<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 February 11, 1994

                                             Registration No. 33-_______________

                     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)

                          1400 AmSouth-Sonat Tower
                          Birmingham, Alabama 35203
                               (205) 320-7151
  (Address, including zip code, and telephone number, including area code,
                of registrant's principal executive offices)

                                 FloridaBank
                 Stock Option Plan and Stock Option Plan - 1993
                          (full title of the Plan)

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

                           MARIA B. CAMPBELL, ESQ.
                          Executive Vice President,
                        General Counsel and Secretary

                           AMSOUTH BANCORPORATION
                          1400 AmSouth-Sonat Tower
                          Birmingham, Alabama 35203
                               (205) 326-5319
(Name, address, including zip code, and telephone number, including area code,
                            of agent for service)

                                 Copies to:

                              J. Michael Savage
                        Maynard, Cooper & Gale, P.C.
                           1901 Sixth Avenue North
                                 Suite 2400
                         Birmingham, Alabama  35203

                              -----------------
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================================
                                                           Proposed
Title of Each Class of                   Proposed Maximum  Maximum            Amount of
Securities to be         Amount to be    Offering Price    Aggregate          Registration
Registered               Registered (1)  Per Unit(1)       Offering Price(1)  Fee
<S>                      <C>             <C>              <C>                 <C>
- ------------------------------------------------------------------------------------------
Common Stock, $1.00      
par value (and           
associated Preferred     76,000 shares   $30.50           $2,318,000          $800 
Stock Purchase Rights).  
==========================================================================================
</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 as reported by the Wall Street
Journal for New York Stock Exchange Composite Transactions on February 8, 1994.
<PAGE>
 
                                    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 are incorporated into this
Registration Statement by reference:

         1.  The Registrant's Annual Report on Form 10-K, for the year ended 
December 31, 1992.

         2.  All other reports of the Registrant filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since December 31, 1992.

         3.  The description of the Registrant's shares of Common Stock, par 
value $1.00 per share (the "Common Stock"), contained in the Registration
Statement filed by the Registrant to register such securities under the
Securities Exchange Act of 1934, including all amendments and reports filed for
the purpose of updating such description prior to the termination of the
offering of the Common Stock offered hereby.

         4.  The description of the Registrant's Stock Purchase Rights (the 
"Rights") contained in its Registration Statement on Form 8-A filed with the
Commission on July 10, 1989, including all amendments and reports filed for the
purpose of updating such description prior to the termination of the offering of
the Rights offered hereby.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 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.
- ------   -------------------------------------- 

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
- ------   ----------------------------------------- 

         Directors, officers, employees and agents of the Registrant and its
subsidiaries or those serving at its request as directors, officers, employees
or agents of another corporation or enterprise are entitled to indemnification
as expressly permitted by the provisions of the General Corporation Law of the
State of Delaware, the Registrant's Restated Certificate of Incorporation, as
amended, the charters of the Registrant's subsidiaries and the Registrant's
liability insurance.  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
<PAGE>
 
has been informed 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.

Item 7.  Exemption from Registration Claimed.
- ------   ----------------------------------- 

         Not Applicable.

Item 8.  Exhibits.
- ------   -------- 

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

         4.1  Form of FloridaBank Stock Option Plan

         4.2  Form of FloridaBank Stock Option Plan - 1993

         4.3  Form of Agreement and Plan of Merger, dated as of June 30, 1993,
              between FloridaBank, a Federal Savings Bank, and Registrant,
              incorporated by reference to Exhibit #2 to Registrant's 
              Registration Statement on Form S-4 (33-50605).

         5    Opinion of Carl L. Gorday, Counsel of Registrant.

         15   Letter re unaudited interim financial information.

         23.1 Consent of Ernst & Young.

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

         24   Powers of Attorney.


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, represents a fundamental change in the information set forth in the
Registration Statement;

                     (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 (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and 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.
<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 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 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, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the under-
signed, thereunto duly authorized, in the City of Birmingham, State of
Alabama, as of the 11th day of February, 1994.

                                              AMSOUTH BANCORPORATION

                                      By /s/John W. Woods
                                         ---------------------------------------
                                                       (John W. Woods)
                                         (Chairman of the Board, Chief Executive
                                            Officer, President and A Director)

   Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
as of February 11, 1994.

<TABLE>
<CAPTION>
                Signature                                 Title                               Date
                ---------                                 -----                               ----
<S>                                          <C>                                        <C> 
                    *
- -----------------------------------------    Chairman of the Board, Chief               February 11, 1994
             (John W. Woods)                 Executive Officer, President and a
                                             Director (Principal Executive Officer)

                    *
- -----------------------------------------    Executive Vice President and               February 11, 1994
        (M. List Underwood, Jr.)             Chief Financial Officer (Principal
                                             Financial Officer)

                    *
- -----------------------------------------    Senior Vice President, Controller          February 11, 1994
            (Ricky W. Thomas)                and Chief Accounting Officer
                                             (Principal Accounting Officer)

                    *
- -----------------------------------------    A Director and an Officer                  February 11, 1994
           (C. Stanley Bailey)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
         (George W. Barber, Jr.)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
           (William D. Biggs)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
         (Barney B. Burks, Jr.)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
       (William J. Cabaniss, Jr.)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
           (Joseph M. Farley)
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
                Signature                                 Title                               Date
                ---------                                 -----                               ----
<S>                                          <C>                                        <C>
                    *
- -----------------------------------------    A Director                                 February 11, 1994
           (M. Miller Gorrie)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
           (Robert A. Guthans)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
            (Elmer B. Harris)

                    
- -----------------------------------------    A Director                                 
        (James I. Harrison, Jr.)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
            (Donald E. Hess)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
             (Hugh B. Jacks)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
         (Ronald L. Kuehn, Jr.)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
        (E. Roberts Leatherbury)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
      (Mrs. H. Taylor Morrissette)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
           (Claude B. Nielsen)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
           (Arthur R. Outlaw)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
        (Z. Cartter Patten, III)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
          (Benjamin F. Payton)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
          (B. Phil Richardson)

                    *
- -----------------------------------------    A Director and an Officer                  February 11, 1994
            (C. Dowd Ritter)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
        (William J. Rushton, III)
</TABLE>
<PAGE>
 
<TABLE> 
<CAPTION> 
                Signature                                 Title                               Date
                ---------                                 -----                               ----
<S>                                          <C>                                        <C>
                    *
- -----------------------------------------    A Director                                 February 11, 1994
          (Herbert A. Sklenar)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
         (W. A. Williamson, Jr.)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
           (Spencer H. Wright)
 
By: /s/Carl L. Gorday
    -------------------------------------
              (Carl L. Gorday)
              Attorney-in-Fact
</TABLE> 
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                             Exhibit                                Page
  No.                               -------                                No.
- -------                                                                    ----
<S>      <C>                                                               <C>
  4.1    Form of FloridaBank Stock Option Plan
       
  4.2    Form of FloridaBank Stock Option Plan - 1993
       
  5      Opinion of Carl L. Gorday, Counsel of Registrant.
       
 15      Letter re unaudited interim financial information.
       
 23.1    Consent of Ernst & Young.
       
 23.2    Consent of Carl L. Gorday (included in the opinion in Exhibit 5).
       
 24      Powers of Attorney.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20017}]
{"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": "033-52243", "film-number": "94506564"}, "business-address": {"street1": "1400 AMSOUTH SONAT TOWER", "street2": "P.O. BOX 11007", "city": "BIRMINGHAM", "state": "AL", "zip": "35288", "phone": "2053207151"}, "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 February 11, 1994

                                             Registration No. 33-_______________

                     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)

                          1400 AmSouth-Sonat Tower
                          Birmingham, Alabama 35203
                               (205) 320-7151
  (Address, including zip code, and telephone number, including area code,
                of registrant's principal executive offices)

                                 FloridaBank
                 Stock Option Plan and Stock Option Plan - 1993
                          (full title of the Plan)

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

                           MARIA B. CAMPBELL, ESQ.
                          Executive Vice President,
                        General Counsel and Secretary

                           AMSOUTH BANCORPORATION
                          1400 AmSouth-Sonat Tower
                          Birmingham, Alabama 35203
                               (205) 326-5319
(Name, address, including zip code, and telephone number, including area code,
                            of agent for service)

                                 Copies to:

                              J. Michael Savage
                        Maynard, Cooper & Gale, P.C.
                           1901 Sixth Avenue North
                                 Suite 2400
                         Birmingham, Alabama  35203

                              -----------------
CALCULATION OF REGISTRATION FEE
==========================================================================================
                                                           Proposed
Title of Each Class of                   Proposed Maximum  Maximum            Amount of
Securities to be         Amount to be    Offering Price    Aggregate          Registration
Registered               Registered (1)  Per Unit(1)       Offering Price(1)  Fee
- ------------------------------------------------------------------------------------------
Common Stock, $1.00      
par value (and           
associated Preferred     76,000 shares   $30.50           $2,318,000          $800 
Stock Purchase Rights).  
==========================================================================================
(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 as reported by the Wall Street
Journal for New York Stock Exchange Composite Transactions on February 8, 1994.
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 are incorporated into this
Registration Statement by reference:

         1.  The Registrant's Annual Report on Form 10-K, for the year ended 
December 31, 1992.

         2.  All other reports of the Registrant filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since December 31, 1992.

         3.  The description of the Registrant's shares of Common Stock, par 
value $1.00 per share (the "Common Stock"), contained in the Registration
Statement filed by the Registrant to register such securities under the
Securities Exchange Act of 1934, including all amendments and reports filed for
the purpose of updating such description prior to the termination of the
offering of the Common Stock offered hereby.

         4.  The description of the Registrant's Stock Purchase Rights (the 
"Rights") contained in its Registration Statement on Form 8-A filed with the
Commission on July 10, 1989, including all amendments and reports filed for the
purpose of updating such description prior to the termination of the offering of
the Rights offered hereby.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 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.
- ------   -------------------------------------- 

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
- ------   ----------------------------------------- 

         Directors, officers, employees and agents of the Registrant and its
subsidiaries or those serving at its request as directors, officers, employees
or agents of another corporation or enterprise are entitled to indemnification
as expressly permitted by the provisions of the General Corporation Law of the
State of Delaware, the Registrant's Restated Certificate of Incorporation, as
amended, the charters of the Registrant's subsidiaries and the Registrant's
liability insurance.  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 Securities and Exchange 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:

         4.1  Form of FloridaBank Stock Option Plan

         4.2  Form of FloridaBank Stock Option Plan - 1993

         4.3  Form of Agreement and Plan of Merger, dated as of June 30, 1993,
              between FloridaBank, a Federal Savings Bank, and Registrant,
              incorporated by reference to Exhibit #2 to Registrant's 
              Registration Statement on Form S-4 (33-50605).

         5    Opinion of Carl L. Gorday, Counsel of Registrant.

         15   Letter re unaudited interim financial information.

         23.1 Consent of Ernst & Young.

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

         24   Powers of Attorney.

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, represents a fundamental change in the information set forth in the
Registration Statement;

                     (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 (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and 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 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.

         (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 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, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the under-
signed, thereunto duly authorized, in the City of Birmingham, State of
Alabama, as of the 11th day of February, 1994.

                                              AMSOUTH BANCORPORATION

                                      By /s/John W. Woods
                                         ---------------------------------------
                                                       (John W. Woods)
                                         (Chairman of the Board, Chief Executive
                                            Officer, President and A Director)

   Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
as of February 11, 1994.
Signature                                 Title                               Date
                ---------                                 -----                               ----
*
- -----------------------------------------    Chairman of the Board, Chief               February 11, 1994
             (John W. Woods)                 Executive Officer, President and a
                                             Director (Principal Executive Officer)

                    *
- -----------------------------------------    Executive Vice President and               February 11, 1994
        (M. List Underwood, Jr.)             Chief Financial Officer (Principal
                                             Financial Officer)

                    *
- -----------------------------------------    Senior Vice President, Controller          February 11, 1994
            (Ricky W. Thomas)                and Chief Accounting Officer
                                             (Principal Accounting Officer)

                    *
- -----------------------------------------    A Director and an Officer                  February 11, 1994
           (C. Stanley Bailey)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
         (George W. Barber, Jr.)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
           (William D. Biggs)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
         (Barney B. Burks, Jr.)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
       (William J. Cabaniss, Jr.)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
           (Joseph M. Farley)
Signature                                 Title                               Date
                ---------                                 -----                               ----
*
- -----------------------------------------    A Director                                 February 11, 1994
           (M. Miller Gorrie)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
           (Robert A. Guthans)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
            (Elmer B. Harris)

                    
- -----------------------------------------    A Director                                 
        (James I. Harrison, Jr.)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
            (Donald E. Hess)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
             (Hugh B. Jacks)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
         (Ronald L. Kuehn, Jr.)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
        (E. Roberts Leatherbury)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
      (Mrs. H. Taylor Morrissette)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
           (Claude B. Nielsen)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
           (Arthur R. Outlaw)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
        (Z. Cartter Patten, III)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
          (Benjamin F. Payton)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
          (B. Phil Richardson)

                    *
- -----------------------------------------    A Director and an Officer                  February 11, 1994
            (C. Dowd Ritter)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
        (William J. Rushton, III)
Signature                                 Title                               Date
                ---------                                 -----                               ----
*
- -----------------------------------------    A Director                                 February 11, 1994
          (Herbert A. Sklenar)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
         (W. A. Williamson, Jr.)

                    *
- -----------------------------------------    A Director                                 February 11, 1994
           (Spencer H. Wright)
 
By: /s/Carl L. Gorday
    -------------------------------------
              (Carl L. Gorday)
              Attorney-in-Fact
EXHIBIT INDEX
Exhibit                             Exhibit                                Page
  No.                               -------                                No.
- -------                                                                    ----
4.1    Form of FloridaBank Stock Option Plan
       
  4.2    Form of FloridaBank Stock Option Plan - 1993
       
  5      Opinion of Carl L. Gorday, Counsel of Registrant.
       
 15      Letter re unaudited interim financial information.
       
 23.1    Consent of Ernst & Young.
       
 23.2    Consent of Carl L. Gorday (included in the opinion in Exhibit 5).
       
 24      Powers of Attorney.