As filed with the Securities and                         Registration No. 333-
Exchange Commission on March _____, 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 or other jurisdiction                         (I.R.S. Employer
 of incorporation or organization)                     Identification No.)


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


                              Zions Bancorporation
                  1996 Non-Employee Directors Stock Option Plan
                         Hemingway Stock Option Agreement
                 ---------------------------------------------
                              (Full title of plans)

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

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


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

<TABLE>
<CAPTION>

====================================================================================================
                                                 CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------
  Title of each                            Proposed maximum     Proposed maximum
class of securities         Amount to be    offering price      aggregate offering     Amount of
 to be registered           registered(1)      per unit               price         registration fee
----------------------------------------------------------------------------------------------------
<S>                           <C>          <C>                   <C>               <C>             
Common Stock,
No Par Value                  100,000(2)   $66.41(4)             $6,641,000        $1,846.20

Common Stock,
No Par Value                   20,000(3)   $66.41(4)             $1,328,200        $  369.24

   Total                      120,000                            $7,969,200        $2,215.44
</TABLE>


                                       1
<PAGE>

(1)       Pursuant to Rule 416, this Registration Statement shall also cover any
          additional  shares of Zions  Bancorporation  common  stock that become
          issuable under the 1996  Non-Employee  Directors Stock Option Plan and
          the Hemingway Stock Option  Agreement 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)      Issuable pursuant to Zions Bancorporation 1996 Non-Employee Directors 
         Stock Option Plan.

(3)      Issuable pursuant to the Hemingway Stock Option Agreement.

(4)      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 March 5,
         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 I.           Plan Information.

     Zions Bancorporation will send or give the documents containing the
information specified in this Item 1 to its directors and to Mr. Hemingway 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 II.          Registrant Information and Employee Plan Annual Information.

     Zions Bancorporation will send or give the documents containing the
information specified in this Item 1 to its directors and to Mr. Hemingway 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, 1997, filed pursuant to the Securities
                  Exchange Act of 1934;

         o        Zions Bancorporation's Quarterly Reports on Form 10-Q for the
                  quarters ended March 31, 1998, June 30, 1998 and September 30,
                  1998, filed pursuant to the Securities Exchange Act;

         o        Zions Bancorporation's Current Reports on Form 8-K filed by
                  Zions Bancorporation on February 6, 1998, April 3, 1998, April
                  15, 1998, May 18, 1998, May 27, 1998 (Form 8-K/A), October 14,
                  1998, and December 10, 1998 (Form 8-K/A), filed pursuant to 
                  the Securities Exchange Act;

         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.

                                       2
<PAGE>

         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 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.

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
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,

                    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


                                       3
<PAGE>

                  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.
               4.5                   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 1996 Non-Employee 
                                     Directors Stock Option Plan.
               4.8                   Stock Option Agreement between Zions Utah 
                                     Bancorporation, which is now known as Zions
                                     Bancorporation, and W. David Hemingway.
               4.9                   Amended Stock Option Agreement between 
                                     Zions Utah Bancorporation, which
                                     is now known as Zions Bancorporation, and 
                                     W. David Hemingway.
               5.1                   Opinion of Callister Nebeker & McCullough 
                                     Regarding Legality.


                                       4
<PAGE>

            Exhibit No.              Description of Exhibit and Method of Filing
------------------------------------ -------------------------------------------
                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 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.

         (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.


                                       5
<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 10th day of March 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 10th day of March 1999.


/S/ Harris H. Simmons           President, Chief Executive      March 10, 1999
---------------------           Officer and Director
Harris H. Simmons               

/S/ Dale M. Gibbons             Executive Vice President        March 10, 1999
---------------------           and Chief Financial Officer
Dale M. Gibbons                 

/S/ Nolan X. Bellon             Senior Vice President           March 10, 1999
---------------------           and Controller
Nolan X. Bellon                 


/S/ Roy W. Simmons              Chairman and Director           March 10, 1999
---------------------
Roy W. Simmons

/S/ Jerry C. Atkin              Director                        March 10, 1999
---------------------
Jerry C. Atkin

/S/ R.D. Cash                   Director                        March 10, 1999
---------------------
R.D. Cash

/S/ L.E. Simmons                Director                        March 10, 1999
---------------------
L.E. Simmons

/S/ Grant R. Caldwell           Director                        March 10, 1999
---------------------
Grant R. Caldwell

/S/ I.J. Wagner                 Director                        March 10, 1999
---------------------
I.J. Wagner

/S/ Roger B. Porter             Director                        March 10, 1999
---------------------
Roger B. Porter

/S/ Richard H. Madsen           Director                        March 10, 1999
---------------------
Richard H. Madsen

/S/ Robert G. Sarver            Director                        March 10, 1999
---------------------
Robert G. Sarver

/S/ Shelley Thomas              Director                        March 10, 1999
---------------------
Shelley Thomas


                                       6
<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, 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 1996 Non-Employee 
                                     Directors Stock Option Plan.
               4.8                   Stock Option Agreement between Zions Utah 
                                     Bancorporation, which is now known as Zions
                                     Bancorporation, and W. David Hemingway.
               4.9                   Amended Stock Option Agreement between 
                                     Zions Utah Bancorporation, which
                                     is now known as Zions Bancorporation, and 
                                     W. David Hemingway.
               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.

                                       7
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As filed with the Securities and                         Registration No. 333-
Exchange Commission on March _____, 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 or other jurisdiction                         (I.R.S. Employer
 of incorporation or organization)                     Identification No.)

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

                              Zions Bancorporation
                  1996 Non-Employee Directors Stock Option Plan
                         Hemingway Stock Option Agreement
                 ---------------------------------------------
                              (Full title of plans)

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

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

                                    Copy to:
                              Laurie S. Hart, Esq.
                         Callister Nebeker & McCullough
                          Gateway Tower East, Suite 900
                              10 East South Temple
                           Salt Lake City, Utah 84133
                                 (801) 530-7300
====================================================================================================
                                                 CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------
  Title of each                            Proposed maximum     Proposed maximum
class of securities         Amount to be    offering price      aggregate offering     Amount of
 to be registered           registered(1)      per unit               price         registration fee
----------------------------------------------------------------------------------------------------
Common Stock,
No Par Value                  100,000(2)   $66.41(4)             $6,641,000        $1,846.20

Common Stock,
No Par Value                   20,000(3)   $66.41(4)             $1,328,200        $  369.24

   Total                      120,000                            $7,969,200        $2,215.44
1
(1)       Pursuant to Rule 416, this Registration Statement shall also cover any
          additional  shares of Zions  Bancorporation  common  stock that become
          issuable under the 1996  Non-Employee  Directors Stock Option Plan and
          the Hemingway Stock Option  Agreement 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)      Issuable pursuant to Zions Bancorporation 1996 Non-Employee Directors 
         Stock Option Plan.

(3)      Issuable pursuant to the Hemingway Stock Option Agreement.

(4)      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 March 5,
         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 I.           Plan Information.

     Zions Bancorporation will send or give the documents containing the
information specified in this Item 1 to its directors and to Mr. Hemingway 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 II.          Registrant Information and Employee Plan Annual Information.

     Zions Bancorporation will send or give the documents containing the
information specified in this Item 1 to its directors and to Mr. Hemingway 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, 1997, filed pursuant to the Securities
                  Exchange Act of 1934;

         o        Zions Bancorporation's Quarterly Reports on Form 10-Q for the
                  quarters ended March 31, 1998, June 30, 1998 and September 30,
                  1998, filed pursuant to the Securities Exchange Act;

         o        Zions Bancorporation's Current Reports on Form 8-K filed by
                  Zions Bancorporation on February 6, 1998, April 3, 1998, April
                  15, 1998, May 18, 1998, May 27, 1998 (Form 8-K/A), October 14,
                  1998, and December 10, 1998 (Form 8-K/A), filed pursuant to 
                  the Securities Exchange Act;

         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.

                                       2
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 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.

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
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,

                    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

                                       3
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.
               4.5                   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 1996 Non-Employee 
                                     Directors Stock Option Plan.
               4.8                   Stock Option Agreement between Zions Utah 
                                     Bancorporation, which is now known as Zions
                                     Bancorporation, and W. David Hemingway.
               4.9                   Amended Stock Option Agreement between 
                                     Zions Utah Bancorporation, which
                                     is now known as Zions Bancorporation, and 
                                     W. David Hemingway.
               5.1                   Opinion of Callister Nebeker & McCullough 
                                     Regarding Legality.

                                       4
Exhibit No.              Description of Exhibit and Method of Filing
------------------------------------ -------------------------------------------
                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 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.

         (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.

                                       5
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 10th day of March 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 10th day of March 1999.

/S/ Harris H. Simmons           President, Chief Executive      March 10, 1999
---------------------           Officer and Director
Harris H. Simmons               

/S/ Dale M. Gibbons             Executive Vice President        March 10, 1999
---------------------           and Chief Financial Officer
Dale M. Gibbons                 

/S/ Nolan X. Bellon             Senior Vice President           March 10, 1999
---------------------           and Controller
Nolan X. Bellon                 

/S/ Roy W. Simmons              Chairman and Director           March 10, 1999
---------------------
Roy W. Simmons

/S/ Jerry C. Atkin              Director                        March 10, 1999
---------------------
Jerry C. Atkin

/S/ R.D. Cash                   Director                        March 10, 1999
---------------------
R.D. Cash

/S/ L.E. Simmons                Director                        March 10, 1999
---------------------
L.E. Simmons

/S/ Grant R. Caldwell           Director                        March 10, 1999
---------------------
Grant R. Caldwell

/S/ I.J. Wagner                 Director                        March 10, 1999
---------------------
I.J. Wagner

/S/ Roger B. Porter             Director                        March 10, 1999
---------------------
Roger B. Porter

/S/ Richard H. Madsen           Director                        March 10, 1999
---------------------
Richard H. Madsen

/S/ Robert G. Sarver            Director                        March 10, 1999
---------------------
Robert G. Sarver

/S/ Shelley Thomas              Director                        March 10, 1999
---------------------
Shelley Thomas

                                       6
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, 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 1996 Non-Employee 
                                     Directors Stock Option Plan.
               4.8                   Stock Option Agreement between Zions Utah 
                                     Bancorporation, which is now known as Zions
                                     Bancorporation, and W. David Hemingway.
               4.9                   Amended Stock Option Agreement between 
                                     Zions Utah Bancorporation, which
                                     is now known as Zions Bancorporation, and 
                                     W. David Hemingway.
               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.

                                       7