<PAGE>  1
As filed with the Securities and Exchange Commission on October 26, 1999.
                           File No. 333-_____________

                       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 incorporation    (I.R.S. Employer Identification
 or organization)                                 Number)

              7130 GOODLETT FARMS PARKWAY,  MEMPHIS,  TENNESSEE  38018
       (Address, including zip code, of Principal Executive Offices)

 UNION PLANTERS CORPORATION 1998 STOCK INCENTIVE PLAN FOR OFFICERS AND EMPLOYEES
(AS AMENDED)
                            (Full Title of the Plan)

   E. James House, Jr.                               Copy To:
   Secretary and Manager of the Legal Department     Cynthia W. Young
   Union Planters Corporation                        Wyatt, Tarrant & Combs
   7130 Goodlett Farms Parkway                       2800 Citizens Plaza
   Memphis, Tennessee 38018                          Louisville, Kentucky  40202
   (901) 580-6596                                    (502) 589-5235
 (Name, address and telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
<S>                      <C>                      <C>                             <C>                       <C>

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------------------------------------------------------
                                                                                        Proposed
Title of securities to be      Amount to be          Proposed maximum of-           maximum aggregate           Amount of
        registered               registered       fering price per unit <F1>        offering price <F1>        registration fee
--------------------------------------------------------------------------------------------------------------------------------

Common Stock, $5.00           1,500,000 <F2>             $41.375                      $62,062,500              $17,263.38
par value (and associ
ated Preferred Share
Rights)
</TABLE>


<F1>     Determined  in  accordance  with  Rule  457(h),  the  registration  fee
         calculation  is based on the  average of the high and low prices of the
         Registrant's  Common Stock  reported on the New York Stock  Exchange on
         October 25, 1999.

<F2>     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  amount of Common  Stock to be
         registered  hereby  includes  1,500,000  shares of  Common  Stock to be
         issued  pursuant  to the  exercise of options  granted to officers  and
         employees  under the Union Planters  Corporation  1998 Stock  Incentive
         Plan for  Officers  and  Employees,  as amended;  plus such  additional
         shares  as may be  issued  pursuant  to  the  anti-dilution  provisions
         thereof  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").



<PAGE>  2



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  1998 Stock  Incentive  Plan for  Officers  and
Employees,  as amended  October 21, 1999 (the "Plan").  These  securities are in
addition to the securities registered on the Registration  Statement on Form S-8
(SEC No. 333-67301) previously filed by the Registrant on November 13, 1998, and
as to which a filing fee of $46,035.06 was paid. At that time,  3,500,000 shares
of Common Stock were  registered  for  issuance  under the Plan.  An  additional
1,500,000  shares of Common Stock were authorized for issuance under the Plan as
amended October 21, 1999, and these  additional  shares  represent the 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. 333-6701) are incorporated by reference into this Registration
Statement, subject to the following.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  constituting Part I of this Registration  Statement will
be  sent  or  given to participants in the Plan  as  specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended.

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following  documents  filed by Union Planters  Corporation
(the   "Registrant")   with  the   Securities  and  Exchange   Commission   (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"),  are  incorporated  herein by reference and deemed to be a part
hereof from the date of the filing of such documents:

                  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  Quarterly  Reports  on Form 10-Q for the
quarters  ended  March 31, 1999 and June 30, 1999 (filed May 11, 1999 and August
10, 1999, respectively);

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

                  4. 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;

                  5. 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

                  6.  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).


<PAGE>  3




`

                  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 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,
and owns shares and holds options to acquire shares of Common Stock.

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.
          Indemnification  of  corporate  directors  and  officers  is
          governed  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, fines, amounts paid in


<PAGE>  4



          settlement and  reasonable  expenses  (including  attorneys'
          fees) actually and necessarily incurred by him in connection
          with any  threatened  or pending suit or  proceeding  or any
          appeal  thereof  (other than an action by or in the right of
          the  corporation),  whether civil or criminal,  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  as a director or officer,  employee or agent of
          another  corporation  of  any  type  or  kind,  domestic  or
          foreign, if such director or officer acted in good faith for
          a purpose  which he  reasonably  believed  to be in the best
          interest of the  corporation  and,  in  criminal  actions or
          proceedings  only, in addition,  had no reasonable  cause to
          believe   that  his  conduct  was   unlawful.   A  Tennessee
          corporation may indemnify a director or officer thereof in a
          suit by or in the right of the  corporation  against amounts
          paid  in  settlement  and  reasonable  expenses,   including
          attorneys'  fees,  actually  and  necessarily  incurred as a
          result of such suit unless such  director or officer did not
          act in good faith or with the degree of diligence,  care and
          skill which  ordinary  prudent men  exercise  under  similar
          circumstances and in like positions.

          A person who has been  wholly  successful,  on the merits or
          otherwise,  in the defense of any of the foregoing  types of
          suits or proceedings is entitled to indemnification  for the
          foregoing   amounts.  A  person  who  has  not  been  wholly
          successful in any such suit or proceeding may be indemnified
          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) the Board of Directors  based
          upon the written  opinion of  independent  legal  counsel to
          such effect, or (iii) a vote of the shareholders.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         See Exhibit Index, 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;

                           (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 this Registration Statement;



<PAGE>  5



         Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) above 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 by the Registrant pursuant to Section 13 or Section 15(d)
         of the  Securities  Exchange  Act of  1934  that  are  incorporated  by
         reference in this 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
         being 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
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.




<PAGE>  6



                              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 Memphis, State of Tennessee, on the 21st day of
October, 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 as of the 21st day of October, 1999 in the capacities indicated.

NAME                                CAPACITY                          DATE

/s/BENJAMIN W. RAWLINGS, JR.Chairman of the Board, Chief        October 21, 1999
Benjamin W. Rawlins, Jr.    Executive Officer and Director
                            (Principal Executive Officer)

/s/ JACKSON W. MOORE        President, Chief Operating Officer  October 21, 1999
Jackson W. Moore            Chief Operating Officer and Director


/s/ JOHN W. PARKER          Executive Vice President and        October 21, 1999
John W. Parker              Chief Financial Officer
                            (Principal Financial Officer)

/s/ M. KIRK WALTERS         Senior Vice President, Treasurer    October 21, 1999
M. Kirk Walters             and Chief Accounting Officer


/s/ ALBERT M. AUSTIN                  Director                  October 21, 1999
Albert M. Austin


<PAGE>  7





/s/ GEORGE W. BRYAN                   Director                  October 21, 1999
George W. Bryan


/s/ JAMES E. HARWOOD                  Director                  October 21, 1999
James E. Harwood


/s/ C.E. HEILIGENSTEIN                Director                  October 21, 1999
C.E. Heiligenstein


/s/ CARL G. HOGAN                     Director                  October 21, 1999
Carl G. Hogan


/s/ S. LEE KLING                      Director                  October 21, 1999
S. Lee Kling


/s/ PARNELL S. LEWIS, JR.             Director                  October 21, 1999
Parnell S. Lewis, Jr.


/s/ C.J. LOWRANCE, III                Director                  October 21, 1999
C.J. Lowrance, III


/s/ V. LANE RAWLINS                   Director                  October 21, 1999
V. Lane Rawlins


/s/ DONALD F. SCHUPPE                 Director                  October 21, 1999
Donald F. Schuppe


/s/ DAVID M. THOMAS                   Director                  October 21, 1999
David M. Thomas


/s/ RICHARD A. TIPPEER, JR.           Director                  October 21, 1999
Richard A. Tippeer, Jr.


/s/ SPENCE L. WILSON                  Director                  October 21, 1999
Spence L. Wilson






<PAGE>  8




                             EXHIBIT INDEX
                                  TO
                  REGISTRATION STATEMENT ON FORM S-8

Exhibit Number                      Description

         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 (File No. 0-10160)

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

         23.2     Consent of PricewaterhouseCoopers LLP

         24.1     Power of Attorney (included on the signature page)

         99.1     Union Planters Corporation 1998 Stock Incentive Plan for
                  Officers and Employees (as amended October 21, 1999)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23837}]
{"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": "333-89719", "film-number": "99734202"}, "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 October 26, 1999.
                           File No. 333-_____________

                       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 incorporation    (I.R.S. Employer Identification
 or organization)                                 Number)

              7130 GOODLETT FARMS PARKWAY,  MEMPHIS,  TENNESSEE  38018
       (Address, including zip code, of Principal Executive Offices)

 UNION PLANTERS CORPORATION 1998 STOCK INCENTIVE PLAN FOR OFFICERS AND EMPLOYEES
(AS AMENDED)
                            (Full Title of the Plan)

   E. James House, Jr.                               Copy To:
   Secretary and Manager of the Legal Department     Cynthia W. Young
   Union Planters Corporation                        Wyatt, Tarrant & Combs
   7130 Goodlett Farms Parkway                       2800 Citizens Plaza
   Memphis, Tennessee 38018                          Louisville, Kentucky  40202
   (901) 580-6596                                    (502) 589-5235
 (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------------------------------------------------------
                                                                                        Proposed
Title of securities to be      Amount to be          Proposed maximum of-           maximum aggregate           Amount of
        registered               registered       fering price per unit
offering price
registration fee
--------------------------------------------------------------------------------------------------------------------------------

Common Stock, $5.00           1,500,000
$41.375                      $62,062,500              $17,263.38
par value (and associ
ated Preferred Share
Rights)
Determined  in  accordance  with  Rule  457(h),  the  registration  fee
         calculation  is based on the  average of the high and low prices of the
         Registrant's  Common Stock  reported on the New York Stock  Exchange on
         October 25, 1999.
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  amount of Common  Stock to be
         registered  hereby  includes  1,500,000  shares of  Common  Stock to be
         issued  pursuant  to the  exercise of options  granted to officers  and
         employees  under the Union Planters  Corporation  1998 Stock  Incentive
         Plan for  Officers  and  Employees,  as amended;  plus such  additional
         shares  as may be  issued  pursuant  to  the  anti-dilution  provisions
         thereof  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").
2

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  1998 Stock  Incentive  Plan for  Officers  and
Employees,  as amended  October 21, 1999 (the "Plan").  These  securities are in
addition to the securities registered on the Registration  Statement on Form S-8
(SEC No. 333-67301) previously filed by the Registrant on November 13, 1998, and
as to which a filing fee of $46,035.06 was paid. At that time,  3,500,000 shares
of Common Stock were  registered  for  issuance  under the Plan.  An  additional
1,500,000  shares of Common Stock were authorized for issuance under the Plan as
amended October 21, 1999, and these  additional  shares  represent the 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. 333-6701) are incorporated by reference into this Registration
Statement, subject to the following.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  constituting Part I of this Registration  Statement will
be  sent  or  given to participants in the Plan  as  specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended.

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following  documents  filed by Union Planters  Corporation
(the   "Registrant")   with  the   Securities  and  Exchange   Commission   (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"),  are  incorporated  herein by reference and deemed to be a part
hereof from the date of the filing of such documents:

                  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  Quarterly  Reports  on Form 10-Q for the
quarters  ended  March 31, 1999 and June 30, 1999 (filed May 11, 1999 and August
10, 1999, respectively);

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

                  4. 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;

                  5. 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

                  6.  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).
3

`

                  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 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,
and owns shares and holds options to acquire shares of Common Stock.

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.
          Indemnification  of  corporate  directors  and  officers  is
          governed  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, fines, amounts paid in
4

          settlement and  reasonable  expenses  (including  attorneys'
          fees) actually and necessarily incurred by him in connection
          with any  threatened  or pending suit or  proceeding  or any
          appeal  thereof  (other than an action by or in the right of
          the  corporation),  whether civil or criminal,  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  as a director or officer,  employee or agent of
          another  corporation  of  any  type  or  kind,  domestic  or
          foreign, if such director or officer acted in good faith for
          a purpose  which he  reasonably  believed  to be in the best
          interest of the  corporation  and,  in  criminal  actions or
          proceedings  only, in addition,  had no reasonable  cause to
          believe   that  his  conduct  was   unlawful.   A  Tennessee
          corporation may indemnify a director or officer thereof in a
          suit by or in the right of the  corporation  against amounts
          paid  in  settlement  and  reasonable  expenses,   including
          attorneys'  fees,  actually  and  necessarily  incurred as a
          result of such suit unless such  director or officer did not
          act in good faith or with the degree of diligence,  care and
          skill which  ordinary  prudent men  exercise  under  similar
          circumstances and in like positions.

          A person who has been  wholly  successful,  on the merits or
          otherwise,  in the defense of any of the foregoing  types of
          suits or proceedings is entitled to indemnification  for the
          foregoing   amounts.  A  person  who  has  not  been  wholly
          successful in any such suit or proceeding may be indemnified
          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) the Board of Directors  based
          upon the written  opinion of  independent  legal  counsel to
          such effect, or (iii) a vote of the shareholders.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         See Exhibit Index, 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;

                           (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 this Registration Statement;
5

         Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) above 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 by the Registrant pursuant to Section 13 or Section 15(d)
         of the  Securities  Exchange  Act of  1934  that  are  incorporated  by
         reference in this 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
         being 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
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.
6

                              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 Memphis, State of Tennessee, on the 21st day of
October, 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 as of the 21st day of October, 1999 in the capacities indicated.

NAME                                CAPACITY                          DATE

/s/BENJAMIN W. RAWLINGS, JR.Chairman of the Board, Chief        October 21, 1999
Benjamin W. Rawlins, Jr.    Executive Officer and Director
                            (Principal Executive Officer)

/s/ JACKSON W. MOORE        President, Chief Operating Officer  October 21, 1999
Jackson W. Moore            Chief Operating Officer and Director

/s/ JOHN W. PARKER          Executive Vice President and        October 21, 1999
John W. Parker              Chief Financial Officer
                            (Principal Financial Officer)

/s/ M. KIRK WALTERS         Senior Vice President, Treasurer    October 21, 1999
M. Kirk Walters             and Chief Accounting Officer

/s/ ALBERT M. AUSTIN                  Director                  October 21, 1999
Albert M. Austin
7

/s/ GEORGE W. BRYAN                   Director                  October 21, 1999
George W. Bryan

/s/ JAMES E. HARWOOD                  Director                  October 21, 1999
James E. Harwood

/s/ C.E. HEILIGENSTEIN                Director                  October 21, 1999
C.E. Heiligenstein

/s/ CARL G. HOGAN                     Director                  October 21, 1999
Carl G. Hogan

/s/ S. LEE KLING                      Director                  October 21, 1999
S. Lee Kling

/s/ PARNELL S. LEWIS, JR.             Director                  October 21, 1999
Parnell S. Lewis, Jr.

/s/ C.J. LOWRANCE, III                Director                  October 21, 1999
C.J. Lowrance, III

/s/ V. LANE RAWLINS                   Director                  October 21, 1999
V. Lane Rawlins

/s/ DONALD F. SCHUPPE                 Director                  October 21, 1999
Donald F. Schuppe

/s/ DAVID M. THOMAS                   Director                  October 21, 1999
David M. Thomas

/s/ RICHARD A. TIPPEER, JR.           Director                  October 21, 1999
Richard A. Tippeer, Jr.

/s/ SPENCE L. WILSON                  Director                  October 21, 1999
Spence L. Wilson
8

                             EXHIBIT INDEX
                                  TO
                  REGISTRATION STATEMENT ON FORM S-8

Exhibit Number                      Description

         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 (File No. 0-10160)

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

         23.2     Consent of PricewaterhouseCoopers LLP

         24.1     Power of Attorney (included on the signature page)

         99.1     Union Planters Corporation 1998 Stock Incentive Plan for
                  Officers and Employees (as amended October 21, 1999)