<PAGE>  1
 As filed with the Securities and Exchange Commission on April 16, 1999

                                                 Registration No. _____________
--------------------------------------------------------------------------------


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


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


                           UNION PLANTERS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

       TENNESSEE                                             62-0859007
--------------------------------------------------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)


              7130 Goodlett Farms Parkway, Memphis, Tennessee 38018
--------------------------------------------------------------------------------
   (Address, including ZIP code, of registrant's principal executive offices)


              Union Planters Corporation 1992 Stock Incentive Plan
                AS AMENDED OCTOBER 17, 1996 AND FEBRUARY 18, 1999
                            (Full title of the plan)

        E. James House, Jr.                                WITH COPIES TO:
Secretary And Manager of The Legal Department            Cynthia W. Young, Esq.
     Union Planters Corporation                          Wyatt, Tarrant & Combs
    7130 Goodlett Farms Parkway                          2800 Citizens Plaza
     Memphis, Tennessee  38018                           Louisville, KY 40202
         (901) 580-6596                                  (502) 562-7292

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

<TABLE>
<CAPTION>
<S>             <C>                 <C>               <C>                <C>              <C>


                                              CALCULATION OF REGISTRATION FEE

                                                       Proposed               Proposed           
        Title of securities      Amount to Be       maximum offering      maximum aggregate        Amount
          TO BE REGISTERED        REGISTERED         PRICE PER SHARE       OFFERING PRICE       REGISTRATION FEE

     Common Stock,               11,400,000             $45.065<F2>        $513,712,500.00<F2>   $142,812.08<F2> 
     $5.00 par value (and
     associated preferred
     share purchase
     rights)<F1>

</TABLE>
                                                 

<F1> Includes  preferred  share  purchase   rights.  Prior to the occurrence  of
certain  events,  these rights will not be exercisable  or evidenced  separately
from the Common Stock.  The Common Stock  registered  hereby will be adjusted to
reflect stock splits, stock dividends or similar  transactions  pursuant to Rule
416(a)  under the  Securities  Act of 1933,  as amended (the  "Securities  Act")
without the need for any post-effective amendment.

<F2> Estimated  solely for the  purpose of  calculating  the  registration  fee,
pursuant to Rule  457(h) of the  Securities  Act,  on  the basis of $45.065  per
share, the average sale price of the Common Stock in the consolidated  reporting
system on April 14, 1999.


<PAGE>  2



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                                Explanatory Note

This  Registration  Statement is for the  registration  of additional  shares of
Common Stock (and associated preferred share purchase rights) for issuance under
the Union Planters  Corporation 1992 Stock Incentive Plan as amended October 17,
1996 and February 18, 1999 (the "Plan"). These securities are in addition to the
securities  registered  on the  Registration  Statement  on Form  S-8  (SEC  No.
033-53454)  previously  filed by the  Registrant on October 19, 1992,  and as to
which a filing fee of  $9,125.00  was paid.  At that time,  1,600,000  shares of
Common  Stock  were  registered  for  issuance  under  the Plan.  An  additional
4,400,000  shares of Common Stock were authorized for issuance under the Plan as
amended  October 17, 1996,  and an additional  7,000,000  shares of Common Stock
were authorized for issuance under the Plan as amended  February 18, 1999; these
additional shares represent,  in the aggregate,  the 11,400,000 shares of Common
Stock being registered hereby.  Therefore,  pursuant to General Instruction E on
Form S-8, the  contents of the earlier  registration  statement  relating to the
Plan (SEC No.  033-53454) are  incorporated by reference into this  Registration
Statement, subject to the following.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

           The following documents filed by the  Registrant  with the Securities
and Exchange Commission are incorporated herein by reference:

           1.  The  Registrant's  Annual  Report on Form 10-K for the year ended
December 31, 1998 (provided that any  information  included or  incorporated  by
reference in response to Items 402(a)(8),  (i), (k), or (l) of Regulation S-K of
the Securities and Exchange  Commission  shall not be deemed to be  incorporated
herein and is not part of the Registration Statement);

           2.  The  Registrant's  Current  Reports on Form 8-K dated January 21,
1999 (filed January 22, 1999) and  dated  April 15, 1999 (filed April 15, 1999);

           3.  The  description of the current management and Board of Directors
of the  Registrant  contained  in the Proxy  Statement of the  Registrant  filed
pursuant  to  Section  14(a)  of the  Securities  Exchange  Act of 1934  for the
Registrant's Annual Meeting of Shareholders held on April 15, 1999;

           4.  The description of the Registrant's Common Stock contained in the
Registrant's  Registration  Statement  under  Section  12(b)  of the  Securities
Exchange  Act of 1934 and any  amendment  or  report  filed for the  purpose  of
updating such description; and

           5.  The   description  of  the  Registrant's Preferred Share Purchase
Rights set forth in the  Registrant's  Registration  Statement on Form 8-A dated
and filed January 22, 1999 (SEC File No. 001-10160).

            All  documents  subsequently  filed by the  Registrant  pursuant  to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such 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

                                      II-1

<PAGE>  3



of filing of such documents.  Any statement contained in a document incorporated
by reference  herein and filed prior to the filing  hereof shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein modifies or supersedes such statement, and any
statement  contained  herein or in any other document  incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration  Statement  to the extent that a statement  contained  in any other
subsequently  filed  document  which also is  incorporated  by reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.


ITEM 4.  DESCRIPTION OF SECURITIES

               Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

               The  validity  of  the  shares of  the Registrant's  Common Stock
offered pursuant to the  Registration  Statement will be passed upon by E. James
House, Jr., Secretary and Manager of the Legal Department of the Registrant.  E.
James House, Jr. is an officer of and receives compensation from the Registrant.
He is eligible to participate in the Plan.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               The Restated Charter of the Registrant provides as follows:

TWELFTH: INDEMNIFICATION OF CERTAIN PERSONS:

                           To the fullest extent permitted by Tennessee law, the
         Corporation  may  indemnify  or  purchase  and  maintain  insurance  to
         indemnify any of its directors,  officers,  employees or agents and any
         persons who may serve at the request of the  Corporation  as directors,
         officers, employees, trustees or agents of any other corporation, firm,
         association, national banking association,  state-chartered bank, trust
         company,  business  trust,  organization  or any  other  type of entity
         whether or not the  Corporation  shall have any  ownership  interest in
         such entity. Such indemnification(s) may be provided for in the Bylaws,
         or by resolution of the Board of Directors or by  appropriate  contract
         with the person involved.

Article V,  INDEMNIFICATION,  of the  Registrant's  Amended and Restated  Bylaws
provides as follows:

                           The Corporation  does hereby  indemnify its directors
         and officers to the fullest  extent  permitted by the laws of the State
         of Tennessee and by ARTICLE TWELFTH of its Charter. The Corporation may
         indemnify  any other person to the extent  permitted by the Charter and
         by applicable law.


                                       II-2

<PAGE>  4



               Indemnification   of  corporate   directors   and   officers   is
addressed by Sections  48-18-501  through  48-18-509 of the  Tennessee  Business
Corporation  Act (the "Act").  Under the Act, a person may be  indemnified  by a
corporation against judgments,  penalties, fines, amounts paid in settlement and
reasonable  expenses  (including  attorneys' fees) incurred by him in connection
with any  threatened,  pending or completed  action,  suit or  proceeding or any
appeal  thereof  (other  than an action by or in the right of the  corporation),
whether civil,  criminal,  administrative or investigative and whether formal or
informal,  to which he was, is or is threatened to be made a named  defendant or
respondent  by reason of the fact that he is or was a director or officer of the
corporation  or is or was  serving at the  request of the  corporation,  while a
director  or officer  of the  corporation,  as a  director,  officer,  employee,
partner, trustee or agent of another corporation or other enterprise of any type
or kind,  domestic or foreign,  if such  director or officer acted in good faith
for a purpose which he reasonably believed,  if acting in his official capacity,
to be in the best interest of the corporation, and if not acting in his official
capacity,  such  director or officer  acted in good faith for a purpose which he
reasonably  believed  at least not to be  opposed to the best  interests  of the
corporation,  and, with respect to criminal actions,  suits or proceedings only,
such director or officer,  in addition,  had no reasonable cause to believe that
his conduct was  unlawful;  provided,  however,  such director or officer is not
entitled to  indemnification  for any such action,  suit or proceeding  charging
improper personal benefit to the director or officer,  regardless whether he was
acting in his official  capacity,  in which the director or officer was adjudged
liable on the basis that  personal  benefit  was  improperly  received by him. A
Tennessee  corporation may indemnify a director or officer thereof in an action,
suit or proceeding by or in the right of the corporation against amounts paid in
settlement and reasonable  expenses,  including  attorneys' fees,  incurred as a
result of such suit  unless such  director or officer is adjudged  liable to the
corporation in such suit.

               A director  or  officer  who has been wholly  successful,  on the
merits or  otherwise,  in the defense of any  threatened,  pending or  completed
action,  suit or  proceeding or any appeal  thereof,  whether  civil,  criminal,
administrative or investigative and whether formal or informal,  to which he was
made a named  defendant or  respondent by reason of the fact that he is or was a
director  or officer of the  corporation  or is or was serving at the request of
the corporation,  while a director or officer of the corporation, as a director,
officer,  employee,  partner,  trustee or agent of another  corporation or other
enterprise  of  any  type  or  kind,   domestic  or  foreign,   is  entitled  to
indemnification from the corporation against reasonable expenses incurred by him
in connection  with such action,  suit or proceeding.  A person who has not been
wholly  successful  in any such action,  suit or proceeding  may be  indemnified
pursuant  to the Act only  upon  the  order  of a court  or a  finding  that the
director  or officer  met the  required  statutory  standard of conduct by (i) a
majority vote of a  disinterested  quorum of the Board of  Directors,  (ii) if a
disinterested quorum of the Board of Directors cannot be obtained, by a majority
vote of a committee duly designated by the Board of Directors, consisting solely
of two or more disinterested directors,  (iii) independent special legal counsel
selected  by the  Board of  Directors  or a duly  designated  committee  thereof
pursuant  to  the  statutory  requirements  of  the  Act,  or  (iv)  a  vote  of
disinterested  shareholders.  Subject  to the  prohibitions  on  indemnification
discussed above, the provisions of the Act are not exclusive generally.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

               Not Applicable.



                                      II-3

<PAGE>  5



ITEM 8.  EXHIBITS

                  See Exhibit Index on page 9, which is incorporated  herein  by
reference.


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  this   Registration
                  Statement  (or  the  most  recent   post-effective   amendment
                  thereof) which, individually or in the aggregate,  represent a
                  fundamental  change  in the  information  set  forth  in  this
                  Registration  Statement.  Notwithstanding  the foregoing,  any
                  increase or decrease in volume of  securities  offered (if the
                  total dollar value of securities offered would not exceed that
                  which was  registered)  and any deviation from the low or high
                  end of the estimated  maximum  offering range may be reflected
                  in the form of prospectus  filed with the Commission  pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price  represent  no  more  than a 20  percent  change  in the
                  maximum aggregate offering price set forth in the "Calculation
                  of  Registration  Fee"  table  in the  effective  Registration
                  Statement;

                       (iii)  To include any material information  with  respect
                  to the plan of distribution  not previously  disclosed in this
                  Registration  Statement  or   any   material  change  to  such
                  information in the Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

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

                  (b) The undersigned  Registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an

                                      II-4

<PAGE>  6



employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
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. 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-5

<PAGE>  7



                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Company  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 Memphis, State of Tennessee, on the 15th day of
April, 1999.

                                      UNION PLANTERS CORPORATION

                                      By: /S/ BENJAMIN W. RAWLINS, JR.
                                         Benjamin W. Rawlins, Jr.
                                         Chairman of the Board and
                                         Chief Executive Officer

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature appears below constitutes and appoints E. James House, Jr. and M. Kirk
Walters,  and each of them, with the power to act without the other,  his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for him or her, and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents and  purposes as he or she might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or his  substitute or  substitutes,  may lawfully do or cause to be
done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement on Form S-8 has been signed below by the following
persons on the dates and in the capacities indicated.

NAME                            CAPACITY                            DATE


/S/ BENJAMIN W. RAWLINS, JR.    Chairman of the Board,         April 15, 1999
Benjamin W. Rawlins, Jr.        Chief Executive Officer and
                                Director (Principal
                                Executive Officer)

/S/ JOHN W. PARKER              Executive Vice President       April 15, 1999
John W. Parker                  Chief Financial
                                Officer (Principal
                                Financial Officer)

/S/ M. KIRK WALTERS             Senior Vice President,         April 15, 1999
M. Kirk Walters                 Treasurer and Chief
                                Accounting Officer



                                      II-6

<PAGE>  8







/S/ ALBERT M. AUSTIN            Director                       April 15, 1999
Albert M. Austin


/S/ GEORGE W. BRYAN             Director                       April 15, 1999
George W. Bryan


/S/ JAMES E. HARWOOD            Director                       April 15, 1999
James E. Harwood


/S/ C.E. HEILIGENSTEIN          Director                       April 15, 1999
C.E. Heiligenstein


/S/ C.G. HOGAN                  Director                       April 15, 1999
C.G. Hogan


/S/ S. LEE KLING                Director                       April 15, 1999
S. Lee Kling


/S/ PARNELL S. LEWIS, JR.       Director                       April 15, 1999
Parnell S. Lewis, Jr.


/S/ C.J. LOWRANCE, III          Director                       April 15, 1999
C.J. Lowrance, III


/S/ JACKSON W. MOORE            President, Chief Operating     April 15, 1999
Jackson W. Moore                Officer and Director


/S/ V. LANE RAWLINS             Director                       April 15, 1999
V. Lane Rawlins


/S/ DONALD F. SCHUPPE           Director                       April 15, 1999
Donald F. Schuppe

                                      II-7

<PAGE>  9





/S/ DAVID M. THOMAS             Director                       April 15, 1999
David M. Thomas


/S/ RICHARD A. TRIPPEER, JR.    Director                       April 15, 1999
Richard A. Trippeer, Jr.


/S/ SPENCE L. WILSON            Director                       April 15, 1999
Spence L. Wilson


                                      II-8

<PAGE>  10



                                 EXHIBIT INDEX

     4.1       Amended  and  Restated  Charter  of Union  Planters  Corporation.
               (Incorporated  by  reference  to  Exhibit  3 to the  Registrant's
               Registration  Statement  on Form 8-A dated and filed  January 22,
               1999 (SEC File No. 001-10160).)

     4.2       Amended  and  Restated  Bylaws  of  Union  Planters  Corporation.
               (Incorporated  by reference  to Exhibit 3(b) to the  Registrant's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1996 (SEC File No. 000-06919).)

     4.3       Rights  Agreement,  dated  January 19, 1999, by and between Union
               Planters   Corporation   and  Union   Planters   National   Bank.
               (Incorporated  by  reference  to  Exhibit  2 to the  Registrant's
               Registration  Statement  on Form 8-A dated and filed  January 22,
               1999 (SEC File No. 001-10160).)

     5.1       Opinion of E. James  House,  Jr.,  Secretary  and  Manager of the
               Legal  Department  of  Union  Planters  Corporation,  as  to  the
               validity  of the  shares of the  Common  Stock of Union  Planters
               Corporation.

     23.1      Consent of  PricewaterhouseCoopers  LLP.

     23.2      Consent of E. James  House,  Jr.,  Secretary  and  Manager of the
               Legal  Department  of Union  Planters  Corporation  (included  in
               Exhibit 5.1).

     24.1      Power of Attorney included on Signature Page.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 25404}]
{"company-data": {"conformed-name": "UNION PLANTERS CORP", "cik": "0000100893", "assigned-sic": "6021", "irs-number": "620859007", "state-of-incorporation": "TN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76417", "film-number": "99595610"}, "business-address": {"street1": "UNION PLANTERS ADMINSTRATIVE CENTER", "street2": "7130 GOODLETT FARMS PARKWAY", "city": "MEMPHIS", "state": "TN", "zip": "38018", "phone": "9015806000"}, "mail-address": {"street1": "7130 GOODLETT FARMS PKWY", "street2": "UNION PLANTERS ADMINISTRATIVE CENTER", "city": "MEMPHIS", "state": "TN", "zip": "38018"}}
1
 As filed with the Securities and Exchange Commission on April 16, 1999

                                                 Registration No. _____________
--------------------------------------------------------------------------------

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

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

                           UNION PLANTERS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

       TENNESSEE                                             62-0859007
--------------------------------------------------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

              7130 Goodlett Farms Parkway, Memphis, Tennessee 38018
--------------------------------------------------------------------------------
   (Address, including ZIP code, of registrant's principal executive offices)

              Union Planters Corporation 1992 Stock Incentive Plan
                AS AMENDED OCTOBER 17, 1996 AND FEBRUARY 18, 1999
                            (Full title of the plan)

        E. James House, Jr.                                WITH COPIES TO:
Secretary And Manager of The Legal Department            Cynthia W. Young, Esq.
     Union Planters Corporation                          Wyatt, Tarrant & Combs
    7130 Goodlett Farms Parkway                          2800 Citizens Plaza
     Memphis, Tennessee  38018                           Louisville, KY 40202
         (901) 580-6596                                  (502) 562-7292

-------------------------------------------------
(Name, address and telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE

                                                       Proposed               Proposed           
        Title of securities      Amount to Be       maximum offering      maximum aggregate        Amount
          TO BE REGISTERED        REGISTERED         PRICE PER SHARE       OFFERING PRICE       REGISTRATION FEE

     Common Stock,               11,400,000             $45.065
$513,712,500.00
$142,812.08
$5.00 par value (and
     associated preferred
     share purchase
     rights)
Includes  preferred  share  purchase   rights.  Prior to the occurrence  of
certain  events,  these rights will not be exercisable  or evidenced  separately
from the Common Stock.  The Common Stock  registered  hereby will be adjusted to
reflect stock splits, stock dividends or similar  transactions  pursuant to Rule
416(a)  under the  Securities  Act of 1933,  as amended (the  "Securities  Act")
without the need for any post-effective amendment.
Estimated  solely for the  purpose of  calculating  the  registration  fee,
pursuant to Rule  457(h) of the  Securities  Act,  on  the basis of $45.065  per
share, the average sale price of the Common Stock in the consolidated  reporting
system on April 14, 1999.
2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                                Explanatory Note

This  Registration  Statement is for the  registration  of additional  shares of
Common Stock (and associated preferred share purchase rights) for issuance under
the Union Planters  Corporation 1992 Stock Incentive Plan as amended October 17,
1996 and February 18, 1999 (the "Plan"). These securities are in addition to the
securities  registered  on the  Registration  Statement  on Form  S-8  (SEC  No.
033-53454)  previously  filed by the  Registrant on October 19, 1992,  and as to
which a filing fee of  $9,125.00  was paid.  At that time,  1,600,000  shares of
Common  Stock  were  registered  for  issuance  under  the Plan.  An  additional
4,400,000  shares of Common Stock were authorized for issuance under the Plan as
amended  October 17, 1996,  and an additional  7,000,000  shares of Common Stock
were authorized for issuance under the Plan as amended  February 18, 1999; these
additional shares represent,  in the aggregate,  the 11,400,000 shares of Common
Stock being registered hereby.  Therefore,  pursuant to General Instruction E on
Form S-8, the  contents of the earlier  registration  statement  relating to the
Plan (SEC No.  033-53454) are  incorporated by reference into this  Registration
Statement, subject to the following.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

           The following documents filed by the  Registrant  with the Securities
and Exchange Commission are incorporated herein by reference:

           1.  The  Registrant's  Annual  Report on Form 10-K for the year ended
December 31, 1998 (provided that any  information  included or  incorporated  by
reference in response to Items 402(a)(8),  (i), (k), or (l) of Regulation S-K of
the Securities and Exchange  Commission  shall not be deemed to be  incorporated
herein and is not part of the Registration Statement);

           2.  The  Registrant's  Current  Reports on Form 8-K dated January 21,
1999 (filed January 22, 1999) and  dated  April 15, 1999 (filed April 15, 1999);

           3.  The  description of the current management and Board of Directors
of the  Registrant  contained  in the Proxy  Statement of the  Registrant  filed
pursuant  to  Section  14(a)  of the  Securities  Exchange  Act of 1934  for the
Registrant's Annual Meeting of Shareholders held on April 15, 1999;

           4.  The description of the Registrant's Common Stock contained in the
Registrant's  Registration  Statement  under  Section  12(b)  of the  Securities
Exchange  Act of 1934 and any  amendment  or  report  filed for the  purpose  of
updating such description; and

           5.  The   description  of  the  Registrant's Preferred Share Purchase
Rights set forth in the  Registrant's  Registration  Statement on Form 8-A dated
and filed January 22, 1999 (SEC File No. 001-10160).

            All  documents  subsequently  filed by the  Registrant  pursuant  to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such 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

                                      II-1
3

of filing of such documents.  Any statement contained in a document incorporated
by reference  herein and filed prior to the filing  hereof shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein modifies or supersedes such statement, and any
statement  contained  herein or in any other document  incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration  Statement  to the extent that a statement  contained  in any other
subsequently  filed  document  which also is  incorporated  by reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

               Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

               The  validity  of  the  shares of  the Registrant's  Common Stock
offered pursuant to the  Registration  Statement will be passed upon by E. James
House, Jr., Secretary and Manager of the Legal Department of the Registrant.  E.
James House, Jr. is an officer of and receives compensation from the Registrant.
He is eligible to participate in the Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               The Restated Charter of the Registrant provides as follows:

TWELFTH: INDEMNIFICATION OF CERTAIN PERSONS:

                           To the fullest extent permitted by Tennessee law, the
         Corporation  may  indemnify  or  purchase  and  maintain  insurance  to
         indemnify any of its directors,  officers,  employees or agents and any
         persons who may serve at the request of the  Corporation  as directors,
         officers, employees, trustees or agents of any other corporation, firm,
         association, national banking association,  state-chartered bank, trust
         company,  business  trust,  organization  or any  other  type of entity
         whether or not the  Corporation  shall have any  ownership  interest in
         such entity. Such indemnification(s) may be provided for in the Bylaws,
         or by resolution of the Board of Directors or by  appropriate  contract
         with the person involved.

Article V,  INDEMNIFICATION,  of the  Registrant's  Amended and Restated  Bylaws
provides as follows:

                           The Corporation  does hereby  indemnify its directors
         and officers to the fullest  extent  permitted by the laws of the State
         of Tennessee and by ARTICLE TWELFTH of its Charter. The Corporation may
         indemnify  any other person to the extent  permitted by the Charter and
         by applicable law.

                                       II-2
4

               Indemnification   of  corporate   directors   and   officers   is
addressed by Sections  48-18-501  through  48-18-509 of the  Tennessee  Business
Corporation  Act (the "Act").  Under the Act, a person may be  indemnified  by a
corporation against judgments,  penalties, fines, amounts paid in settlement and
reasonable  expenses  (including  attorneys' fees) incurred by him in connection
with any  threatened,  pending or completed  action,  suit or  proceeding or any
appeal  thereof  (other  than an action by or in the right of the  corporation),
whether civil,  criminal,  administrative or investigative and whether formal or
informal,  to which he was, is or is threatened to be made a named  defendant or
respondent  by reason of the fact that he is or was a director or officer of the
corporation  or is or was  serving at the  request of the  corporation,  while a
director  or officer  of the  corporation,  as a  director,  officer,  employee,
partner, trustee or agent of another corporation or other enterprise of any type
or kind,  domestic or foreign,  if such  director or officer acted in good faith
for a purpose which he reasonably believed,  if acting in his official capacity,
to be in the best interest of the corporation, and if not acting in his official
capacity,  such  director or officer  acted in good faith for a purpose which he
reasonably  believed  at least not to be  opposed to the best  interests  of the
corporation,  and, with respect to criminal actions,  suits or proceedings only,
such director or officer,  in addition,  had no reasonable cause to believe that
his conduct was  unlawful;  provided,  however,  such director or officer is not
entitled to  indemnification  for any such action,  suit or proceeding  charging
improper personal benefit to the director or officer,  regardless whether he was
acting in his official  capacity,  in which the director or officer was adjudged
liable on the basis that  personal  benefit  was  improperly  received by him. A
Tennessee  corporation may indemnify a director or officer thereof in an action,
suit or proceeding by or in the right of the corporation against amounts paid in
settlement and reasonable  expenses,  including  attorneys' fees,  incurred as a
result of such suit  unless such  director or officer is adjudged  liable to the
corporation in such suit.

               A director  or  officer  who has been wholly  successful,  on the
merits or  otherwise,  in the defense of any  threatened,  pending or  completed
action,  suit or  proceeding or any appeal  thereof,  whether  civil,  criminal,
administrative or investigative and whether formal or informal,  to which he was
made a named  defendant or  respondent by reason of the fact that he is or was a
director  or officer of the  corporation  or is or was serving at the request of
the corporation,  while a director or officer of the corporation, as a director,
officer,  employee,  partner,  trustee or agent of another  corporation or other
enterprise  of  any  type  or  kind,   domestic  or  foreign,   is  entitled  to
indemnification from the corporation against reasonable expenses incurred by him
in connection  with such action,  suit or proceeding.  A person who has not been
wholly  successful  in any such action,  suit or proceeding  may be  indemnified
pursuant  to the Act only  upon  the  order  of a court  or a  finding  that the
director  or officer  met the  required  statutory  standard of conduct by (i) a
majority vote of a  disinterested  quorum of the Board of  Directors,  (ii) if a
disinterested quorum of the Board of Directors cannot be obtained, by a majority
vote of a committee duly designated by the Board of Directors, consisting solely
of two or more disinterested directors,  (iii) independent special legal counsel
selected  by the  Board of  Directors  or a duly  designated  committee  thereof
pursuant  to  the  statutory  requirements  of  the  Act,  or  (iv)  a  vote  of
disinterested  shareholders.  Subject  to the  prohibitions  on  indemnification
discussed above, the provisions of the Act are not exclusive generally.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

               Not Applicable.

                                      II-3
5

ITEM 8.  EXHIBITS

                  See Exhibit Index on page 9, which is incorporated  herein  by
reference.

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  this   Registration
                  Statement  (or  the  most  recent   post-effective   amendment
                  thereof) which, individually or in the aggregate,  represent a
                  fundamental  change  in the  information  set  forth  in  this
                  Registration  Statement.  Notwithstanding  the foregoing,  any
                  increase or decrease in volume of  securities  offered (if the
                  total dollar value of securities offered would not exceed that
                  which was  registered)  and any deviation from the low or high
                  end of the estimated  maximum  offering range may be reflected
                  in the form of prospectus  filed with the Commission  pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price  represent  no  more  than a 20  percent  change  in the
                  maximum aggregate offering price set forth in the "Calculation
                  of  Registration  Fee"  table  in the  effective  Registration
                  Statement;

                       (iii)  To include any material information  with  respect
                  to the plan of distribution  not previously  disclosed in this
                  Registration  Statement  or   any   material  change  to  such
                  information in the Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

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

                  (b) The undersigned  Registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an

                                      II-4
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employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
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. 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-5
7

                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Company  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 Memphis, State of Tennessee, on the 15th day of
April, 1999.

                                      UNION PLANTERS CORPORATION

                                      By: /S/ BENJAMIN W. RAWLINS, JR.
                                         Benjamin W. Rawlins, Jr.
                                         Chairman of the Board and
                                         Chief Executive Officer

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature appears below constitutes and appoints E. James House, Jr. and M. Kirk
Walters,  and each of them, with the power to act without the other,  his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for him or her, and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents and  purposes as he or she might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or his  substitute or  substitutes,  may lawfully do or cause to be
done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement on Form S-8 has been signed below by the following
persons on the dates and in the capacities indicated.

NAME                            CAPACITY                            DATE

/S/ BENJAMIN W. RAWLINS, JR.    Chairman of the Board,         April 15, 1999
Benjamin W. Rawlins, Jr.        Chief Executive Officer and
                                Director (Principal
                                Executive Officer)

/S/ JOHN W. PARKER              Executive Vice President       April 15, 1999
John W. Parker                  Chief Financial
                                Officer (Principal
                                Financial Officer)

/S/ M. KIRK WALTERS             Senior Vice President,         April 15, 1999
M. Kirk Walters                 Treasurer and Chief
                                Accounting Officer

                                      II-6
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/S/ ALBERT M. AUSTIN            Director                       April 15, 1999
Albert M. Austin

/S/ GEORGE W. BRYAN             Director                       April 15, 1999
George W. Bryan

/S/ JAMES E. HARWOOD            Director                       April 15, 1999
James E. Harwood

/S/ C.E. HEILIGENSTEIN          Director                       April 15, 1999
C.E. Heiligenstein

/S/ C.G. HOGAN                  Director                       April 15, 1999
C.G. Hogan

/S/ S. LEE KLING                Director                       April 15, 1999
S. Lee Kling

/S/ PARNELL S. LEWIS, JR.       Director                       April 15, 1999
Parnell S. Lewis, Jr.

/S/ C.J. LOWRANCE, III          Director                       April 15, 1999
C.J. Lowrance, III

/S/ JACKSON W. MOORE            President, Chief Operating     April 15, 1999
Jackson W. Moore                Officer and Director

/S/ V. LANE RAWLINS             Director                       April 15, 1999
V. Lane Rawlins

/S/ DONALD F. SCHUPPE           Director                       April 15, 1999
Donald F. Schuppe

                                      II-7
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/S/ DAVID M. THOMAS             Director                       April 15, 1999
David M. Thomas

/S/ RICHARD A. TRIPPEER, JR.    Director                       April 15, 1999
Richard A. Trippeer, Jr.

/S/ SPENCE L. WILSON            Director                       April 15, 1999
Spence L. Wilson

                                      II-8
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                                 EXHIBIT INDEX

     4.1       Amended  and  Restated  Charter  of Union  Planters  Corporation.
               (Incorporated  by  reference  to  Exhibit  3 to the  Registrant's
               Registration  Statement  on Form 8-A dated and filed  January 22,
               1999 (SEC File No. 001-10160).)

     4.2       Amended  and  Restated  Bylaws  of  Union  Planters  Corporation.
               (Incorporated  by reference  to Exhibit 3(b) to the  Registrant's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1996 (SEC File No. 000-06919).)

     4.3       Rights  Agreement,  dated  January 19, 1999, by and between Union
               Planters   Corporation   and  Union   Planters   National   Bank.
               (Incorporated  by  reference  to  Exhibit  2 to the  Registrant's
               Registration  Statement  on Form 8-A dated and filed  January 22,
               1999 (SEC File No. 001-10160).)

     5.1       Opinion of E. James  House,  Jr.,  Secretary  and  Manager of the
               Legal  Department  of  Union  Planters  Corporation,  as  to  the
               validity  of the  shares of the  Common  Stock of Union  Planters
               Corporation.

     23.1      Consent of  PricewaterhouseCoopers  LLP.

     23.2      Consent of E. James  House,  Jr.,  Secretary  and  Manager of the
               Legal  Department  of Union  Planters  Corporation  (included  in
               Exhibit 5.1).

     24.1      Power of Attorney included on Signature Page.