<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 April 14, 1999

                                                      REGISTRATION NO. 333-_____

                      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
                    STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

                           (full title of the Plan)

                               ________________

             STEPHEN A YODER                              WITH A COPY TO:
Executive Vice President and General Counsel                  
                                                         J. MICHAEL SAVAGE
         AMSOUTH BANCORPORATION                     MAYNARD, COOPER & GALE, P.C.
   1901 SIXTH AVENUE NORTH, SUITE 920                  1901 SIXTH AVENUE NORTH
         AMSOUTH/HARBERT PLAZA                               SUITE 2400
       BIRMINGHAM, ALABAMA 35203                     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

<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          300,000 shares   $46.03 per share      $13,809,000          $3,839      
value (and associated
Preferred 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)(1) and (c) under 
the Securities Act of 1933 and are based upon the average of the high and low 
prices reported in the consolidated reporting system of the offered securities 
on April 7, 1999.

<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, 1998, filed pursuant to Section 13(a) of the Exchange Act, except 
that the information referred to in Item 402(a)(8) of Regulation S-K of the 
Commission shall not be deemed incorporated by reference herein.

          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, 1998.

          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.

          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.
------    --------------------------------------

          An opinion as to the legality of the securities being registered is 
being provided by Carl L. Gorday, Assistant General 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.
------    -----------------------------------------

          Under the Delaware General Corporation Law, a corporation is permitted
to indemnify any person who was or is a party or is threatened to be made a 
party to any threatened, pending or completed action, suit or proceeding, 
whether civil, criminal, administrative or investigative (other than an action 
by or in the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is or was 
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise (including employee benefit plans), against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the

                                     II-1
<PAGE>
 
person in connection with such action, suit or proceeding if the person acted 
in good faith and in a manner the person reasonably believed to be in or not 
opposed to the best interests of the corporation, and, with respect to any 
criminal action or proceeding, had no reasonable cause to believe the person's 
conduct was unlawful. However, indemnity may not be granted in respect of a
claim, issue or matter as to which a person has been adjudged to be liable to
the corporation unless and only to the extent that the Delaware Court of
Chancery or the court in which the action or suit was brought has determined
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the Court of Chancery or such other court deems
proper. Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding if the corporation receives an undertaking by
or on behalf of the director or officer to repay such advances if it is
ultimately determined that the director or officer is not entitled to
indemnification for such expenses. Expenses may be advanced to any former
officer or director or to any other employee or agent of the corporation on such
terms and conditions as the corporation deems appropriate.

          If a present or former director or officer of a corporation has been 
successful on the merits or otherwise in defense of any action, suit or 
proceeding described in the preceding paragraph, or in defense of any claim, 
issue or matter therein, the corporation is required to indemnify such person 
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.

          The Registrant's Restated Certificate of Incorporation, as amended, 
provides for indemnification and exculpation of the directors and officers of 
the Registrant to the extent permitted under the Delaware General Corporation 
Law as described above.

          The Registrant maintains a directors' and officers' liability policy 
to cover the Registrant and its directors and officers for amounts, subject to 
policy limits, that the Registrant may be required to pay by way of 
indemnification to its directors or officers under its Restated Certificate of 
Incorporation or by-laws or otherwise and for the protection of individual 
directors and officers from losses and liabilities for which they may not be 
indemnified by the Registrant.

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
               filed with the Commission in Washington, D.C., SEC File No. 1-
               7476, former File No. 0-6907).

          3.2  Bylaws of AmSouth Bancorporation (incorporated by reference to
               the Registrant's Quarterly Report on Form 10-Q for the quarter
               ended June 30, 1997, Exhibit 3-b).

          4    Stockholder Protection Rights Agreement dated as of December 18,
               1997, ("Rights Agreement") between AmSouth Bancorporation and The
               Bank of New York, as successor to AmSouth Bank, 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

                                     II-2

<PAGE>
 
          (incorporated by reference to the Registrant's Report on Form 8-K 
          filed on December 18, 1997, Exhibit 4.1).

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

     23.1 Consent of Ernst & Young, LLP

     23.2 Consent of Carl L. Gorday (included 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.

                                     II-3
<PAGE>
 
     (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.

                                     II-4
<PAGE>
 
                                  SIGNATURES


  Pursuant to the requirements of the Securities Act, 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 14th day of April, 1999.

     
                                   AMSOUTH BANCORPORATION

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

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
as of April 14, 1999.

          Signature                               Title
          ---------                               -----


     /s/ C. Dowd Ritter                 Chairman of the Board, President, Chief
     ---------------------------         Executive Officer and a Director
     C. Dowd Ritter                      (Principal Executive Officer)
                                 
     /s/ Sloan D. Gibson, IV            Senior Executive Vice President
     ---------------------------         and Chief Financial Officer
     Sloan D. Gibson, IV                 (Principal Financial Officer)
                                 
     /s/ Robert R. Windelspecht         Executive Vice President and
     ---------------------------         Controller (Principal Accounting 
     Robert R. Windelspecht              Officer)
                                 
              *                         A Director
     --------------------------- 
     J. Harold Chandler         

              *                         A Director
     --------------------------- 
     James E. Dalton, Jr.        

              *                         A Director
     --------------------------- 
     Rodney C. Gilbert           

              *                         A Director
     --------------------------- 
     Elmer B. Harris             
     
              *                         A Director
     --------------------------- 
     Victoria B. Jackson          

                                     II-5
<PAGE>
 
                    Signature                                          Title
                    ---------                                          -----

                       *                                             A Director
          -------------------------------  
          Ronald L. Kuehn, Jr.           

                       *                                             A Director
          -------------------------------  
          James R. Malone                

                       *                                             A Director
          -------------------------------  
          Francis A. Newman              

                       *                                             A Director
          -------------------------------  
          Claude B. Nielsen              

                       *                                             A Director
          -------------------------------  
          Benjamin F. Payton, Ph.D.      

                       *                                             A Director
          -------------------------------  
          Herbert A. Sklenar              


*    Carl L. Gorday, by signing his name hereto, does sign this document on 
behalf of each of the persons indicated above pursuant to powers of attorney 
executed by such persons and filed with the Securities and Exchange Commission.

                            By:  /s/ Carl L. Gorday
                                 -----------------------------------------------
                                 Carl L. Gorday

                                    II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20122}]
{"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": "333-76283", "film-number": "99593658"}, "business-address": {"street1": "1900 FIFTH AVENUE NORTH", "street2": "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 April 14, 1999

                                                      REGISTRATION NO. 333-_____

                      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
                    STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

                           (full title of the Plan)

                               ________________

             STEPHEN A YODER                              WITH A COPY TO:
Executive Vice President and General Counsel                  
                                                         J. MICHAEL SAVAGE
         AMSOUTH BANCORPORATION                     MAYNARD, COOPER & GALE, P.C.
   1901 SIXTH AVENUE NORTH, SUITE 920                  1901 SIXTH AVENUE NORTH
         AMSOUTH/HARBERT PLAZA                               SUITE 2400
       BIRMINGHAM, ALABAMA 35203                     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
=========================================================================================================
                                                                        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          300,000 shares   $46.03 per share      $13,809,000          $3,839      
value (and associated
Preferred 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)(1) and (c) under 
the Securities Act of 1933 and are based upon the average of the high and low 
prices reported in the consolidated reporting system of the offered securities 
on April 7, 1999.
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, 1998, filed pursuant to Section 13(a) of the Exchange Act, except 
that the information referred to in Item 402(a)(8) of Regulation S-K of the 
Commission shall not be deemed incorporated by reference herein.

          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, 1998.

          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.

          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.
------    --------------------------------------

          An opinion as to the legality of the securities being registered is 
being provided by Carl L. Gorday, Assistant General 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.
------    -----------------------------------------

          Under the Delaware General Corporation Law, a corporation is permitted
to indemnify any person who was or is a party or is threatened to be made a 
party to any threatened, pending or completed action, suit or proceeding, 
whether civil, criminal, administrative or investigative (other than an action 
by or in the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is or was 
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise (including employee benefit plans), against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the

                                     II-1
person in connection with such action, suit or proceeding if the person acted 
in good faith and in a manner the person reasonably believed to be in or not 
opposed to the best interests of the corporation, and, with respect to any 
criminal action or proceeding, had no reasonable cause to believe the person's 
conduct was unlawful. However, indemnity may not be granted in respect of a
claim, issue or matter as to which a person has been adjudged to be liable to
the corporation unless and only to the extent that the Delaware Court of
Chancery or the court in which the action or suit was brought has determined
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the Court of Chancery or such other court deems
proper. Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding if the corporation receives an undertaking by
or on behalf of the director or officer to repay such advances if it is
ultimately determined that the director or officer is not entitled to
indemnification for such expenses. Expenses may be advanced to any former
officer or director or to any other employee or agent of the corporation on such
terms and conditions as the corporation deems appropriate.

          If a present or former director or officer of a corporation has been 
successful on the merits or otherwise in defense of any action, suit or 
proceeding described in the preceding paragraph, or in defense of any claim, 
issue or matter therein, the corporation is required to indemnify such person 
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.

          The Registrant's Restated Certificate of Incorporation, as amended, 
provides for indemnification and exculpation of the directors and officers of 
the Registrant to the extent permitted under the Delaware General Corporation 
Law as described above.

          The Registrant maintains a directors' and officers' liability policy 
to cover the Registrant and its directors and officers for amounts, subject to 
policy limits, that the Registrant may be required to pay by way of 
indemnification to its directors or officers under its Restated Certificate of 
Incorporation or by-laws or otherwise and for the protection of individual 
directors and officers from losses and liabilities for which they may not be 
indemnified by the Registrant.

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
               filed with the Commission in Washington, D.C., SEC File No. 1-
               7476, former File No. 0-6907).

          3.2  Bylaws of AmSouth Bancorporation (incorporated by reference to
               the Registrant's Quarterly Report on Form 10-Q for the quarter
               ended June 30, 1997, Exhibit 3-b).

          4    Stockholder Protection Rights Agreement dated as of December 18,
               1997, ("Rights Agreement") between AmSouth Bancorporation and The
               Bank of New York, as successor to AmSouth Bank, 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

                                     II-2
(incorporated by reference to the Registrant's Report on Form 8-K 
          filed on December 18, 1997, Exhibit 4.1).

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

     23.1 Consent of Ernst & Young, LLP

     23.2 Consent of Carl L. Gorday (included 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.

                                     II-3
(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.

                                     II-4
SIGNATURES

  Pursuant to the requirements of the Securities Act, 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 14th day of April, 1999.

     
                                   AMSOUTH BANCORPORATION

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

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
as of April 14, 1999.

          Signature                               Title
          ---------                               -----

     /s/ C. Dowd Ritter                 Chairman of the Board, President, Chief
     ---------------------------         Executive Officer and a Director
     C. Dowd Ritter                      (Principal Executive Officer)
                                 
     /s/ Sloan D. Gibson, IV            Senior Executive Vice President
     ---------------------------         and Chief Financial Officer
     Sloan D. Gibson, IV                 (Principal Financial Officer)
                                 
     /s/ Robert R. Windelspecht         Executive Vice President and
     ---------------------------         Controller (Principal Accounting 
     Robert R. Windelspecht              Officer)
                                 
              *                         A Director
     --------------------------- 
     J. Harold Chandler         

              *                         A Director
     --------------------------- 
     James E. Dalton, Jr.        

              *                         A Director
     --------------------------- 
     Rodney C. Gilbert           

              *                         A Director
     --------------------------- 
     Elmer B. Harris             
     
              *                         A Director
     --------------------------- 
     Victoria B. Jackson          

                                     II-5
Signature                                          Title
                    ---------                                          -----

                       *                                             A Director
          -------------------------------  
          Ronald L. Kuehn, Jr.           

                       *                                             A Director
          -------------------------------  
          James R. Malone                

                       *                                             A Director
          -------------------------------  
          Francis A. Newman              

                       *                                             A Director
          -------------------------------  
          Claude B. Nielsen              

                       *                                             A Director
          -------------------------------  
          Benjamin F. Payton, Ph.D.      

                       *                                             A Director
          -------------------------------  
          Herbert A. Sklenar              

*    Carl L. Gorday, by signing his name hereto, does sign this document on 
behalf of each of the persons indicated above pursuant to powers of attorney 
executed by such persons and filed with the Securities and Exchange Commission.

                            By:  /s/ Carl L. Gorday
                                 -----------------------------------------------
                                 Carl L. Gorday

                                    II-6