<PAGE>

As filed with the Securities and Exchange Commission on April ______, 1995

                                                Registration No. 33-____________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                 _____________

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

                                ______________

                            AMSOUTH BANCORPORATION
            (Exact name of registrant as specified in its charter)

         Delaware                                            63-0591257
(State or other jurisdiction of                           (I.R.S. employer   
incorporation or organization)                         identification number)

                           1400 AmSouth-Sonat Tower
                              Birmingham, Alabama                35203
                   (Address of Principal Executive Offices)   (Zip Code)


                            AmSouth Bancorporation
                        Director Restricted Stock Plan
                           (Full title of the Plan)

                                 _____________

                                JAMES D. PRUETT
                           Senior Vice President and
                            Acting General Counsel
                            AmSouth Bancorporation
                           1400 AmSouth-Sonat Tower
                          Birmingham, Alabama  35203
                    (Name and address of agent for service)

                                (205) 581-7607
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE> 
<CAPTION> 
==================================================================================================================================
Title of Securities to be     Amount to be         Proposed Maximum               Proposed Maximum         Amount of Registration
      registered             Registered (1)    Offering Price Per Unit (1)    Aggregate Offering Price (1)          Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>               <C>                            <C>                          <C> 
Common Stock, $1.00 par 
value (and associated 
Preferred Stock Purchase
Rights).                        50,000                $31.625                        $1,581,250                   $545.26
==================================================================================================================================
</TABLE> 
(1)  Estimated only for the purpose of calculating the registration fee. 
Such estimates have been calculated in accordance with Rule 457(h) under the
Securities Act of 1933 and are based upon the average of the high and low
prices per share of the Registrant's Common Stock as reported by the Wall
Street Journal for New York Stock Exchange Composite Transactions on 
April 19, 1995.

                                      -1-
<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, 1994.

        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, 1994.

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

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

        All documents filed by the Registrant pursuant to Sections 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 shares of Common Stock being
registered is being provided by Carl L. Gorday, Counsel for AmSouth.  Mr.
Gorday has interests in the Common Stock  in an amount that is less than 1/100
of one percent of the outstanding shares of Common Stock.

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

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

                                      -2-
<PAGE>
 
arising under the Securities Act of 1933 may be permitted to directors,
officers, or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.


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

        Not Applicable.

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

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

        4.1     Form of AmSouth Bancorporation Director Restricted Stock Plan

        5       Opinion of Carl L. Gorday, Counsel of Registrant

        23.1    Consent of Ernst & Young LLP

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

        24      Powers of Attorney

Item 9. Undertakings.
- ------  ------------

         (a)    The undersigned Registrant hereby undertakes:

                (1)     To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                        (i)     To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                        (ii)    To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in the
Registration Statement; and

                        (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 (a)(i) and (a)(ii) do not apply if
the Registration Statement is on Form S-8 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 Securities and Exchange
Commission 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-
<PAGE>
 
                (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 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.

                                      -4-
<PAGE>
 
                                  SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 24th day of
April, 1995.


                                    AMSOUTH BANCORPORATION



                                     By:                    *
                                        ----------------------------------------
                                                      John W. Woods
                                         (Chairman of the Board, Chief Executive
                                                  Officer and A Director)

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of April 24, 1995.



         Signature                     Title                         Date
         ---------                     -----                         ----


             *              Chairman of the Board, Chief       April 24, 1995
- --------------------------  Executive Officer and a Director
      (John W. Woods)       (Principal Executive Officer)


             *              Senior Executive Vice President    April 24, 1995
- --------------------------  and Chief Financial Officer
    (Kristen M. Hudak)      (Principal Financial Officer)


             *              Executive Vice President and       April 24, 1995
- --------------------------  Controller (Principal Accounting
 (M. List Underwood, Jr.)   Officer)


                            A Director                        
- --------------------------
  (Barney B. Burks, Jr.)


             *              A Director                         April 24, 1995
- --------------------------
   (J. Harold Chandler)


             *              A Director                         April 24, 1995
- --------------------------
    (Joseph M. Farley)


             *              A Director                         April 24, 1995
- --------------------------
   (Rodney C. Gilbert)


             *              A Director                         April 24, 1995
- --------------------------
     (Donald E. Hess)


             *              A Director                         April 24, 1995
- --------------------------
  (Ronald L. Kuehn, Jr.)


                                      -5-
<PAGE>
 
             *              A Director                         April 24, 1995
- --------------------------
    (James R. Malone)


                            A Director                        
- --------------------------
   (Claude B. Nielsen)


             *              A Director                         April 24, 1995
- --------------------------
 (Z. Cartter Patten, III)


             *              A Director                         April 24, 1995
- --------------------------
   (Benjamin F. Payton)


             *              A Director and Officer             April 24, 1995
- --------------------------
     (C. Dowd Ritter)


                            A Director                        
- --------------------------
   (Herbert A. Sklenar)



By:  */s/ Carl L. Gorday
   -----------------------
         (Carl L. Gorday)
         Attorney-in-Fact

                                      -6-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15333}]
{"company-data": {"conformed-name": "AMSOUTH BANCORPORATION", "cik": "0000003133", "assigned-sic": "6022", "irs-number": "630591257", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58777", "film-number": "95530803"}, "business-address": {"street1": "1400 AMSOUTH SONAT TOWER", "city": "BIRMINGHAM", "state": "AL", "zip": "35203", "phone": "2053207151"}, "mail-address": {"street1": "1400 AMSOUTH SONAT TOWER", "city": "BRIMINGHAM", "state": "AL", "zip": "35288"}, "former-company": [{"former-conformed-name": "ALABAMA BANCORPORATION", "date-changed": "19810527"}, {"former-conformed-name": "FIRST BIRMINGHAM CORP", "date-changed": "19741107"}]}
As filed with the Securities and Exchange Commission on April ______, 1995

                                                Registration No. 33-____________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                 _____________

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

                                ______________

                            AMSOUTH BANCORPORATION
            (Exact name of registrant as specified in its charter)

         Delaware                                            63-0591257
(State or other jurisdiction of                           (I.R.S. employer   
incorporation or organization)                         identification number)

                           1400 AmSouth-Sonat Tower
                              Birmingham, Alabama                35203
                   (Address of Principal Executive Offices)   (Zip Code)

                            AmSouth Bancorporation
                        Director Restricted Stock Plan
                           (Full title of the Plan)

                                 _____________

                                JAMES D. PRUETT
                           Senior Vice President and
                            Acting General Counsel
                            AmSouth Bancorporation
                           1400 AmSouth-Sonat Tower
                          Birmingham, Alabama  35203
                    (Name and address of agent for service)

                                (205) 581-7607
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Title of Securities to be     Amount to be         Proposed Maximum               Proposed Maximum         Amount of Registration
      registered             Registered (1)    Offering Price Per Unit (1)    Aggregate Offering Price (1)          Fee
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par 
value (and associated 
Preferred Stock Purchase
Rights).                        50,000                $31.625                        $1,581,250                   $545.26
==================================================================================================================================
(1)  Estimated only for the purpose of calculating the registration fee. 
Such estimates have been calculated in accordance with Rule 457(h) under the
Securities Act of 1933 and are based upon the average of the high and low
prices per share of the Registrant's Common Stock as reported by the Wall
Street Journal for New York Stock Exchange Composite Transactions on 
April 19, 1995.

                                      -1-
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, 1994.

        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, 1994.

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

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

        All documents filed by the Registrant pursuant to Sections 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 shares of Common Stock being
registered is being provided by Carl L. Gorday, Counsel for AmSouth.  Mr.
Gorday has interests in the Common Stock  in an amount that is less than 1/100
of one percent of the outstanding shares of Common Stock.

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

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

                                      -2-
arising under the Securities Act of 1933 may be permitted to directors,
officers, or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.

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

        Not Applicable.

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

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

        4.1     Form of AmSouth Bancorporation Director Restricted Stock Plan

        5       Opinion of Carl L. Gorday, Counsel of Registrant

        23.1    Consent of Ernst & Young LLP

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

        24      Powers of Attorney

Item 9. Undertakings.
- ------  ------------

         (a)    The undersigned Registrant hereby undertakes:

                (1)     To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                        (i)     To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                        (ii)    To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in the
Registration Statement; and

                        (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 (a)(i) and (a)(ii) do not apply if
the Registration Statement is on Form S-8 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 Securities and Exchange
Commission 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-
(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 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.

                                      -4-
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 24th day of
April, 1995.

                                    AMSOUTH BANCORPORATION

                                     By:                    *
                                        ----------------------------------------
                                                      John W. Woods
                                         (Chairman of the Board, Chief Executive
                                                  Officer and A Director)

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of April 24, 1995.

         Signature                     Title                         Date
         ---------                     -----                         ----

             *              Chairman of the Board, Chief       April 24, 1995
- --------------------------  Executive Officer and a Director
      (John W. Woods)       (Principal Executive Officer)

             *              Senior Executive Vice President    April 24, 1995
- --------------------------  and Chief Financial Officer
    (Kristen M. Hudak)      (Principal Financial Officer)

             *              Executive Vice President and       April 24, 1995
- --------------------------  Controller (Principal Accounting
 (M. List Underwood, Jr.)   Officer)

                            A Director                        
- --------------------------
  (Barney B. Burks, Jr.)

             *              A Director                         April 24, 1995
- --------------------------
   (J. Harold Chandler)

             *              A Director                         April 24, 1995
- --------------------------
    (Joseph M. Farley)

             *              A Director                         April 24, 1995
- --------------------------
   (Rodney C. Gilbert)

             *              A Director                         April 24, 1995
- --------------------------
     (Donald E. Hess)

             *              A Director                         April 24, 1995
- --------------------------
  (Ronald L. Kuehn, Jr.)

                                      -5-
*              A Director                         April 24, 1995
- --------------------------
    (James R. Malone)

                            A Director                        
- --------------------------
   (Claude B. Nielsen)

             *              A Director                         April 24, 1995
- --------------------------
 (Z. Cartter Patten, III)

             *              A Director                         April 24, 1995
- --------------------------
   (Benjamin F. Payton)

             *              A Director and Officer             April 24, 1995
- --------------------------
     (C. Dowd Ritter)

                            A Director                        
- --------------------------
   (Herbert A. Sklenar)

By:  */s/ Carl L. Gorday
   -----------------------
         (Carl L. Gorday)
         Attorney-in-Fact

                                      -6-