As filed with the Securities and                   Registration No. 333-
Exchange Commission on October 5, 1999


                       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 of Incorporation)                  (I.R.S. Employer I.D. No.)

       One South Main, Suite 1380
          Salt Lake City, Utah                           84111
 ----------------------------------------              ---------
 (Address of Principal Executive Offices)              (Zip code)


               1998 Non-Qualified Stock Option and Incentive Plan
               --------------------------------------------------
                              (Full title of plan)

                                 Dale M. Gibbons
                              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)


<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(2)                 price                registration fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                      <C>                      <C>                       <C>
      Common Stock,
      No Par Value                  1,500,000                $53.1875                 $79,781,250               $22,179.19
</TABLE>

(1)      Pursuant to Rule 416, this Registration Statement shall also cover any
         additional shares of Zions Bancorporation common stock that become
         issuable under the 1998 Non-Qualified Stock Option and Incentive Plan
         by reason of any stock dividend, stock split, recapitalization or other
         similar transaction effected without the receipt of consideration that
         increases the number of Zions Bancorporation's outstanding shares of
         common stock.

 (2)     Estimated solely for the purpose of computing the registration fee
         required by Section 6(b) of the Securities Act of 1933 and computed
         pursuant to Rule 457(h)(1) under the Securities Act based on the
         average of the high and low prices of the common stock on September 28,
         1999, as reported on the Nasdaq National Market.

         The Exhibit Index appears after the signature page of this Registration
Statement.


<PAGE>

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

Item 1.  Plan Information.

         Zions Bancorporation will send or give the documents containing the
information specified in this Item 1 to each participant as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission and the instructions to Form S-8, Zions Bancorporation is
not filing such documents with the Securities and Exchange Commission either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Zions Bancorporation will send or give the documents containing the
information specified in this Item 1 to each participant as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission and the instructions to Form S-8, Zions Bancorporation is
not filing such documents with the Securities and Exchange Commission either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.

                                     PART II

Item 3.  Incorporation of Certain Documents by Reference

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

         o        Zions Bancorporation's Annual Report on Form 10-K for the year
                  ended December 31, 1998, filed pursuant to the Securities
                  Exchange Act of 1934;

         o        The description of Zions Bancorporation common stock which is
                  contained in Zions Bancorporation's registration statement on
                  Form 10, and any amendment or report filed to update such
                  description;

         o        The description of the Zions Bancorporation Rights Plan
                  contained in Zions Bancorporation's registration statement on
                  Form 8-A dated October 10, 1996, and any amendment or report
                  filed to update such description; and

         o        All other documents filed by the Zions Bancorporation pursuant
                  to Sections 13(a) or 15(d) of the Securities Exchange Act of
                  1934, as amended, since December 31, 1998 to the date of this
                  filing.

         All documents subsequently filed by Zions Bancorporation 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

         Does not apply.

Item 5.  Interests of Named Experts and Counsel

         None.

                                       2
<PAGE>

Item 6.  Indemnification of Directors and Officers

         The Articles of Incorporation of Zions Bancorporation provide that no
director of Zions Bancorporation will be personally liable to Zions
Bancorporation 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
                  Bancorporation 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 contains provisions
entitling directors and officers of Zions Bancorporation 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 Bancorporation. Indemnification under Utah law 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 Bancorporation's 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 Utah law
in connection with a proceeding by or in the right of Zions Bancorporation in
which the director or officer was adjudged liable to Zions Bancorporation, 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 Utah law 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 Bancorporation. A
court may order indemnification where mandatory under Utah law 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 Bancorporation 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 Utah law. 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 Bancorporation 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 Bancorporation.

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

                                       3
<PAGE>

Item 8.  Exhibits

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


            Exhibit No.              Description of Exhibit 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, and incorporated by
                                     reference to Exhibit 3.1 to Zions
                                     Bancorporation's 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, and
                                     incorporated by reference to Exhibit 3.2 to
                                     Zions Bancorporation's 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,
                                     and incorporated by reference to Exhibit 3
                                     to Zions Bancorporation's 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, and 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, and 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, and
                                     incorporated by reference to Exhibit 1 to
                                     Zions Bancorporation's Form 8-K, filed
                                     October 12, 1996.
                4.7                  Zions Bancorporation 1998 Non-Qualified
                                     Stock Option and Incentive Plan.
                5.1                  Opinion of Callister Nebeker & McCullough
                                     Regarding Legality.
                23.1                 Consent of KPMG LLP, Independent Auditors.
                23.2                 Consent of Callister Nebeker & McCullough.
                24.1                 Powers of Attorney, which are included as
                                     part of the signature page of this
                                     Registration Statement.

* incorporated by reference.

Item 9.  Undertakings

Zions Bancorporation 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;

                                       4
<PAGE>

                  (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 Bancorporation 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 Bancorporation hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of Zions Bancorporation'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 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 Bancorporation pursuant to the foregoing provisions,
         or otherwise, Zions Bancorporation 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 Bancorporation of
         expenses incurred or paid by a director, officer or controlling person
         of Zions Bancorporation 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
         Bancorporation 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.




                                       5
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Zions Bancorporation
(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 4th day of
October 1999.


                                              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 4th day of October 1999.


/S/ Harris H. Simmons          President, Chief Executive       October 5, 1999
-------------------------      Officer and Director
Harris H. Simmons

/S/ Dale M. Gibbons            Executive Vice President         October 5, 1999
-------------------------      and Chief Financial Officer
Dale M. Gibbons

/S/ Nolan X. Bellon            Senior Vice President            October 5, 1999
-------------------------      and Controller
Nolan X. Bellon

/S/ Roy W. Simmons             Chairman and Director            October 5, 1999
-------------------------
Roy W. Simmons

/S/ Jerry C. Atkin             Director                         October 5, 1999
-------------------------
Jerry C. Atkin

/S/ R.D. Cash                  Director                         October 5, 1999
-------------------------
R.D. Cash

/S/ L.E. Simmons               Director                         October 5, 1999
-------------------------
L.E. Simmons

/S/ Grant R. Caldwell          Director                         October 5, 1999
-------------------------
Grant R. Caldwell

/S/ I.J. Wagner                Director                         October 5, 1999
-------------------------
I.J. Wagner

                                       6
<PAGE>

/S/ Roger B. Porter            Director                         October 5, 1999
---------------------------
Roger B. Porter

/S/ Richard H. Madsen          Director                         October 5, 1999
---------------------------
Richard H. Madsen

/S/ Robert G. Sarver           Director                         October 5, 1999
---------------------------
Robert G. Sarver

/S/ Shelly Thomas              Director                         October 5, 1999
-------------------------
Shelly Thomas





                                       7
<PAGE>


                                  EXHIBIT INDEX

                              ZIONS BANCORPORATION

    ZIONS BANCORPORATION - 1998 Non-Qualified Stock Option and Incentive Plan

                                    FORM S-8


            Exhibit No.              Description of Exhibit 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, and incorporated by
                                     reference to Exhibit 3.1 to Zions
                                     Bancorporation's 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, and
                                     incorporated by reference to Exhibit 3.2 to
                                     Zions Bancorporation's 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,
                                     and incorporated by reference to Exhibit 3
                                     to Zions Bancorporation's 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, and 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, and 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, and
                                     incorporated by reference to Exhibit 1 to
                                     Zions Bancorporation's Form 8-K, filed
                                     October 12, 1996.
                4.7                  Zions Bancorporation 1998 Non-Qualified
                                     Stock Option and Incentive Plan.
                5.1                  Opinion of Callister Nebeker & McCullough
                                     Regarding Legality.
                23.1                 Consent of KPMG LLP, Independent Auditors.
                23.2                 Consent of Callister Nebeker & McCullough.
                24.1                 Powers of Attorney, which are included as
                                     part of the signature page of this
                                     Registration Statement.

* incorporated by reference.


                                       8
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{"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": "333-88477", "film-number": "99723297"}, "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 and                   Registration No. 333-
Exchange Commission on October 5, 1999

                       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 of Incorporation)                  (I.R.S. Employer I.D. No.)

       One South Main, Suite 1380
          Salt Lake City, Utah                           84111
 ----------------------------------------              ---------
 (Address of Principal Executive Offices)              (Zip code)

               1998 Non-Qualified Stock Option and Incentive Plan
               --------------------------------------------------
                              (Full title of plan)

                                 Dale M. Gibbons
                              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)
===================================================================================================================================
                         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(2)                 price                registration fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock,
      No Par Value                  1,500,000                $53.1875                 $79,781,250               $22,179.19
(1)      Pursuant to Rule 416, this Registration Statement shall also cover any
         additional shares of Zions Bancorporation common stock that become
         issuable under the 1998 Non-Qualified Stock Option and Incentive Plan
         by reason of any stock dividend, stock split, recapitalization or other
         similar transaction effected without the receipt of consideration that
         increases the number of Zions Bancorporation's outstanding shares of
         common stock.

 (2)     Estimated solely for the purpose of computing the registration fee
         required by Section 6(b) of the Securities Act of 1933 and computed
         pursuant to Rule 457(h)(1) under the Securities Act based on the
         average of the high and low prices of the common stock on September 28,
         1999, as reported on the Nasdaq National Market.

         The Exhibit Index appears after the signature page of this Registration
Statement.
PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

Item 1.  Plan Information.

         Zions Bancorporation will send or give the documents containing the
information specified in this Item 1 to each participant as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission and the instructions to Form S-8, Zions Bancorporation is
not filing such documents with the Securities and Exchange Commission either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Zions Bancorporation will send or give the documents containing the
information specified in this Item 1 to each participant as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission and the instructions to Form S-8, Zions Bancorporation is
not filing such documents with the Securities and Exchange Commission either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.

                                     PART II

Item 3.  Incorporation of Certain Documents by Reference

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

         o        Zions Bancorporation's Annual Report on Form 10-K for the year
                  ended December 31, 1998, filed pursuant to the Securities
                  Exchange Act of 1934;

         o        The description of Zions Bancorporation common stock which is
                  contained in Zions Bancorporation's registration statement on
                  Form 10, and any amendment or report filed to update such
                  description;

         o        The description of the Zions Bancorporation Rights Plan
                  contained in Zions Bancorporation's registration statement on
                  Form 8-A dated October 10, 1996, and any amendment or report
                  filed to update such description; and

         o        All other documents filed by the Zions Bancorporation pursuant
                  to Sections 13(a) or 15(d) of the Securities Exchange Act of
                  1934, as amended, since December 31, 1998 to the date of this
                  filing.

         All documents subsequently filed by Zions Bancorporation 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

         Does not apply.

Item 5.  Interests of Named Experts and Counsel

         None.

                                       2
Item 6.  Indemnification of Directors and Officers

         The Articles of Incorporation of Zions Bancorporation provide that no
director of Zions Bancorporation will be personally liable to Zions
Bancorporation 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
                  Bancorporation 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 contains provisions
entitling directors and officers of Zions Bancorporation 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 Bancorporation. Indemnification under Utah law 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 Bancorporation's 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 Utah law
in connection with a proceeding by or in the right of Zions Bancorporation in
which the director or officer was adjudged liable to Zions Bancorporation, 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 Utah law 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 Bancorporation. A
court may order indemnification where mandatory under Utah law 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 Bancorporation 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 Utah law. 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 Bancorporation 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 Bancorporation.

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

                                       3
Item 8.  Exhibits

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

            Exhibit No.              Description of Exhibit 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, and incorporated by
                                     reference to Exhibit 3.1 to Zions
                                     Bancorporation's 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, and
                                     incorporated by reference to Exhibit 3.2 to
                                     Zions Bancorporation's 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,
                                     and incorporated by reference to Exhibit 3
                                     to Zions Bancorporation's 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, and 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, and 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, and
                                     incorporated by reference to Exhibit 1 to
                                     Zions Bancorporation's Form 8-K, filed
                                     October 12, 1996.
                4.7                  Zions Bancorporation 1998 Non-Qualified
                                     Stock Option and Incentive Plan.
                5.1                  Opinion of Callister Nebeker & McCullough
                                     Regarding Legality.
                23.1                 Consent of KPMG LLP, Independent Auditors.
                23.2                 Consent of Callister Nebeker & McCullough.
                24.1                 Powers of Attorney, which are included as
                                     part of the signature page of this
                                     Registration Statement.

* incorporated by reference.

Item 9.  Undertakings

Zions Bancorporation 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;

                                       4
(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 Bancorporation 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 Bancorporation hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of Zions Bancorporation'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 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 Bancorporation pursuant to the foregoing provisions,
         or otherwise, Zions Bancorporation 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 Bancorporation of
         expenses incurred or paid by a director, officer or controlling person
         of Zions Bancorporation 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
         Bancorporation 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.

                                       5
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Zions Bancorporation
(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 4th day of
October 1999.

                                              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 4th day of October 1999.

/S/ Harris H. Simmons          President, Chief Executive       October 5, 1999
-------------------------      Officer and Director
Harris H. Simmons

/S/ Dale M. Gibbons            Executive Vice President         October 5, 1999
-------------------------      and Chief Financial Officer
Dale M. Gibbons

/S/ Nolan X. Bellon            Senior Vice President            October 5, 1999
-------------------------      and Controller
Nolan X. Bellon

/S/ Roy W. Simmons             Chairman and Director            October 5, 1999
-------------------------
Roy W. Simmons

/S/ Jerry C. Atkin             Director                         October 5, 1999
-------------------------
Jerry C. Atkin

/S/ R.D. Cash                  Director                         October 5, 1999
-------------------------
R.D. Cash

/S/ L.E. Simmons               Director                         October 5, 1999
-------------------------
L.E. Simmons

/S/ Grant R. Caldwell          Director                         October 5, 1999
-------------------------
Grant R. Caldwell

/S/ I.J. Wagner                Director                         October 5, 1999
-------------------------
I.J. Wagner

                                       6
/S/ Roger B. Porter            Director                         October 5, 1999
---------------------------
Roger B. Porter

/S/ Richard H. Madsen          Director                         October 5, 1999
---------------------------
Richard H. Madsen

/S/ Robert G. Sarver           Director                         October 5, 1999
---------------------------
Robert G. Sarver

/S/ Shelly Thomas              Director                         October 5, 1999
-------------------------
Shelly Thomas

                                       7
EXHIBIT INDEX

                              ZIONS BANCORPORATION

    ZIONS BANCORPORATION - 1998 Non-Qualified Stock Option and Incentive Plan

                                    FORM S-8

            Exhibit No.              Description of Exhibit 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, and incorporated by
                                     reference to Exhibit 3.1 to Zions
                                     Bancorporation's 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, and
                                     incorporated by reference to Exhibit 3.2 to
                                     Zions Bancorporation's 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,
                                     and incorporated by reference to Exhibit 3
                                     to Zions Bancorporation's 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, and 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, and 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, and
                                     incorporated by reference to Exhibit 1 to
                                     Zions Bancorporation's Form 8-K, filed
                                     October 12, 1996.
                4.7                  Zions Bancorporation 1998 Non-Qualified
                                     Stock Option and Incentive Plan.
                5.1                  Opinion of Callister Nebeker & McCullough
                                     Regarding Legality.
                23.1                 Consent of KPMG LLP, Independent Auditors.
                23.2                 Consent of Callister Nebeker & McCullough.
                24.1                 Powers of Attorney, which are included as
                                     part of the signature page of this
                                     Registration Statement.

* incorporated by reference.

                                       8