<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 October 21, 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>
<CAPTION>

<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)


                          First American Corporation
                                Star Award Plan

                           (full title of the Plan)
                               _________________

<TABLE>
<C>                                                      <S>
              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
</TABLE>
(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         Per Unit(1)                Offering Price(1)  Fee
------------------------------------------------------------------------------------------------------------
<S>                            <C>                <C>                        <C>                <C>
Common Stock, $1.00 par
value (and associated          9,355 shares       $ 23.7188 per share        $ 221,889          $ 61.69
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 October 14, 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

                                     II-1
<PAGE>

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 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 attorney's 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

                                     II-2
<PAGE>

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.

     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 (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, 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

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;


                                     II-3
<PAGE>

               (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 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

                                     II-4
<PAGE>

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-5
<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 20 day of October, 1999.

                                    AMSOUTH BANCORPORATION

                                    By:/s/ C. Dowd Ritter
                                       -----------------------------------------
                                       C. Dowd Ritter
                                       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 October 20, 1999.

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

    /s/ C. Dowd Ritter                     President, Chief Executive
    -----------------------------          Officer and a Director
    C. Dowd Ritter                         (Principal Executive Officer)


    /s/ Samuel M. Tortorici                Executive Vice President and
    ------------------------------         Chief Financial Officer
    Samuel M. Tortorici                    (Prinipal Financial Officer)


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


    ------------------------------         Chairman of the Board and
    Dennis C. Bottorf                      a Director


                 *                         A Director
    ------------------------------
    J. Harold Chandler


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

                                     II-6
<PAGE>

    ------------------------------         A Director
    Earnest W. Deavenport, Jr.

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


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

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

    ------------------------------         A Director
    James A. Haslam II

    ------------------------------         A Director
    Martha R. Ingram

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

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

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

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

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

    ------------------------------         A Director
    John N. Palmer

                 *                         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-7
[{"type": "S-8", "sequence": "1", "description": "STAR AWARD PLAN", "secsgml_size_bytes": 19967}]
{"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": "333-89457", "film-number": "99731745"}, "business-address": {"street1": "1900 FIFTH AVENUE NORTH", "street2": "AMSOUTH SONAT TOWER", "city": "BIRMINGHAM", "state": "AL", "zip": "35203", "phone": "2053207151"}, "mail-address": {"street1": "1900 FIFTH AVENUE NAMSOUTH SONAT TOWER", "city": "BRIMINGHAM", "state": "AL", "zip": "35203"}, "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 October 21, 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)

                          First American Corporation
                                Star Award Plan

                           (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         Per Unit(1)                Offering Price(1)  Fee
------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par
value (and associated          9,355 shares       $ 23.7188 per share        $ 221,889          $ 61.69
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 October 14, 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

                                     II-1
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 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 attorney's 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

                                     II-2
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.

     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 (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, 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

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;

                                     II-3
(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 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

                                     II-4
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-5
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 20 day of October, 1999.

                                    AMSOUTH BANCORPORATION

                                    By:/s/ C. Dowd Ritter
                                       -----------------------------------------
                                       C. Dowd Ritter
                                       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 October 20, 1999.

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

    /s/ C. Dowd Ritter                     President, Chief Executive
    -----------------------------          Officer and a Director
    C. Dowd Ritter                         (Principal Executive Officer)

    /s/ Samuel M. Tortorici                Executive Vice President and
    ------------------------------         Chief Financial Officer
    Samuel M. Tortorici                    (Prinipal Financial Officer)

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

    ------------------------------         Chairman of the Board and
    Dennis C. Bottorf                      a Director

                 *                         A Director
    ------------------------------
    J. Harold Chandler

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

                                     II-6
------------------------------         A Director
    Earnest W. Deavenport, Jr.

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

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

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

    ------------------------------         A Director
    James A. Haslam II

    ------------------------------         A Director
    Martha R. Ingram

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

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

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

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

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

    ------------------------------         A Director
    John N. Palmer

                 *                         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-7