As filed with the Securities                           Registration No. 333-
and Exchange Commission on May 28, 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)


          Zions Bancorporation Key Employee Incentive Stock Option Plan
          -------------------------------------------------------------
                              (Full title of plan)

                                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)


<TABLE>
<CAPTION>
<S>                                  <C>                     <C>                       <C>                          <C>
===================================================================================================================================
                         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                  3,399,926               $31.22(2)                 $106,145,690               $29,508.50
</TABLE>

(1)      The Plan provides for an annual increase in the number of shares of the
         Company's common stock reserved and available for issuance under the
         Plan each year not to exceed 1% of the issued and outstanding shares of
         of the Company's common stock as of the first day of each calendar year
         for which the Plan is in effect.  Pursuant to Rule 416, this
         Registration Statement shall also cover any additional shares of Zions
         Bancorporation common stock that become issuable under the Key Employee
         Incentive Stock Option Plan by reason of any stock dividend, stock
         split, recapitalization or other similar transaction effected without
         the receipt of consideration that increase 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 price at which the options my be exercised.

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 the plan participants 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 2 to the plan participants 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 Zions Bancorporation with
the Securities and Exchange 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        Zions Bancorporation's Quarterly Report on Form 10-Q for the
                  quarter ended March 31, 1999, 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; and

         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.

         All documents subsequently filed with the Securities and Exchange
Commission 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 in this Registration Statement 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


                                       2
<PAGE>

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 Restated Articles of Incorporation of Zions Bancorporation, as
amended, 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
corporate 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. In a
criminal case, indemnification is generally permissible if a director or officer
had no reasonable cause to believe his conduct was unlawful. Indemnification
under Utah law will not be permitted 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
following:

                  o  Furnishing of written affirmation by the officer or
         director of his good faith belief that he has met the applicable
         standard of conduct,


                                       3
<PAGE>

                  o  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

                  o 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.

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
<PAGE>

             Exhibit No.             Description of Exhibit and Method of Filing
------------------------------------ -------------------------------------------
                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, and incorporated by reference to
                                     Exhibit 3 of Zions Bancorporation's
                                     Quarterly Report on Form 10-Q for the
                                     quarter ended June 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 Key Employee Incentive
                                     Stock Option Plan.
                4.8                  Amendment No. 1 to Zions Bancorporation Key
                                     Employee Incentive Stock Option Plan
                4.9                  Amendment No. 2 to Zions Bancorporation Key
                                     Employee Incentive Stock Option 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
                                     that is included in Exhibit 5.1.
               24.1                  Powers of Attorney, which are included as
                                     part of the signature page of this
                                     Registration Statement.


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;

                  (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; and

                  (iii) To include any material information with respect to the
                  plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in the registration statement.

                  Provided, however, that paragraphs (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 Securities
                  and Exchange Commission by Zions Bancorporation pursuant to
                  Section 13 or Section 15(d) of the Securities Exchange Act
                  that are incorporated by reference in the registration
                  statement.

                                       5
<PAGE>

         (b)      That, for the purpose of determining any liability under the
                  Securities Act, 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 and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act, 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 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.





                                       6
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Zions
Bancorporation, the registrant, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Salt Lake, State of Utah,
on the 28th day of May 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 28th day of May 1999.



/S/ Harris H. Simmons          President, Chief Executive         May 28, 1999
-------------------------      Officer and Director
Harris H. Simmons

/S/ Dale M. Gibbons            Executive Vice President           May 28, 1999
-------------------------      and Chief Financial Officer
Dale M. Gibbons

/S/ Nolan X. Bellon            Senior Vice President              May 28, 1999
-------------------------      and Controller
Nolan X. Bellon

/S/ Roy W. Simmons             Chairman and Director              May 28, 1999
-------------------------
Roy W. Simmons

/S/ Jerry C. Atkin             Director                           May 28, 1999
-------------------------
Jerry C. Atkin

/S/ R.D. Cash                  Director                           May 28, 1999
-------------------------
R.D. Cash

/S/ L.E. Simmons               Director                           May 28, 1999
-------------------------
L.E. Simmons


                                       7
<PAGE>

/S/ Grant R. Caldwell          Director                           May 28, 1999
-------------------------
Grant R. Caldwell

/S/ I.J. Wagner                Director                           May 28, 1999
-------------------------
I.J. Wagner

/S/ Roger B. Porter            Director                           May 28, 1999
---------------------------
Roger B. Porter

/S/ Richard H. Madsen          Director                           May 28, 1999
---------------------------
Richard H. Madsen

/S/ Robert G. Sarver           Director                           May 28, 1999
---------------------------
Robert G. Sarver

/S/ Shelly Thomas              Director                           May 28, 1999
-------------------------
Shelly Thomas


                                       8
<PAGE>


                                INDEX TO EXHIBITS

            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, 1998, and incorporated by reference to
                                     Exhibit 3 of Zions Bancorporation's
                                     Quarterly Report on Form 10-Q for the
                                     quarter ended June 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 Key Employee Incentive
                                     Stock Option Plan filed herewith.
                4.8                  Amendment No. 1 to Zions Bancorporation Key
                                     Employee Incentive Stock Option Plan filed
                                     herewith.
                4.9                  Amendment No. 2 to Zions Bancorporation Key
                                     Employee Incentive Stock Option Plan filed
                                     herewith.
                5.1                  Opinion of Callister Nebeker & McCullough
                                     Regarding Legality filed herewith.
                23.1                 Consent of KPMG LLP, Independent Auditors
                                     filed herewith.
                23.2                 Consent of Callister Nebeker & McCullough
                                     that is included in Exhibit 5.1.
                24.1                 Powers of Attorney, which are included as
                                     part of the signature page of this
                                     Registration Statement.



                                       9
[{"type": "S-8", "sequence": "1", "description": "ZIONS BANCORPORATION REGISTRATION STATEMENT", "secsgml_size_bytes": 30326}]
{"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": "333-79699", "film-number": "99638210"}, "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 May 28, 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)

          Zions Bancorporation Key Employee Incentive Stock Option Plan
          -------------------------------------------------------------
                              (Full title of plan)

                                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)
===================================================================================================================================
                         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                  3,399,926               $31.22(2)                 $106,145,690               $29,508.50
(1)      The Plan provides for an annual increase in the number of shares of the
         Company's common stock reserved and available for issuance under the
         Plan each year not to exceed 1% of the issued and outstanding shares of
         of the Company's common stock as of the first day of each calendar year
         for which the Plan is in effect.  Pursuant to Rule 416, this
         Registration Statement shall also cover any additional shares of Zions
         Bancorporation common stock that become issuable under the Key Employee
         Incentive Stock Option Plan by reason of any stock dividend, stock
         split, recapitalization or other similar transaction effected without
         the receipt of consideration that increase 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 price at which the options my be exercised.

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 the plan participants 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 2 to the plan participants 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 Zions Bancorporation with
the Securities and Exchange 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        Zions Bancorporation's Quarterly Report on Form 10-Q for the
                  quarter ended March 31, 1999, 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; and

         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.

         All documents subsequently filed with the Securities and Exchange
Commission 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 in this Registration Statement 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

                                       2
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 Restated Articles of Incorporation of Zions Bancorporation, as
amended, 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
corporate 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. In a
criminal case, indemnification is generally permissible if a director or officer
had no reasonable cause to believe his conduct was unlawful. Indemnification
under Utah law will not be permitted 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
following:

                  o  Furnishing of written affirmation by the officer or
         director of his good faith belief that he has met the applicable
         standard of conduct,

                                       3
o  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

                  o 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.

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
Exhibit No.             Description of Exhibit and Method of Filing
------------------------------------ -------------------------------------------
                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, and incorporated by reference to
                                     Exhibit 3 of Zions Bancorporation's
                                     Quarterly Report on Form 10-Q for the
                                     quarter ended June 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 Key Employee Incentive
                                     Stock Option Plan.
                4.8                  Amendment No. 1 to Zions Bancorporation Key
                                     Employee Incentive Stock Option Plan
                4.9                  Amendment No. 2 to Zions Bancorporation Key
                                     Employee Incentive Stock Option 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
                                     that is included in Exhibit 5.1.
               24.1                  Powers of Attorney, which are included as
                                     part of the signature page of this
                                     Registration Statement.

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;

                  (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; and

                  (iii) To include any material information with respect to the
                  plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in the registration statement.

                  Provided, however, that paragraphs (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 Securities
                  and Exchange Commission by Zions Bancorporation pursuant to
                  Section 13 or Section 15(d) of the Securities Exchange Act
                  that are incorporated by reference in the registration
                  statement.

                                       5
(b)      That, for the purpose of determining any liability under the
                  Securities Act, 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 and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act, 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 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.

                                       6
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Zions
Bancorporation, the registrant, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Salt Lake, State of Utah,
on the 28th day of May 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 28th day of May 1999.

/S/ Harris H. Simmons          President, Chief Executive         May 28, 1999
-------------------------      Officer and Director
Harris H. Simmons

/S/ Dale M. Gibbons            Executive Vice President           May 28, 1999
-------------------------      and Chief Financial Officer
Dale M. Gibbons

/S/ Nolan X. Bellon            Senior Vice President              May 28, 1999
-------------------------      and Controller
Nolan X. Bellon

/S/ Roy W. Simmons             Chairman and Director              May 28, 1999
-------------------------
Roy W. Simmons

/S/ Jerry C. Atkin             Director                           May 28, 1999
-------------------------
Jerry C. Atkin

/S/ R.D. Cash                  Director                           May 28, 1999
-------------------------
R.D. Cash

/S/ L.E. Simmons               Director                           May 28, 1999
-------------------------
L.E. Simmons

                                       7
/S/ Grant R. Caldwell          Director                           May 28, 1999
-------------------------
Grant R. Caldwell

/S/ I.J. Wagner                Director                           May 28, 1999
-------------------------
I.J. Wagner

/S/ Roger B. Porter            Director                           May 28, 1999
---------------------------
Roger B. Porter

/S/ Richard H. Madsen          Director                           May 28, 1999
---------------------------
Richard H. Madsen

/S/ Robert G. Sarver           Director                           May 28, 1999
---------------------------
Robert G. Sarver

/S/ Shelly Thomas              Director                           May 28, 1999
-------------------------
Shelly Thomas

                                       8
INDEX TO EXHIBITS

            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, 1998, and incorporated by reference to
                                     Exhibit 3 of Zions Bancorporation's
                                     Quarterly Report on Form 10-Q for the
                                     quarter ended June 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 Key Employee Incentive
                                     Stock Option Plan filed herewith.
                4.8                  Amendment No. 1 to Zions Bancorporation Key
                                     Employee Incentive Stock Option Plan filed
                                     herewith.
                4.9                  Amendment No. 2 to Zions Bancorporation Key
                                     Employee Incentive Stock Option Plan filed
                                     herewith.
                5.1                  Opinion of Callister Nebeker & McCullough
                                     Regarding Legality filed herewith.
                23.1                 Consent of KPMG LLP, Independent Auditors
                                     filed herewith.
                23.2                 Consent of Callister Nebeker & McCullough
                                     that is included in Exhibit 5.1.
                24.1                 Powers of Attorney, which are included as
                                     part of the signature page of this
                                     Registration Statement.

                                       9