<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>
<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
                           1999 Broad-Based Employee
                               Stock Option Plan

                            (full title of the Plan)
                               _________________

<TABLE>
<S>                                                                              <C>
              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         1,096,219 shares      $23.7188 per share           $26,000,999        $7,228.28
 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
          C. Dowd Ritter                    Officer and a Director
                                            (Principal Executive Officer)


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


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

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


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

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

                    *
          ----------------------            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": "1999 BROAD-BASED EMPLOYEE SOP", "secsgml_size_bytes": 20517}]
{"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": "333-89455", "film-number": "99731729"}, "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
                           1999 Broad-Based Employee
                               Stock Option 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         1,096,219 shares      $23.7188 per share           $26,000,999        $7,228.28
 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
          C. Dowd Ritter                    Officer and a Director
                                            (Principal Executive Officer)

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

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

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

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

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

                                      II-6
Signature                       Title
                ---------                       -----

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

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

                    *
          ----------------------            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