annual Report on Form 10-K, for the year ended
December 31, 1996.

           2. All other reports of the Registrant filed pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1996.

           3. The description of the Common Stock set forth in the Registration
Statement on Form 10 filed pursuant to Section 12 of the Exchange Act and any
amendment to that description so filed with the Commission.

           4. The description of the rights to purchase Series A Preferred Stock
issued pursuant to the Stockholder Protection Rights Agreement dated as of June
15, 1989 set forth in the Registration Statement on Form 8-A filed pursuant to
Section 12 of the Exchange Act and any amendment to that description so filed
with the Commission.

           All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby 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 such documents. Any statement contained in
a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated by
reference herein) modifies or supersedes such statement. Any statement so
modified and superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.

Item 4.    Description of Securities.

           Not Applicable.
<PAGE>
 
Item 5.    Interests of Named Experts and Counsel.

           An opinion as to the legality of the securities being registered is
being provided by Carl L. Gorday, Counsel of the Registrant. Mr. Gorday has
interests in the Registrant's Common Stock in an amount that is less than one-
tenth of one percent of the outstanding shares of the Registrant's Common Stock.

Item 6.    Indemnification of Directors and Officers.

           Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.

           The Registrant's Restated Certificate of Incorporation, as
amended, and its Directors' and Officers' Liability Insurance Policy
provide for indemnification and exculpation of the directors and officers of the
Registrant under certain circumstances.

           Insofar as indemnification of liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.

Item 7.    Exemption from Registration Claimed.

           Not Applicable.

Item 8.    Exhibits.

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

           3.1 Restated Certificate of Incorporation of AmSouth Bancorporation
               (incorporated by reference to the Registrant's Quarterly Report
               on Form 10-Q for the quarter ended March 31, 1993, Exhibit 3-b).

           3.2 Bylaws of AmSouth Bancorporation (incorporated by reference to
               the Registrant's Annual Report on Form 10-K for the year ended
               December 31, 1996, Exhibit 3-b).

           4.1 Stockholder Protection Rights Agreement dated as of June 15, 1989
               ("Rights Agreement") between AmSouth Bancorporation and AmSouth
               Bank of Alabama (formerly AmSouth Bank, National Association) as
               Rights Agent, including as Exhibit A the forms of Rights
               Certificate and of Election to Exercise and as Exhibit B the form
               of Certificate of Designation and Terms of Series A Preferred
               Stock (incorporated by reference to the Registrant's Quarterly
               Report on Form 10-Q for the quarter ended June 30, 1989, Exhibit
               4-a, filed with the Commission in Washington, D.C., SEC File No.
               1-7476, former File No. 0-6907)
<PAGE>
 
           4.2  Certificate of Designation and Terms of Series A Preferred Stock
                of AmSouth Bancorporation (incorporated by reference to the
                Registrant's Quarterly Report on Form 10-Q for the quarter ended
                June 30, 1989, Exhibit 4-c, filed with the Commission in
                Washington, D.C., SEC File No. 1-7476, former File No. 0-6907)

           5    Opinion of Carl L. Gorday,  Counsel of Registrant

           15   Letter re Unaudited Interim Financial Information

           23.1 Consent of Ernst & Young LLP

           23.2 Consent of Carl L. Gorday (included in Exhibit 5)

           24   Powers of Attorney (contained on signature page of Registration
                Statement)

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:

                     (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 the
                             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 the Registration
                             Statement; and

                     (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 paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and Exchange
Commission 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.
<PAGE>
 
                (2)  That, for the purpose of determining any liability under
                     the Securities Act of 1933, each such post-effective
                     amendment shall be deemed to be a new Registration
                     Statement relating to the securities offered therein, and
                     the offering of such securities at that time shall be
                     deemed to be the initial bona fide offering thereof.

                (3)  To remove from registration by means of a post-effective
                     amendment any of the securities being registered which
                     remain unsold at the termination of the offering.

            (b) The undersigned Registrant hereby undertakes that, for purposes
                of determining any liability under the Securities Act of 1933,
                each filing of the Registrant's annual report pursuant to
                Section 13(a) or Section 15(d) of the Securities Exchange Act of
                1934 (and, where applicable, each filing of an employee benefit
                plan's annual report pursuant to Section 15(d) of the Securities
                Exchange Act of 1934) that is incorporated by reference in the
                Registration Statement shall be deemed to be a new Registration
                Statement relating to the securities offered therein, and the
                offering of such securities at that time shall be deemed to be
                the initial bona fide offering thereof.

            (c) Insofar as indemnification for liabilities arising under the
                Securities Act of 1933 may be permitted to directors, officers
                and controlling persons of the Registrant pursuant to the
                foregoing provisions, or otherwise, the Registrant has been
                advised that in the opinion of the Securities and Exchange
                Commission such indemnification is against public policy as
                expressed in the Act and is, therefore, unenforceable. The
                Registrant hereby undertakes that 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.

<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, as of the 12th day
of May, 1997.


                                           AMSOUTH BANCORPORATION


                                           By:        /s/ C. Dowd Ritter
                                              ----------------------------------
                                                       (C. Dowd Ritter)
                                              (Chairman of the Board, President,
                                                 and Chief Executive Officer)

           KNOW ALL MEN BY THESE PRESENTS, that each of the directors of AmSouth
Bancorporation, a Delaware corporation, (the "Company") whose
signature appears below does hereby constitute and appoint Stephen A. Yoder,
Carl L. Gorday or William H. Caughran, Jr., and any of them, his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, to execute
and sign the Registration Statement on Form S-8 to be filed by the Company with
respect to its securities with the Securities and Exchange Commission, pursuant
to the provisions of the Securities Act of 1933 in connection with the
registration of securities to be offered pursuant to the Employee Stock Purchase
Plan, and, further, to execute and sign any and all pre-effective and
post-effective amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such documents to be
filed with the Securities and Exchange Commission and any state securities
commissions, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
the acts of said attorney-in-fact and agent which he may lawfully do in the
premises or cause to be done by virtue hereof.

           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/ C. Dowd Ritter                Chairman of the Board, President,
-------------------------------       and Chief Executive Officer                     May 12, 1997 
       (C. Dowd Ritter)               (Principal Executive Officer)                                  
                               
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                                   <C>                                           <C> 
  /s/ Kristen M. Hudak                Senior Executive Vice President               May 12, 1997
-------------------------------       and Chief Financial Officer  
      (Kristen M. Hudak)              (Principal Financial Officer) 
                               

 /s/ Robert R. Windelspecht           Executive Vice President and                  May 12, 1997
-------------------------------       Controller (Principal Accounting 
    (Robert R. Windelspecht)          Officer)                          
                                

             *                        A Director                                                    
-------------------------------                                                     May 12, 1997  
      (J. Harold Chandler)     


             *                        A Director                                                    
-------------------------------                                                     May 12, 1997  
      (Rodney C. Gilbert)


             *                        A Director                                                    
-------------------------------                                                     May 12, 1997  
       (Elmer B. Harris)


             *                        A Director                                    May 12, 1997
-------------------------------                                                      
        (Donald E. Hess)


             *                        A Director                                                    
-------------------------------                                                     May 12, 1997  
    (Ronald L. Kuehn, Jr.)


                                      A Director                                 
-------------------------------                                                     
       (James R. Malone)


             *                        A Director                                    May 12, 1997
-------------------------------                                                     
      (Claude B. Nielsen)


             *                        A Director                                                    
-------------------------------                                                     May 12, 1997  
(Benjamin F. Payton, Ph.D.)
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                                   <C>                                           <C> 
             *                        A Director                                                    
-------------------------------                                                     May 12, 1997  
      (Herbert A. Sklenar)



       /s/ Carl L. Gorday*
-------------------------------
           Carl L. Gorday
           Attorney-in-Fact


</TABLE> 
<PAGE>
 
                                 EXHIBIT INDEX


EXHIBIT NO.           EXHIBIT

    5        Opinion of Carl L. Gorday

    15       Letter re Unaudited Interim Financial
             Information

    23.1     Consent of Ernst & Young LLP

    24       Powers of Attorney (contained on signature page of the Registration
             Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20971}]
{"company-data": {"conformed-name": "AMSOUTH BANCORPORATION", "cik": "0000003133", "assigned-sic": "6022", "irs-number": "630591257", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27107", "film-number": "97605157"}, "business-address": {"street1": "1400 AMSOUTH SONAT TOWER", "city": "BIRMINGHAM", "state": "AL", "zip": "35203", "phone": "2053207151"}, "mail-address": {"street1": "1400 AMSOUTH SONAT TOWER", "city": "BRIMINGHAM", "state": "AL", "zip": "35288"}, "former-company": [{"former-conformed-name": "ALABAMA BANCORPORATION", "date-changed": "19810527"}, {"former-conformed-name": "FIRST BIRMINGHAM CORP", "date-changed": "19741107"}]}
The Registrant requests that
the Registration Statement become effective immediately upon filing pursuant to
                           Securities Act Rule 462.

     As filed with the Securities and Exchange Commission on May 14, 1997

                                                       Registration No. ________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                 -------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                --------------

                            AMSOUTH BANCORPORATION
            (Exact name of registrant as specified in its charter)
Delaware                                 6711                              63-0591257
(State or other jurisdiction of        (Primary standard industrial               (I.R.S. employer
incorporation or organization)          classification code number)             identification number)
AmSouth-Sonat Tower
                            1900 Fifth Avenue North
                           Birmingham, Alabama 35203
                                (205) 320-7151

              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                            AmSouth Bancorporation
                         Employee Stock Purchase Plan
                           (Full title of the Plan)
                                 -------------

                               STEPHEN A. YODER
                         Executive Vice President and
                                General Counsel

                            AmSouth Bancorporation
                      1901 Sixth Avenue North, Suite 920
                             AmSouth/Harbert Plaza
                           Birmingham, Alabama 35203
                                (205) 326-5319

              (Name, address, including zip code, and telephone 
              number, including area code, of agent for service)

                      ----------------------------------
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Title of Each Class              Amount to be       Proposed Maximum         Proposed Maximum         Amount of
 of Securities to be              Registered    Offering Price Per Unit(1)   Aggregate Offering     Registration Fee
     Registered                                                                   Price(1)
---------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value
 (and associated Preferred
 Stock Purchase Rights)            200,000          $36.25 per share             $7,250,000              $2,197
=====================================================================================================================
(1) Estimated only for the purpose of calculating the registration fee. Such
estimates have been calculated in accordance with Rule 457(h) under the
Securities Act of 1933 and are based upon the average of the high and low prices
per share of the Registrant's Common Stock on the New York Stock Exchange on 
May 7, 1997, as reported by The Wall Street Journal.
Pursuant to General Instruction E of Form S-8, the contents of AmSouth
Bancorporation's Registration Statement on Form S-8 (No. 33-2927) are hereby
incorporated herein by reference. In addition, the following information is
included herein:

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The following documents filed by AmSouth Bancorporation (the
"Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") are incorporated into this Registration Statement by
reference:

           1. The Registrant's Annual Report on Form 10-K, for the year ended
December 31, 1996.

           2. All other reports of the Registrant filed pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1996.

           3. The description of the Common Stock set forth in the Registration
Statement on Form 10 filed pursuant to Section 12 of the Exchange Act and any
amendment to that description so filed with the Commission.

           4. The description of the rights to purchase Series A Preferred Stock
issued pursuant to the Stockholder Protection Rights Agreement dated as of June
15, 1989 set forth in the Registration Statement on Form 8-A filed pursuant to
Section 12 of the Exchange Act and any amendment to that description so filed
with the Commission.

           All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby 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 such documents. Any statement contained in
a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated by
reference herein) modifies or supersedes such statement. Any statement so
modified and superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.

Item 4.    Description of Securities.

           Not Applicable.
Item 5.    Interests of Named Experts and Counsel.

           An opinion as to the legality of the securities being registered is
being provided by Carl L. Gorday, Counsel of the Registrant. Mr. Gorday has
interests in the Registrant's Common Stock in an amount that is less than one-
tenth of one percent of the outstanding shares of the Registrant's Common Stock.

Item 6.    Indemnification of Directors and Officers.

           Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.

           The Registrant's Restated Certificate of Incorporation, as
amended, and its Directors' and Officers' Liability Insurance Policy
provide for indemnification and exculpation of the directors and officers of the
Registrant under certain circumstances.

           Insofar as indemnification of liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.

Item 7.    Exemption from Registration Claimed.

           Not Applicable.

Item 8.    Exhibits.

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

           3.1 Restated Certificate of Incorporation of AmSouth Bancorporation
               (incorporated by reference to the Registrant's Quarterly Report
               on Form 10-Q for the quarter ended March 31, 1993, Exhibit 3-b).

           3.2 Bylaws of AmSouth Bancorporation (incorporated by reference to
               the Registrant's Annual Report on Form 10-K for the year ended
               December 31, 1996, Exhibit 3-b).

           4.1 Stockholder Protection Rights Agreement dated as of June 15, 1989
               ("Rights Agreement") between AmSouth Bancorporation and AmSouth
               Bank of Alabama (formerly AmSouth Bank, National Association) as
               Rights Agent, including as Exhibit A the forms of Rights
               Certificate and of Election to Exercise and as Exhibit B the form
               of Certificate of Designation and Terms of Series A Preferred
               Stock (incorporated by reference to the Registrant's Quarterly
               Report on Form 10-Q for the quarter ended June 30, 1989, Exhibit
               4-a, filed with the Commission in Washington, D.C., SEC File No.
               1-7476, former File No. 0-6907)
4.2  Certificate of Designation and Terms of Series A Preferred Stock
                of AmSouth Bancorporation (incorporated by reference to the
                Registrant's Quarterly Report on Form 10-Q for the quarter ended
                June 30, 1989, Exhibit 4-c, filed with the Commission in
                Washington, D.C., SEC File No. 1-7476, former File No. 0-6907)

           5    Opinion of Carl L. Gorday,  Counsel of Registrant

           15   Letter re Unaudited Interim Financial Information

           23.1 Consent of Ernst & Young LLP

           23.2 Consent of Carl L. Gorday (included in Exhibit 5)

           24   Powers of Attorney (contained on signature page of Registration
                Statement)

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:

                     (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 the
                             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 the Registration
                             Statement; and

                     (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 paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and Exchange
Commission 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 therein, and
                     the offering of such securities at that time shall be
                     deemed to be the initial bona fide offering thereof.

                (3)  To remove from registration by means of a post-effective
                     amendment any of the securities being registered which
                     remain unsold at the termination of the offering.

            (b) The undersigned Registrant hereby undertakes that, for purposes
                of determining any liability under the Securities Act of 1933,
                each filing of the Registrant's annual report pursuant to
                Section 13(a) or Section 15(d) of the Securities Exchange Act of
                1934 (and, where applicable, each filing of an employee benefit
                plan's annual report pursuant to Section 15(d) of the Securities
                Exchange Act of 1934) that is incorporated by reference in the
                Registration Statement shall be deemed to be a new Registration
                Statement relating to the securities offered therein, and the
                offering of such securities at that time shall be deemed to be
                the initial bona fide offering thereof.

            (c) Insofar as indemnification for liabilities arising under the
                Securities Act of 1933 may be permitted to directors, officers
                and controlling persons of the Registrant pursuant to the
                foregoing provisions, or otherwise, the Registrant has been
                advised that in the opinion of the Securities and Exchange
                Commission such indemnification is against public policy as
                expressed in the Act and is, therefore, unenforceable. The
                Registrant hereby undertakes that 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.
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, as of the 12th day
of May, 1997.

                                           AMSOUTH BANCORPORATION

                                           By:        /s/ C. Dowd Ritter
                                              ----------------------------------
                                                       (C. Dowd Ritter)
                                              (Chairman of the Board, President,
                                                 and Chief Executive Officer)

           KNOW ALL MEN BY THESE PRESENTS, that each of the directors of AmSouth
Bancorporation, a Delaware corporation, (the "Company") whose
signature appears below does hereby constitute and appoint Stephen A. Yoder,
Carl L. Gorday or William H. Caughran, Jr., and any of them, his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, to execute
and sign the Registration Statement on Form S-8 to be filed by the Company with
respect to its securities with the Securities and Exchange Commission, pursuant
to the provisions of the Securities Act of 1933 in connection with the
registration of securities to be offered pursuant to the Employee Stock Purchase
Plan, and, further, to execute and sign any and all pre-effective and
post-effective amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such documents to be
filed with the Securities and Exchange Commission and any state securities
commissions, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
the acts of said attorney-in-fact and agent which he may lawfully do in the
premises or cause to be done by virtue hereof.

           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/ C. Dowd Ritter                Chairman of the Board, President,
-------------------------------       and Chief Executive Officer                     May 12, 1997 
       (C. Dowd Ritter)               (Principal Executive Officer)
/s/ Kristen M. Hudak                Senior Executive Vice President               May 12, 1997
-------------------------------       and Chief Financial Officer  
      (Kristen M. Hudak)              (Principal Financial Officer) 
                               

 /s/ Robert R. Windelspecht           Executive Vice President and                  May 12, 1997
-------------------------------       Controller (Principal Accounting 
    (Robert R. Windelspecht)          Officer)                          
                                

             *                        A Director                                                    
-------------------------------                                                     May 12, 1997  
      (J. Harold Chandler)     

             *                        A Director                                                    
-------------------------------                                                     May 12, 1997  
      (Rodney C. Gilbert)

             *                        A Director                                                    
-------------------------------                                                     May 12, 1997  
       (Elmer B. Harris)

             *                        A Director                                    May 12, 1997
-------------------------------                                                      
        (Donald E. Hess)

             *                        A Director                                                    
-------------------------------                                                     May 12, 1997  
    (Ronald L. Kuehn, Jr.)

                                      A Director                                 
-------------------------------                                                     
       (James R. Malone)

             *                        A Director                                    May 12, 1997
-------------------------------                                                     
      (Claude B. Nielsen)

             *                        A Director                                                    
-------------------------------                                                     May 12, 1997  
(Benjamin F. Payton, Ph.D.)
*                        A Director                                                    
-------------------------------                                                     May 12, 1997  
      (Herbert A. Sklenar)

       /s/ Carl L. Gorday*
-------------------------------
           Carl L. Gorday
           Attorney-in-Fact
EXHIBIT INDEX

EXHIBIT NO.           EXHIBIT

    5        Opinion of Carl L. Gorday

    15       Letter re Unaudited Interim Financial
             Information

    23.1     Consent of Ernst & Young LLP

    24       Powers of Attorney (contained on signature page of the Registration
             Statement)