As filed with the Securities                       Registration No. 333-
and Exchange Commission on ___________, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


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

             UTAH                                          87-0227400
---------------------------------                     -------------------
  (State or other jurisdiction                         (I.R.S. Employer
 of incorporation or organization)                     Identification No.)


    ONE SOUTH MAIN, SUITE 1380
      SALT LAKE CITY, UTAH                                  84111
----------------------------------------                  ----------
  (Address of principal executive offices)                (Zip Code)


    Aspen Bancshares, Inc. 1993 Non-Qualified Stock Option Plan For Directors
             Aspen Bancshares, Inc. 1990 Incentive Stock Option Plan
    Vectra Banking Corporation Employees' Equity Incentive Stock Option Plan
      Vectra Banking Corporation Non-Employee Directors' Stock Option Plan
         Vectra Banking Corporation 1989 Non-Statutory Stock Option Plan
                         Second Amended and Restated 1988
                      Stock Option Plan of FP Bancorp, Inc.
         SBT Bankshares, Inc. 1995 Non-Qualified Stock Option Agreement
      The Commerce Bancorporation 1995 Restated Incentive Compensation Plan
               The Commerce Bancorporation 1987 Stock Option Plan
               --------------------------------------------------
                              (Full title of plans)

                                Harris H. Simmons
                      President and Chief Executive Officer
                              ZIONS BANCORPORATION
                           One South Main, Suite 1380
                           Salt Lake City, Utah 84111
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (801) 524-4787
          (Telephone number, including area code, of agent for service)


                                    Copy to:
                              Laurie S. Hart, Esq.
                         Callister Nebeker & McCullough
                          Gateway Tower East, Suite 900
                              10 East South Temple
                           Salt Lake City, Utah 84133
                                 (801) 530-7300
<TABLE>
<CAPTION>

=====================================================================================================
                                                 CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------
  Title of each                            Proposed maximum     Proposed maximum
class of securities         Amount to be    offering price      aggregate offering     Amount of
 to be registered           registered(1)      per unit               price         registration fee
----------------------------------------------------------------------------------------------------
<S>                           <C>          <C>                   <C>               <C>             
Common Stock,
No Par Value                      60,551(3)   $   13.62          $  824,705        $      229

<PAGE>

Common Stock,
No Par Value                      43,791(4)   $   11.07          $  484,766        $      135

Common Stock,
No Par Value                     131,687(5)   $   13.49          $1,776,458        $      494

Common Stock,
No Par Value                      15,410(6)   $   11.93          $  183,841        $       51

Common Stock,
No Par Value                      29,309(7)   $    6.42          $  188,164        $       52

Common Stock,
No Par Value                      79,183(8)   $   14.52          $1,149,737        $      320

Common Stock,
No Par Value                      95,174(9)   $    4.99          $  474,918        $      132

Common Stock,
No Par Value                     268,271(10)  $   17.45          $4,681,329        $    1,301

Common Stock,
No Par Value                       7,587(11)  $    8.75          $   66,386        $       18

    Total                        730,963                         $9,830,304        $    2,732

</TABLE>


(1)      Pursuant to Rule 416, this Registration  Statement is deemed to include
         additional  common stock  issuable  under the terms of the stock option
         plans to prevent dilution  resulting from any future share split, share
         dividends and similar transactions.

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(h)(1)  under the Securities Act of 1933 based on a
         weighted  average of the  exercise  price of options to purchase  Zions
         Bancorporation  common  stock  issued  under  each of the stock  option
         agreements.

(3)      Issuable pursuant to the Aspen  Bancshares,  Inc. 1993  Non-Qualified 
         Stock Option Plan for Directors.

(4)      Issuable pursuant to the Aspen Bancshares,  Inc. 1990 Incentive Stock
         Option Plan.

(5)      Issuable pursuant to the Vectra Banking Corporation  Employees' Equity
         Incentive Stock Option Plan.

(6)      Issuable  pursuant  to  the  Vectra  Banking  Corporation  Non-Employee
         Directors' Stock Option Plan.

(7)      Issuable pursuant to the Vectra Banking  Corporation 1989 Non-Statutory
         Stock Option Plan.

(8)      Issuable  pursuant to the Second  Amended and Restated 198 Stock Option
         Plan of FP Bancorp, Inc.

(9)      Issuable pursuant to the SBT Bankshares,  Inc. 1995 Non-Qualified Stock
         Option Agreement.

(10)     Issuable  pursuant  to  The  Commerce   Bancorporation   1995  Restated
         Incentive Compensation Plan.

(11)     Issuable  pursuant to The  Commerce  Bancorporation  1987 Stock  Option
         Plan.

         This  Registration  Statement  on Form  S-8 is  being  filed  by  Zions
Bancorporation, a Utah corporation ("Zions") with respect to:

          (a)   60,551  common shares,  no par value (the "Common  Shares"),  of
               Zions  issuable upon exercise of options  granted under the Aspen
               Bancshares,   Inc.  1993  Non-Qualified  Stock  Option  Plan  For
               Directors, and

               43,791  Common Shares  issuable upon exercise of options  granted
               under the 1990 Incentive  Stock Option Plan of Aspen  Bancshares,
               Inc. and  pursuant to the  Agreement  and Plan of  Reorganization
               between Zions and Aspen Bancshares, Inc. dated November 19, 1996,
               as amended on March 11, 1997;

          (b)  131,687 Common Shares  issuable upon exercise of options  granted
               under the Vectra Banking Corporation  Employees' Equity Incentive
               Stock Option Plan,

<PAGE>

               15,410  Common Shares  issuable upon exercise of options  granted
               under the  Vectra  Banking  Corporation  Non-Employee  Directors'
               Stock Option Plan, and

               29,309  Common Shares  issuable upon exercise of options  granted
               under the Vectra Banking  Corporation  1989  Non-Statutory  Stock
               Option  Plan and  pursuant  to the  Agreement  and Plan of Merger
               between Zions and Vectra Banking Corp. dated September 23, 1997;

         (c)   79,183  Common Shares  issuable upon exercise of options  granted
               under the Second  Amended and Restated  1988 Stock Option Plan of
               FP Bancorp,  Inc.  (formerly known as ENB Holding  Company) dated
               January 1, 1988,  as amended,  and pursuant to the  Agreement and
               Plan of Merger  dated  December 29,  1997,  between  Zions and FP
               Bancorp, Inc.;

         (d)   95,174  Common Shares  issuable upon exercise of options  granted
               under  the  SBT  Bankshares,   Inc.  Non-Qualified  Stock  Option
               Agreement  dated April 17, 1995, as amended,  and pursuant to the
               Agreement  and Plan of  Reorganization  dated  December 19, 1997,
               among  Zions,  Val  Cor  Bancorporation,   Inc.,  a  wholly-owned
               subsidiary of Zions,  SBT Bankshares,  Inc., State Bank and Trust
               of Colorado Springs, and Bank Colorado; and
         
         (e)   268,271 Common Shares  issuable upon exercise of options  granted
               under  The  Commerce   Bancorporation   1995  Restated  Incentive
               Compensation  Plan dated  November 9, 1995,  and  pursuant to the
               Agreement  and  Plan  of  Reorganization  between  Zions  and The
               Commerce Bancorporation, dated May 13, 1998; and

               7,587 Common Shares  issuable  upon  exercise of options  granted
               under The Commerce Bancorporation's 1987 Stock Option Plan, dated
               October 23, 1987, as amended.


         The Exhibit Index appears after the Signature Page of this Registration
Statement.

                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUSES

Item I.  Plan Information.*

Item II. Registrant Information and Employee Plan Annual Information.*

         *  Information  required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Introductory Note to Part I of Form S-8.


                                     PART II

Item 3.  Incorporation of Certain Documents by Reference

         The following  documents  previously filed by Zions with the Commission
are incorporated by reference in this registration statement:

         o        Zions' Annual Report on Form 10-K for the year ended December
                  31, 1997;
         o        Zions'  Quarterly  Reports on Form 10-Q for the quarters ended
                  March 31, 1998, June 30, 1998 and September 30, 1998;
         o        Zions' Current  Reports on Form 8-K filed by Zions on February
                  6, 1998,  April 3, 1998, April 15, 1998, May 18, 1998, May 27,
                  1998 (Form 8-K/A), and October 14, 1998;
         o        the  description  of Zions Common Shares which is contained in
                  Zions' registration statement on Form 10, and any amendment or
                  report filed to update such description; and
         o        the  description  of the Zions Rights Plan contained in Zions'
                  registration statement on Form 8-A dated October 10, 1996, and
                  any amendment or report filed to update such description.

         All documents  subsequently  filed by Zions pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment that indicates that all securities offered have been


<PAGE>

sold or that 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 of such documents.  Any statement  contained in a
document  incorporated or deemed to be 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  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such  statement.  Any 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

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         The  Articles of  Incorporation  of Zions  provide  that no director of
Zions will be personally  liable to Zions or its  shareholders for money damages
for any breach of fiduciary  duty by such  director  while acting as a director,
except for liability:

         (1)      for any breach of the director's duty of loyalty to Zions or 
                  its shareholders;

         (2)      for acts of  omissions  not in good  faith  or  which  involve
                  intentional misconduct or knowing violation of the law; or

         (3)      for any  transaction  from which the director  obtained an 
                  improper personal benefit.

         Part 9 of the Utah Revised Business  Corporation Act (the  "Corporation
Act")  contains  provisions   entitling  directors  and  officers  of  Zions  to
indemnification under certain conditions from judgments,  fines, amounts paid in
settlement, and reasonable expenses, including attorneys' fees, as the result of
an action or  proceeding  in which  they may be  involved  by reason of being or
having  been  a  director  or  officer  of  Zions.   Indemnification  under  the
Corporation  Act is  generally  permissible  if the  conduct of the  director or
officer was in good faith and the director or officer  reasonably  believed that
his conduct was in, or not opposed to, Zions' best interests, and, in a criminal
case,  that the  director  or officer  had no  reasonable  cause to believe  his
conduct was  unlawful.  Such  indemnification  would not be permitted  under the
Corporation  Act in connection  with a proceeding by or in the right of Zions in
which the director or officer was  adjudged  liable to Zions,  or in  connection
with any other  proceeding in which the officer or director was adjudged  liable
on the basis that he obtained an improper personal benefit.

         Mandatory  indemnification  is required under the Corporation Act for a
director  or  officer  who is  successful,  on the merits or  otherwise,  in the
defense of any  proceeding,  or any claim,  issue or matter in a proceeding,  to
which he was a party  because he is or was an officer or  director  of Zions.  A
court may order  indemnification where mandatory under the Corporation Act or if
the court  determines  that the  officer or  director  is fairly and  reasonably
entitled to indemnification in view of all relevant circumstances and regardless
of whether the officer or director met the applicable standard of conduct or was
adjudged  liable to Zions or  adjudged  liable on the basis  that he  derived an
improper personal benefit.

         Payment of expenses for officers and  directors is permitted in advance
of a final  disposition  of a proceeding  on certain  conditions,  including the
furnishing of written  affirmation  by the officer or director of his good faith
belief that he has met the applicable  standard of conduct,  the furnishing of a
written  agreement to repay the advance if the officer or director is ultimately
determined  not  to  have  met  the  applicable  standard  of  conduct,   and  a
determination  is made that the  facts  then  known to the  persons  making  the
determination would not preclude indemnification under the Corporation Act. This
determination is to be made either by the Board of Directors, a committee of the
Board of Directors,  special counsel, or the shareholders,  under conditions and
procedures  generally designed to assure the independence of the body making the
determination.

<PAGE>

         Zions maintains  officers' and directors'  indemnity  insurance against
expenses of  defending  claims or payment of amounts  arising out of  good-faith
conduct  believed by the officer or director to be in or not opposed to the best
interests of Zions.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling Zions
pursuant to the foregoing  arrangements,  Zions 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

         Does not apply.

Item 8.  Exhibits

The  following  is a list  of  exhibits  filed  as  part  of  this  Registration
Statement:

              Exhibit No.
         (Per Regulation S-K,
            Exhibit Table)            Exhibit - Description and Method of Filing
--------------------------------------------------------------------------------
                  4.1                  Restated  Articles  of  Incorporation  of
                                       Zions  Bancorporation  dated  November 8,
                                       1993, and filed with the Utah Division of
                                       Corporations   and  Commercial   Code  on
                                       November   9,   1993   (incorporated   by
                                       reference  to Exhibit  3.1 to Zions' Form
                                       S-4  Registration  Statement,   File  No.
                                       33-51145, filed on November 22, 1993)
                  4.2                  Restated Bylaws of Zions  Bancorporation,
                                       dated November 8, 1993  (incorporated  by
                                       reference  to Exhibit  3.2 to Zions' Form
                                       S-4  Registration  Statement,   File  No.
                                       33-51145, filed November 22, 1993)
                  4.3                  Amendment to the Restated Bylaws of Zions
                                       Bancorporation,  dated September 18, 1998
                                       (incorporated  by  reference to Exhibit 3
                                       to Zions'  Quarterly  Report on Form 10-Q
                                       for the quarter ended September 30, 1998,
                                       File No. 0-02610)
                  4.4                  Articles  of  Amendment  to the  Restated
                                       Articles   of   Incorporation   of  Zions
                                       Bancorporation  dated  April 30, 1997 and
                                       filed   with   the   Utah   Division   of
                                       Corporations  and Commercial  Code on May
                                       2, 1997  (incorporated  by  reference  to
                                       Exhibit  3.1  of  Zions  Bancorporation's
                                       Quarterly  Report  on Form  10-Q  for the
                                       quarter  ended  June 30,  1997,  File No.
                                       0-2610.)
                  4.5                  Articles  of  Amendment  to the  Restated
                                       Articles   of   Incorporation   of  Zions
                                       Bancorporation  dated  April 24, 1998 and
                                       filed   with   the   Utah   Division   of
                                       Corporations and Commercial Code on April
                                       27, 1997  (incorporated  by  reference to
                                       Exhibit   3  of  Zions   Bancorporation's
                                       Quarterly  Report  on Form  10-Q  for the
                                       quarter ended  September  30, 1998,  File
                                       No. 0-02610.)
                  4.6                  Shareholder  Protection Rights Agreement,
                                       dated as of September  27, 1996,  between
                                       Zions   Bancorporation  and  Zions  First
                                       National    Bank    as    Rights    Agent
                                       (incorporated  by  reference to Exhibit 1
                                       to Zions'  Form 8-K,  filed  October  12,
                                       1996)
                  4.7                  Aspen Bancshares, Inc. 1993 Non-Qualified
                                       Stock    Option   Plan   for    Directors
                                       (incorporated  by  reference  to  Exhibit
                                       10.4 of Aspen  Bancshares,  Inc.'s Annual
                                       Report  on Form  10-K for the year  ended
                                       December 31, 1996, File No. 0-19376.
                  4.8                  Aspen  Bancshares,  Inc.  1990  Incentive
                                       Stock   Option  Plan   (incorporated   by
                                       reference   to  Exhibit   10.3  of  Aspen
                                       Bancshares,  Inc.'s Annual Report on Form
                                       10-K  for the  year  ended  December  31,
                                       1996, File No. 0-19376.
                  4.9                  Vectra  Banking  Corporation   Employees'
                                       Equity   Incentive   Stock   Option  Plan
                                       (incorporated  by  reference  to  Exhibit
                                       10.1 of Vectra Banking Corporation's SB-2
                                       Registration    Statement,    File    No.
                                       33-74724, effective March 23, 1994)
<PAGE>

                 4.10                  Vectra Banking  Corporation  Non-Employee
                                       Directors'      Stock     Option     Plan
                                       (incorporated  by  reference  to  Exhibit
                                       10.2 of Vectra Banking Corporation's SB-2
                                       Registration    Statement,    File    No.
                                       33-74724, effective March 23, 1994)
                 4.11                  Vectra    Banking     Corporation    1989
                                       Non-Statutory     Stock    Option    Plan
                                       (incorporated  by  reference  to  Exhibit
                                       10.3 of Vectra Banking Corporation's SB-2
                                       Registration    Statement,    File    No.
                                       33-74724, effective March 23, 1994)
                 4.12                  Second  Amended and  Restated  1988 Stock
                                       Option Plan of FP Bancorp, Inc. (formerly
                                       known as ENB Holding Company), as amended
                                       on  November  23, 1993 and March 22, 1994
                                       (incorporated by reference to Exhibit 4.1
                                       of  ENB   Holding   Company's   Form  S-8
                                       Registration  Statement,  filed April 26,
                                       1994, File No. 33-32788)
                 4.13                  SBT Bankshares,  Inc. 1995  Non-Qualified
                                       Stock Option Agreement - filed herewith
                 4.14                  First  Amendment  to the SBT  Bankshares,
                                       Inc.  1995  Non-Qualified   Stock  Option
                                       Agreement - filed herewith
                 4.15                  The Commerce Bancorporation 1995 Restated
                                       Incentive   Compensation   Plan  -  filed
                                       herewith
                 4.16                  The  Commerce  Bancorporation  1987 Stock
                                       Option Plan - filed  herewith 

                 5.1                   Opinion of Callister Nebeker & McCullough
                                       Regarding Legality - filed herewith
                 23.1                  Consent   of  KPMG  Peat   Marwick   LLP,
                                       Independent Auditors filed herewith
                 23.2                  Consent of Callister Nebeker & McCullough
                                       (included in Exhibit 5.1)
                 24.1                  Power of Attorney (see signature page)

Item 9.  Undertakings

Zions hereby undertakes:

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

         (b)      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.
<PAGE>

         (c)      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.

(2)      Zions hereby undertakes that, for purposes of determining any liability
         under the Securities  Act of 1933,  each filing of Zions' 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 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.

(3)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of Zions  pursuant to the foregoing  provisions,  or otherwise,
         Zions  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  Zions of  expenses  incurred  or paid by a  director,
         officer or controlling person of Zions 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,
         Zions  will,  unless in the  opinion of its counsel the matter has been
         settled by the 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>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,  Zions  (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 Salt Lake, State of Utah, on the 3rd day of December
1998.

                                                 ZIONS BANCORPORATION


                                                 By:/S/ Harris H. Simmons   
                                                    ---------------------
                                                 Harris H. Simmons, President
                                                 and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints  Harris H. Simmons and Dale M.  Gibbons,  and each of them,  his or her
true and lawful  attorneys-in-fact  and agents, with full powers of substitution
and  resubstitution  for  him in his  name,  place,  and  stead,  in any and all
capacities to sign any and all  pre-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  under the
Securities Act of 1933.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the 3rd day of December 1998.


/S/ Harris H. Simmons      President, Chief Executive          December 3, 1998
---------------------      Officer and Director
Harris H. Simmons          

/S/ Dale M. Gibbons        Executive Vice President            December 3, 1998
---------------------      and Chief Financial Officer
Dale M. Gibbons                                      

/S/ Nolan X. Bellon        Senior Vice President               December 3, 1998
---------------------      and Controller
Nolan X. Bellon                 

/S/ Roy W. Simmons         Chairman and Director               December 3, 1998
---------------------
Roy W. Simmons

/S/ Jerry C. Atkin         Director                            December 3, 1998
---------------------
Jerry C. Atkin

/S/ R.D. Cash              Director                            December 3, 1998
---------------------
R.D. Cash

/S/ L.E. Simmons           Director                            December 3, 1998
---------------------
L.E. Simmons

/S/ Grant R. Caldwell     Director                             December 3, 1998
---------------------
Grant R. Caldwell

/S/ I.J. Wagner           Director                             December 3, 1998
---------------------
I.J. Wagner

/S/ Roger B. Porter       Director                             December 3, 1998
---------------------
Roger B. Porter

/S/ Richard H. Madsen     Director                             December 3, 1998
---------------------
Richard H. Madsen

<PAGE>

/S/ Robert G. Sarver      Director                             December 3, 1998
---------------------
Robert G. Sarver

/S/ Shelley Thomas        Director                             December 3, 1998
---------------------
Shelley Thomas

<PAGE>

                                  EXHIBIT INDEX

                              ZIONS BANCORPORATION
    Aspen Bancshares, Inc. 1993 Non-Qualified Stock Option Plan For Directors
             Aspen Bancshares, Inc. 1990 Incentive Stock Option Plan
    Vectra Banking Corporation Employees' Equity Incentive Stock Option Plan
      Vectra Banking Corporation Non-Employee Directors' Stock Option Plan
               Vectra Banking Corporation 1989 Non-Statutory Stock
            Option Plan Second Amended and Restated 1988 Stock Option
                            Plan of FP Bancorp, Inc.
         SBT Bankshares, Inc. 1995 Non-Qualified Stock Option Agreement
      The Commerce Bancorporation 1995 Restated Incentive Compensation Plan
               The Commerce Bancorporation 1987 Stock Option Plan
<TABLE>
<CAPTION>

                                    FORM S-8
         Exhibit No.
    (Per Regulation S-K,                                                                             Sequentially
       Exhibit Table)                                      Exhibit                                  Numbered Page
-----------------------------------------------------------------------------------------------------------------------
<S>          <C>               <C>                                                                        <C>              
             4.1               Restated Articles of Incorporation of Zions                                *
                               Bancorporation dated November 8, 1993, and
                               filed with the Utah Division of Corporations and
                               Commercial Code on November 9, 1993
                               (incorporated by reference to Exhibit 3.1 to
                               Zions' Form S-4 Registration Statement, File No.
                               33-51145, filed on November 22, 1993)

             4.2               Restated Bylaws of Zions Bancorporation, dated                             *
                               November 8, 1993 (incorporated by reference to
                               Exhibit 3.2 to Zions' Form S-4 Registration
                               Statement, File No. 33-51145, filed November
                               22, 1993)

             4.3               Amendment to the Restated Bylaws of Zions                                  *
                               Bancorporation, dated September 18, 1998
                               (incorporated by reference to Exhibit 3 to Zions'
                               Quarterly Report on Form 10-Q for the quarter
                               ended September 30, 1998, File No. 0-02610)

             4.4               Articles of Amendment to the Restated Articles of                          *
                               Incorporation of Zions Bancorporation dated April
                               30, 1997 and filed with the Utah Division of
                               Corporations  and Commercial  Code on May 2, 1997
                               (incorporated  by  reference  to  Exhibit  3.1 of
                               Zions  Bancorporation's  Quarterly Report on Form
                               10-Q for the quarter ended June 30, 1997, File
                               No. 0-2610.



<PAGE>

         Exhibit No.
    (Per Regulation S-K,                                                                             Sequentially
       Exhibit Table)                                      Exhibit                                  Numbered Page
-----------------------------------------------------------------------------------------------------------------------

             4.5               Articles of Amendment to the Restated Articles of                          *
                               Incorporation of Zions Bancorporation dated April
                               24, 1998 and filed with the Utah Division of
                               Corporations and Commercial Code on April 27,
                               1998 (incorporated by reference to Exhibit 3 of
                               Zions Bancorporation's Quarterly Report on Form
                               10-Q for the quarter ended September 30, 1998,
                               File No. 0-02610.

             4.6               Shareholder Protection Rights Agreement, dated                             *
                               as of September 27, 1996, between Zions
                               Bancorporation and Zions First National Bank as
                               Rights Agent (incorporated by reference to Exhibit
                               1 to Zions' Form 8-K, filed October 12, 1996)

             4.7               Aspen Bancshares, Inc. 1993 Non-Qualified Stock                            *
                               Option Plan for Directors (incorporated by
                               reference to Exhibit 10.4 of Aspen Bancshares,
                               Inc.'s Annual Report on Form 10-K for the year
                               ended December 31, 1996, File No. 0-19376.

             4.8               Aspen Bancshares, Inc. 1990 Incentive Stock                                *
                               Option Plan (incorporated by reference to Exhibit
                               10.3 of Aspen Bancshares, Inc.'s Annual Report on
                               Form 10-K for the year ended December 31,
                               1996, File No. 0-19376.

             4.9               Vectra Banking Corporation Employees' Equity                               *
                               Incentive Stock Option Plan (incorporated by
                               reference to Exhibit 10.1 of Vectra Banking
                               Corporation's SB-2 Registration Statement, File
                               No. 33-74724, effective March 23, 1994)

            4.10               Vectra Banking Corporation Non-Employee                                    *
                               Directors' Stock Option Plan (incorporated by
                               reference to Exhibit 10.2 of Vectra Banking
                               Corporation's SB-2 Registration Statement, File
                               No. 33-74724, effective March 23, 1994)

            4.11               Vectra Banking Corporation 1989 Non-Statutory                              *
                               Stock Option Plan (incorporated by reference to
                               Exhibit 10.3 of Vectra Banking Corporation's SB-
                               2 Registration Statement, File No. 33-74724,
                               effective March 23, 1994)



<PAGE>

         Exhibit No.
    (Per Regulation S-K,                                                                             Sequentially
       Exhibit Table)                                      Exhibit                                  Numbered Page
-----------------------------------------------------------------------------------------------------------------------

            4.12               Second Amended and restated 1988 Stock Option                              *
                               Plan of FP Bancorp, Inc. (formerly known as
                               ENB Holding Company), as amended on
                               November 23, 1993 and March 22, 1994
                               (incorporated by reference to Exhibit 4.1 of ENB
                               Holding Company's Form S-8 Registration
                               Statement, filed April 26, 1994, File No. 33-
                               32788)

            4.13               SBT Bankshares, Inc. 1995 Non-Qualified Stock
                               Option Agreement - filed herewith

            4.14               First Amendment to the SBT Bankshares, Inc.
                               1995 Non-Qualified Stock Option Plan - filed
                               herewith

            4.15               The Commerce Bancorporation 1995 Restated
                               Incentive Compensation Plan - filed herewith

            4.16               The Commerce Bancorporation 1987 Stock Option
                               Plan - filed herewith

             5.1               Opinion of Callister Nebeker & McCullough
                               Regarding Legality - filed herewith

            23.1               Consent of KPMG Peat Marwick LLP,
                               Independent Auditors - filed herewith

            23.2               Consent of Callister Nebeker & McCullough                                  *
                               (included in Exhibit 5.1)

            24.1               Power of Attorney (see signature page)                                     *

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "ZIONS BANCORPORATION REGISTRATION STATEMENT", "secsgml_size_bytes": 41449}]
{"company-data": {"conformed-name": "ZIONS BANCORPORATION /UT/", "cik": "0000109380", "assigned-sic": "6021", "irs-number": "870227400", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68461", "film-number": "98764737"}, "business-address": {"street1": "ONE SOUTH MAIN STREET", "street2": "SUITE 1380", "city": "SALT LAKE CITY", "state": "UT", "zip": "84111", "phone": "8015244787"}, "mail-address": {"street1": "ONE SOUTH MAIN STREET", "street2": "SUITE 1380", "city": "SALT LAKE CITY", "state": "UT", "zip": "84111"}, "former-company": [{"former-conformed-name": "ZIONS UTAH BANCORPORATION", "date-changed": "19870615"}, {"former-conformed-name": "ZIONS FIRST NATIONAL INVESTMENT CO", "date-changed": "19660921"}]}
As filed with the Securities                       Registration No. 333-
and Exchange Commission on ___________, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

             UTAH                                          87-0227400
---------------------------------                     -------------------
  (State or other jurisdiction                         (I.R.S. Employer
 of incorporation or organization)                     Identification No.)

    ONE SOUTH MAIN, SUITE 1380
      SALT LAKE CITY, UTAH                                  84111
----------------------------------------                  ----------
  (Address of principal executive offices)                (Zip Code)

    Aspen Bancshares, Inc. 1993 Non-Qualified Stock Option Plan For Directors
             Aspen Bancshares, Inc. 1990 Incentive Stock Option Plan
    Vectra Banking Corporation Employees' Equity Incentive Stock Option Plan
      Vectra Banking Corporation Non-Employee Directors' Stock Option Plan
         Vectra Banking Corporation 1989 Non-Statutory Stock Option Plan
                         Second Amended and Restated 1988
                      Stock Option Plan of FP Bancorp, Inc.
         SBT Bankshares, Inc. 1995 Non-Qualified Stock Option Agreement
      The Commerce Bancorporation 1995 Restated Incentive Compensation Plan
               The Commerce Bancorporation 1987 Stock Option Plan
               --------------------------------------------------
                              (Full title of plans)

                                Harris H. Simmons
                      President and Chief Executive Officer
                              ZIONS BANCORPORATION
                           One South Main, Suite 1380
                           Salt Lake City, Utah 84111
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (801) 524-4787
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              Laurie S. Hart, Esq.
                         Callister Nebeker & McCullough
                          Gateway Tower East, Suite 900
                              10 East South Temple
                           Salt Lake City, Utah 84133
                                 (801) 530-7300
=====================================================================================================
                                                 CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------
  Title of each                            Proposed maximum     Proposed maximum
class of securities         Amount to be    offering price      aggregate offering     Amount of
 to be registered           registered(1)      per unit               price         registration fee
----------------------------------------------------------------------------------------------------
Common Stock,
No Par Value                      60,551(3)   $   13.62          $  824,705        $      229
Common Stock,
No Par Value                      43,791(4)   $   11.07          $  484,766        $      135

Common Stock,
No Par Value                     131,687(5)   $   13.49          $1,776,458        $      494

Common Stock,
No Par Value                      15,410(6)   $   11.93          $  183,841        $       51

Common Stock,
No Par Value                      29,309(7)   $    6.42          $  188,164        $       52

Common Stock,
No Par Value                      79,183(8)   $   14.52          $1,149,737        $      320

Common Stock,
No Par Value                      95,174(9)   $    4.99          $  474,918        $      132

Common Stock,
No Par Value                     268,271(10)  $   17.45          $4,681,329        $    1,301

Common Stock,
No Par Value                       7,587(11)  $    8.75          $   66,386        $       18

    Total                        730,963                         $9,830,304        $    2,732
(1)      Pursuant to Rule 416, this Registration  Statement is deemed to include
         additional  common stock  issuable  under the terms of the stock option
         plans to prevent dilution  resulting from any future share split, share
         dividends and similar transactions.

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(h)(1)  under the Securities Act of 1933 based on a
         weighted  average of the  exercise  price of options to purchase  Zions
         Bancorporation  common  stock  issued  under  each of the stock  option
         agreements.

(3)      Issuable pursuant to the Aspen  Bancshares,  Inc. 1993  Non-Qualified 
         Stock Option Plan for Directors.

(4)      Issuable pursuant to the Aspen Bancshares,  Inc. 1990 Incentive Stock
         Option Plan.

(5)      Issuable pursuant to the Vectra Banking Corporation  Employees' Equity
         Incentive Stock Option Plan.

(6)      Issuable  pursuant  to  the  Vectra  Banking  Corporation  Non-Employee
         Directors' Stock Option Plan.

(7)      Issuable pursuant to the Vectra Banking  Corporation 1989 Non-Statutory
         Stock Option Plan.

(8)      Issuable  pursuant to the Second  Amended and Restated 198 Stock Option
         Plan of FP Bancorp, Inc.

(9)      Issuable pursuant to the SBT Bankshares,  Inc. 1995 Non-Qualified Stock
         Option Agreement.

(10)     Issuable  pursuant  to  The  Commerce   Bancorporation   1995  Restated
         Incentive Compensation Plan.

(11)     Issuable  pursuant to The  Commerce  Bancorporation  1987 Stock  Option
         Plan.

         This  Registration  Statement  on Form  S-8 is  being  filed  by  Zions
Bancorporation, a Utah corporation ("Zions") with respect to:

          (a)   60,551  common shares,  no par value (the "Common  Shares"),  of
               Zions  issuable upon exercise of options  granted under the Aspen
               Bancshares,   Inc.  1993  Non-Qualified  Stock  Option  Plan  For
               Directors, and

               43,791  Common Shares  issuable upon exercise of options  granted
               under the 1990 Incentive  Stock Option Plan of Aspen  Bancshares,
               Inc. and  pursuant to the  Agreement  and Plan of  Reorganization
               between Zions and Aspen Bancshares, Inc. dated November 19, 1996,
               as amended on March 11, 1997;

          (b)  131,687 Common Shares  issuable upon exercise of options  granted
               under the Vectra Banking Corporation  Employees' Equity Incentive
               Stock Option Plan,
15,410  Common Shares  issuable upon exercise of options  granted
               under the  Vectra  Banking  Corporation  Non-Employee  Directors'
               Stock Option Plan, and

               29,309  Common Shares  issuable upon exercise of options  granted
               under the Vectra Banking  Corporation  1989  Non-Statutory  Stock
               Option  Plan and  pursuant  to the  Agreement  and Plan of Merger
               between Zions and Vectra Banking Corp. dated September 23, 1997;

         (c)   79,183  Common Shares  issuable upon exercise of options  granted
               under the Second  Amended and Restated  1988 Stock Option Plan of
               FP Bancorp,  Inc.  (formerly known as ENB Holding  Company) dated
               January 1, 1988,  as amended,  and pursuant to the  Agreement and
               Plan of Merger  dated  December 29,  1997,  between  Zions and FP
               Bancorp, Inc.;

         (d)   95,174  Common Shares  issuable upon exercise of options  granted
               under  the  SBT  Bankshares,   Inc.  Non-Qualified  Stock  Option
               Agreement  dated April 17, 1995, as amended,  and pursuant to the
               Agreement  and Plan of  Reorganization  dated  December 19, 1997,
               among  Zions,  Val  Cor  Bancorporation,   Inc.,  a  wholly-owned
               subsidiary of Zions,  SBT Bankshares,  Inc., State Bank and Trust
               of Colorado Springs, and Bank Colorado; and
         
         (e)   268,271 Common Shares  issuable upon exercise of options  granted
               under  The  Commerce   Bancorporation   1995  Restated  Incentive
               Compensation  Plan dated  November 9, 1995,  and  pursuant to the
               Agreement  and  Plan  of  Reorganization  between  Zions  and The
               Commerce Bancorporation, dated May 13, 1998; and

               7,587 Common Shares  issuable  upon  exercise of options  granted
               under The Commerce Bancorporation's 1987 Stock Option Plan, dated
               October 23, 1987, as amended.

         The Exhibit Index appears after the Signature Page of this Registration
Statement.

                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUSES

Item I.  Plan Information.*

Item II. Registrant Information and Employee Plan Annual Information.*

         *  Information  required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Introductory Note to Part I of Form S-8.

                                     PART II

Item 3.  Incorporation of Certain Documents by Reference

         The following  documents  previously filed by Zions with the Commission
are incorporated by reference in this registration statement:

         o        Zions' Annual Report on Form 10-K for the year ended December
                  31, 1997;
         o        Zions'  Quarterly  Reports on Form 10-Q for the quarters ended
                  March 31, 1998, June 30, 1998 and September 30, 1998;
         o        Zions' Current  Reports on Form 8-K filed by Zions on February
                  6, 1998,  April 3, 1998, April 15, 1998, May 18, 1998, May 27,
                  1998 (Form 8-K/A), and October 14, 1998;
         o        the  description  of Zions Common Shares which is contained in
                  Zions' registration statement on Form 10, and any amendment or
                  report filed to update such description; and
         o        the  description  of the Zions Rights Plan contained in Zions'
                  registration statement on Form 8-A dated October 10, 1996, and
                  any amendment or report filed to update such description.

         All documents  subsequently  filed by Zions pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment that indicates that all securities offered have been
sold or that 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 of such documents.  Any statement  contained in a
document  incorporated or deemed to be 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  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such  statement.  Any 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

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         The  Articles of  Incorporation  of Zions  provide  that no director of
Zions will be personally  liable to Zions or its  shareholders for money damages
for any breach of fiduciary  duty by such  director  while acting as a director,
except for liability:

         (1)      for any breach of the director's duty of loyalty to Zions or 
                  its shareholders;

         (2)      for acts of  omissions  not in good  faith  or  which  involve
                  intentional misconduct or knowing violation of the law; or

         (3)      for any  transaction  from which the director  obtained an 
                  improper personal benefit.

         Part 9 of the Utah Revised Business  Corporation Act (the  "Corporation
Act")  contains  provisions   entitling  directors  and  officers  of  Zions  to
indemnification under certain conditions from judgments,  fines, amounts paid in
settlement, and reasonable expenses, including attorneys' fees, as the result of
an action or  proceeding  in which  they may be  involved  by reason of being or
having  been  a  director  or  officer  of  Zions.   Indemnification  under  the
Corporation  Act is  generally  permissible  if the  conduct of the  director or
officer was in good faith and the director or officer  reasonably  believed that
his conduct was in, or not opposed to, Zions' best interests, and, in a criminal
case,  that the  director  or officer  had no  reasonable  cause to believe  his
conduct was  unlawful.  Such  indemnification  would not be permitted  under the
Corporation  Act in connection  with a proceeding by or in the right of Zions in
which the director or officer was  adjudged  liable to Zions,  or in  connection
with any other  proceeding in which the officer or director was adjudged  liable
on the basis that he obtained an improper personal benefit.

         Mandatory  indemnification  is required under the Corporation Act for a
director  or  officer  who is  successful,  on the merits or  otherwise,  in the
defense of any  proceeding,  or any claim,  issue or matter in a proceeding,  to
which he was a party  because he is or was an officer or  director  of Zions.  A
court may order  indemnification where mandatory under the Corporation Act or if
the court  determines  that the  officer or  director  is fairly and  reasonably
entitled to indemnification in view of all relevant circumstances and regardless
of whether the officer or director met the applicable standard of conduct or was
adjudged  liable to Zions or  adjudged  liable on the basis  that he  derived an
improper personal benefit.

         Payment of expenses for officers and  directors is permitted in advance
of a final  disposition  of a proceeding  on certain  conditions,  including the
furnishing of written  affirmation  by the officer or director of his good faith
belief that he has met the applicable  standard of conduct,  the furnishing of a
written  agreement to repay the advance if the officer or director is ultimately
determined  not  to  have  met  the  applicable  standard  of  conduct,   and  a
determination  is made that the  facts  then  known to the  persons  making  the
determination would not preclude indemnification under the Corporation Act. This
determination is to be made either by the Board of Directors, a committee of the
Board of Directors,  special counsel, or the shareholders,  under conditions and
procedures  generally designed to assure the independence of the body making the
determination.
Zions maintains  officers' and directors'  indemnity  insurance against
expenses of  defending  claims or payment of amounts  arising out of  good-faith
conduct  believed by the officer or director to be in or not opposed to the best
interests of Zions.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling Zions
pursuant to the foregoing  arrangements,  Zions 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

         Does not apply.

Item 8.  Exhibits

The  following  is a list  of  exhibits  filed  as  part  of  this  Registration
Statement:

              Exhibit No.
         (Per Regulation S-K,
            Exhibit Table)            Exhibit - Description and Method of Filing
--------------------------------------------------------------------------------
                  4.1                  Restated  Articles  of  Incorporation  of
                                       Zions  Bancorporation  dated  November 8,
                                       1993, and filed with the Utah Division of
                                       Corporations   and  Commercial   Code  on
                                       November   9,   1993   (incorporated   by
                                       reference  to Exhibit  3.1 to Zions' Form
                                       S-4  Registration  Statement,   File  No.
                                       33-51145, filed on November 22, 1993)
                  4.2                  Restated Bylaws of Zions  Bancorporation,
                                       dated November 8, 1993  (incorporated  by
                                       reference  to Exhibit  3.2 to Zions' Form
                                       S-4  Registration  Statement,   File  No.
                                       33-51145, filed November 22, 1993)
                  4.3                  Amendment to the Restated Bylaws of Zions
                                       Bancorporation,  dated September 18, 1998
                                       (incorporated  by  reference to Exhibit 3
                                       to Zions'  Quarterly  Report on Form 10-Q
                                       for the quarter ended September 30, 1998,
                                       File No. 0-02610)
                  4.4                  Articles  of  Amendment  to the  Restated
                                       Articles   of   Incorporation   of  Zions
                                       Bancorporation  dated  April 30, 1997 and
                                       filed   with   the   Utah   Division   of
                                       Corporations  and Commercial  Code on May
                                       2, 1997  (incorporated  by  reference  to
                                       Exhibit  3.1  of  Zions  Bancorporation's
                                       Quarterly  Report  on Form  10-Q  for the
                                       quarter  ended  June 30,  1997,  File No.
                                       0-2610.)
                  4.5                  Articles  of  Amendment  to the  Restated
                                       Articles   of   Incorporation   of  Zions
                                       Bancorporation  dated  April 24, 1998 and
                                       filed   with   the   Utah   Division   of
                                       Corporations and Commercial Code on April
                                       27, 1997  (incorporated  by  reference to
                                       Exhibit   3  of  Zions   Bancorporation's
                                       Quarterly  Report  on Form  10-Q  for the
                                       quarter ended  September  30, 1998,  File
                                       No. 0-02610.)
                  4.6                  Shareholder  Protection Rights Agreement,
                                       dated as of September  27, 1996,  between
                                       Zions   Bancorporation  and  Zions  First
                                       National    Bank    as    Rights    Agent
                                       (incorporated  by  reference to Exhibit 1
                                       to Zions'  Form 8-K,  filed  October  12,
                                       1996)
                  4.7                  Aspen Bancshares, Inc. 1993 Non-Qualified
                                       Stock    Option   Plan   for    Directors
                                       (incorporated  by  reference  to  Exhibit
                                       10.4 of Aspen  Bancshares,  Inc.'s Annual
                                       Report  on Form  10-K for the year  ended
                                       December 31, 1996, File No. 0-19376.
                  4.8                  Aspen  Bancshares,  Inc.  1990  Incentive
                                       Stock   Option  Plan   (incorporated   by
                                       reference   to  Exhibit   10.3  of  Aspen
                                       Bancshares,  Inc.'s Annual Report on Form
                                       10-K  for the  year  ended  December  31,
                                       1996, File No. 0-19376.
                  4.9                  Vectra  Banking  Corporation   Employees'
                                       Equity   Incentive   Stock   Option  Plan
                                       (incorporated  by  reference  to  Exhibit
                                       10.1 of Vectra Banking Corporation's SB-2
                                       Registration    Statement,    File    No.
                                       33-74724, effective March 23, 1994)
4.10                  Vectra Banking  Corporation  Non-Employee
                                       Directors'      Stock     Option     Plan
                                       (incorporated  by  reference  to  Exhibit
                                       10.2 of Vectra Banking Corporation's SB-2
                                       Registration    Statement,    File    No.
                                       33-74724, effective March 23, 1994)
                 4.11                  Vectra    Banking     Corporation    1989
                                       Non-Statutory     Stock    Option    Plan
                                       (incorporated  by  reference  to  Exhibit
                                       10.3 of Vectra Banking Corporation's SB-2
                                       Registration    Statement,    File    No.
                                       33-74724, effective March 23, 1994)
                 4.12                  Second  Amended and  Restated  1988 Stock
                                       Option Plan of FP Bancorp, Inc. (formerly
                                       known as ENB Holding Company), as amended
                                       on  November  23, 1993 and March 22, 1994
                                       (incorporated by reference to Exhibit 4.1
                                       of  ENB   Holding   Company's   Form  S-8
                                       Registration  Statement,  filed April 26,
                                       1994, File No. 33-32788)
                 4.13                  SBT Bankshares,  Inc. 1995  Non-Qualified
                                       Stock Option Agreement - filed herewith
                 4.14                  First  Amendment  to the SBT  Bankshares,
                                       Inc.  1995  Non-Qualified   Stock  Option
                                       Agreement - filed herewith
                 4.15                  The Commerce Bancorporation 1995 Restated
                                       Incentive   Compensation   Plan  -  filed
                                       herewith
                 4.16                  The  Commerce  Bancorporation  1987 Stock
                                       Option Plan - filed  herewith 

                 5.1                   Opinion of Callister Nebeker & McCullough
                                       Regarding Legality - filed herewith
                 23.1                  Consent   of  KPMG  Peat   Marwick   LLP,
                                       Independent Auditors filed herewith
                 23.2                  Consent of Callister Nebeker & McCullough
                                       (included in Exhibit 5.1)
                 24.1                  Power of Attorney (see signature page)

Item 9.  Undertakings

Zions hereby undertakes:

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

         (b)      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.
(c)      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.

(2)      Zions hereby undertakes that, for purposes of determining any liability
         under the Securities  Act of 1933,  each filing of Zions' 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 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.

(3)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of Zions  pursuant to the foregoing  provisions,  or otherwise,
         Zions  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  Zions of  expenses  incurred  or paid by a  director,
         officer or controlling person of Zions 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,
         Zions  will,  unless in the  opinion of its counsel the matter has been
         settled by the 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.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,  Zions  (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 Salt Lake, State of Utah, on the 3rd day of December
1998.

                                                 ZIONS BANCORPORATION

                                                 By:/S/ Harris H. Simmons   
                                                    ---------------------
                                                 Harris H. Simmons, President
                                                 and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints  Harris H. Simmons and Dale M.  Gibbons,  and each of them,  his or her
true and lawful  attorneys-in-fact  and agents, with full powers of substitution
and  resubstitution  for  him in his  name,  place,  and  stead,  in any and all
capacities to sign any and all  pre-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  under the
Securities Act of 1933.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the 3rd day of December 1998.

/S/ Harris H. Simmons      President, Chief Executive          December 3, 1998
---------------------      Officer and Director
Harris H. Simmons          

/S/ Dale M. Gibbons        Executive Vice President            December 3, 1998
---------------------      and Chief Financial Officer
Dale M. Gibbons                                      

/S/ Nolan X. Bellon        Senior Vice President               December 3, 1998
---------------------      and Controller
Nolan X. Bellon                 

/S/ Roy W. Simmons         Chairman and Director               December 3, 1998
---------------------
Roy W. Simmons

/S/ Jerry C. Atkin         Director                            December 3, 1998
---------------------
Jerry C. Atkin

/S/ R.D. Cash              Director                            December 3, 1998
---------------------
R.D. Cash

/S/ L.E. Simmons           Director                            December 3, 1998
---------------------
L.E. Simmons

/S/ Grant R. Caldwell     Director                             December 3, 1998
---------------------
Grant R. Caldwell

/S/ I.J. Wagner           Director                             December 3, 1998
---------------------
I.J. Wagner

/S/ Roger B. Porter       Director                             December 3, 1998
---------------------
Roger B. Porter

/S/ Richard H. Madsen     Director                             December 3, 1998
---------------------
Richard H. Madsen
/S/ Robert G. Sarver      Director                             December 3, 1998
---------------------
Robert G. Sarver

/S/ Shelley Thomas        Director                             December 3, 1998
---------------------
Shelley Thomas
EXHIBIT INDEX

                              ZIONS BANCORPORATION
    Aspen Bancshares, Inc. 1993 Non-Qualified Stock Option Plan For Directors
             Aspen Bancshares, Inc. 1990 Incentive Stock Option Plan
    Vectra Banking Corporation Employees' Equity Incentive Stock Option Plan
      Vectra Banking Corporation Non-Employee Directors' Stock Option Plan
               Vectra Banking Corporation 1989 Non-Statutory Stock
            Option Plan Second Amended and Restated 1988 Stock Option
                            Plan of FP Bancorp, Inc.
         SBT Bankshares, Inc. 1995 Non-Qualified Stock Option Agreement
      The Commerce Bancorporation 1995 Restated Incentive Compensation Plan
               The Commerce Bancorporation 1987 Stock Option Plan
FORM S-8
         Exhibit No.
    (Per Regulation S-K,                                                                             Sequentially
       Exhibit Table)                                      Exhibit                                  Numbered Page
-----------------------------------------------------------------------------------------------------------------------
4.1               Restated Articles of Incorporation of Zions                                *
                               Bancorporation dated November 8, 1993, and
                               filed with the Utah Division of Corporations and
                               Commercial Code on November 9, 1993
                               (incorporated by reference to Exhibit 3.1 to
                               Zions' Form S-4 Registration Statement, File No.
                               33-51145, filed on November 22, 1993)

             4.2               Restated Bylaws of Zions Bancorporation, dated                             *
                               November 8, 1993 (incorporated by reference to
                               Exhibit 3.2 to Zions' Form S-4 Registration
                               Statement, File No. 33-51145, filed November
                               22, 1993)

             4.3               Amendment to the Restated Bylaws of Zions                                  *
                               Bancorporation, dated September 18, 1998
                               (incorporated by reference to Exhibit 3 to Zions'
                               Quarterly Report on Form 10-Q for the quarter
                               ended September 30, 1998, File No. 0-02610)

             4.4               Articles of Amendment to the Restated Articles of                          *
                               Incorporation of Zions Bancorporation dated April
                               30, 1997 and filed with the Utah Division of
                               Corporations  and Commercial  Code on May 2, 1997
                               (incorporated  by  reference  to  Exhibit  3.1 of
                               Zions  Bancorporation's  Quarterly Report on Form
                               10-Q for the quarter ended June 30, 1997, File
                               No. 0-2610.
Exhibit No.
    (Per Regulation S-K,                                                                             Sequentially
       Exhibit Table)                                      Exhibit                                  Numbered Page
-----------------------------------------------------------------------------------------------------------------------

             4.5               Articles of Amendment to the Restated Articles of                          *
                               Incorporation of Zions Bancorporation dated April
                               24, 1998 and filed with the Utah Division of
                               Corporations and Commercial Code on April 27,
                               1998 (incorporated by reference to Exhibit 3 of
                               Zions Bancorporation's Quarterly Report on Form
                               10-Q for the quarter ended September 30, 1998,
                               File No. 0-02610.

             4.6               Shareholder Protection Rights Agreement, dated                             *
                               as of September 27, 1996, between Zions
                               Bancorporation and Zions First National Bank as
                               Rights Agent (incorporated by reference to Exhibit
                               1 to Zions' Form 8-K, filed October 12, 1996)

             4.7               Aspen Bancshares, Inc. 1993 Non-Qualified Stock                            *
                               Option Plan for Directors (incorporated by
                               reference to Exhibit 10.4 of Aspen Bancshares,
                               Inc.'s Annual Report on Form 10-K for the year
                               ended December 31, 1996, File No. 0-19376.

             4.8               Aspen Bancshares, Inc. 1990 Incentive Stock                                *
                               Option Plan (incorporated by reference to Exhibit
                               10.3 of Aspen Bancshares, Inc.'s Annual Report on
                               Form 10-K for the year ended December 31,
                               1996, File No. 0-19376.

             4.9               Vectra Banking Corporation Employees' Equity                               *
                               Incentive Stock Option Plan (incorporated by
                               reference to Exhibit 10.1 of Vectra Banking
                               Corporation's SB-2 Registration Statement, File
                               No. 33-74724, effective March 23, 1994)

            4.10               Vectra Banking Corporation Non-Employee                                    *
                               Directors' Stock Option Plan (incorporated by
                               reference to Exhibit 10.2 of Vectra Banking
                               Corporation's SB-2 Registration Statement, File
                               No. 33-74724, effective March 23, 1994)

            4.11               Vectra Banking Corporation 1989 Non-Statutory                              *
                               Stock Option Plan (incorporated by reference to
                               Exhibit 10.3 of Vectra Banking Corporation's SB-
                               2 Registration Statement, File No. 33-74724,
                               effective March 23, 1994)
Exhibit No.
    (Per Regulation S-K,                                                                             Sequentially
       Exhibit Table)                                      Exhibit                                  Numbered Page
-----------------------------------------------------------------------------------------------------------------------

            4.12               Second Amended and restated 1988 Stock Option                              *
                               Plan of FP Bancorp, Inc. (formerly known as
                               ENB Holding Company), as amended on
                               November 23, 1993 and March 22, 1994
                               (incorporated by reference to Exhibit 4.1 of ENB
                               Holding Company's Form S-8 Registration
                               Statement, filed April 26, 1994, File No. 33-
                               32788)

            4.13               SBT Bankshares, Inc. 1995 Non-Qualified Stock
                               Option Agreement - filed herewith

            4.14               First Amendment to the SBT Bankshares, Inc.
                               1995 Non-Qualified Stock Option Plan - filed
                               herewith

            4.15               The Commerce Bancorporation 1995 Restated
                               Incentive Compensation Plan - filed herewith

            4.16               The Commerce Bancorporation 1987 Stock Option
                               Plan - filed herewith

             5.1               Opinion of Callister Nebeker & McCullough
                               Regarding Legality - filed herewith

            23.1               Consent of KPMG Peat Marwick LLP,
                               Independent Auditors - filed herewith

            23.2               Consent of Callister Nebeker & McCullough                                  *
                               (included in Exhibit 5.1)

            24.1               Power of Attorney (see signature page)                                     *