As filed with the Securities and Exchange Commission on December 28,  1995.

                                                 Registration No. ____________


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   FORM S-8

           Registration Statement Under The Securities Act of 1933


                           COMPASS BANCSHARES, INC.
              --------------------------------------------------
              (Exact Name of Issuer as Specified in Its Charter)

       DELAWARE                                         63-0593897
- ------------------------                    ---------------------------------
(State of Incorporation)                    (IRS Employer Identification No.)

                             15 South 20th Street
                          Birmingham, Alabama  35233
                   ----------------------------------------
                   (Address of Principal Executive Offices)


                           COMPASS BANCSHARES, INC.
                          DEFERRED COMPENSATION PLAN
                          --------------------------
                           (Full Title of the Plan)

                           Jerry W. Powell, Esquire
                        General Counsel and Secretary
                15 South 20th Street, Birmingham, Alabama  35233
                ------------------------------------------------
                   (Name and Address of Agent for Service)

                               (205) 933-3645
        -------------------------------------------------------------
        (Telephone Number, including area code, of Agent for Service)


                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                     Proposed Maximum   Proposed Maximum        Amount
Title of Securities    Amount Being   Offering Price       Aggregate              of
 Being Registered       Registered     Per Share (1)   Offering Price (1)  Registration Fee
- -------------------    ------------  ----------------  ------------------  ----------------
<S>                    <C>           <C>               <C>                 <C>

  Common Stock
$2.00 par value(2)       100,000          $32.50           $3,250,000          $1,120.69

</TABLE>

 (1) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
     offering price is estimated solely for the purpose of determining the
     registration fee and is based on the average of the bid and asked prices
     of the common stock of Compass Bancshares, Inc. on December 26, 1995

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this Registration Statement also covers an indeterminate amount
     of interests to be offered or sold pursuant to the employee benefit plan
     described herein.

(3)  Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number
     of shares of securities registered on this Registration Statement will be
     increased as a result of future stock splits, stock dividends or similar
     transactions.

<PAGE>
                                   PART I

                              EXPLANATORY NOTE
                              ----------------


     Compass Bancshares, Inc. (the "Registrant") is filing this Registration
Statement on Form S-8 in order to register 100,000 shares of common stock,
$2.00 par value per share (the "Stock"), to be offered or sold pursuant to the
terms and conditions of the Compass Bancshares, Inc. Deferred Compensation Plan
(the "Plan"), as well as an indeterminate amount of interests in the Plan to be
offered and sold pursuant to the Plan in accordance with Rule 416(c) of the
Securities Act of 1933.

     A prospectus meeting the requirements of Part I of Form S-8 and containing
the statement required by Item 2 of Form S-8 has been prepared.  Such
prospectus is not included in this Registration Statement but will be delivered
to all participants in the Plan pursuant to Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act").


                                  PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
              --------------------------------------------------

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by the Registrant and the Plan with the
Securities and Exchange Commission (the "Commission") are incorporated herein
by reference and made a part hereof:

          (a)  The Registrant's annual report on Form 10-K for the fiscal year
ended December 31, 1994.  (File No. 0-6032);

          (b)  The Registrant's quarterly report on Form 10-Q for the quarter
ending March 31, 1995.  (File No. 0-6032);

          (c)  The Registrant's quarterly report on Form 10-Q for the quarter
ending June 30, 1995.  (File No. 0-6032);

          (d)  The Registrant's quarterly report on Form 10-Q for the quarter
ending September 30, 1995.  (File No. 0-6032);

          (e)  All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the annual report
referred to in clause (a) above; and

          (f)  The description of the Registrant's common stock contained in
its Proxy Statement dated April 6, 1982, relating to the Annual Meeting held on
May 17, 1982, as updated by any amendment or report filed for the purpose of
updating such description (File No. 0-6032).

          Each document or report subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
after the date hereof and prior to the termination of the offering of the Stock
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such document.

          Any statement contained herein, or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interest of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Section 17 of Article V of the By-Laws of the Company provides in
part as follows:

          Without limitation, the Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suite or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the full extent permitted by the General
Corporation Law of Delaware, upon such determination having been made as to his
good faith and conduct as is required by said General Corporation Law.
Expenses incurred in defending a civil or criminal action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding to the extent, if any, authorized by the Board of
Directors in accordance with the provisions of said General Corporation Law,
upon receipt of any undertaking by or on behalf of the director, officer,
employee or agent to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the Corporation.

Under Section 145 of the Delaware General Corporation Law, directors and
officers of Delaware corporations are entitled to indemnification consistent
with the Corporation's Certificate of Incorporation, By-Laws, resolutions and
other proper action under the circumstances set forth therein.

          In addition, Article 8 of the Registrant's Restated Certificate of
Incorporation provides as follows:

               No director shall be personally liable to the Corporation
     or its stockholders for monetary damages for any breach of fiduciary
     duty of such directors as a director, except (i) for breach of the
     director's duty of loyalty to the Corporation or its stockholders,
     (ii) for acts or omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law, (iii) pursuant
     to Section 174 of the Delaware General Corporation Law, or (iv) for
     any transaction from which the director derived an improper personal
     benefit.  No amendment to repeal this Article 8 shall apply to or
     have any effect on the liability or alleged liability of any director
     of the Corporation for or with respect to any acts or omissions of
     such director occurring prior to such amendment to repeal.

This provision is authorized by 1986 amendments to the Delaware General
Corporation Law, Section 102(b)(7).

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Corporation pursuant to the foregoing provisions, or otherwise, the
Registrant has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.  In the event that a claim for indemnification
against such liabilities (other than by the controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Corporation will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of 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.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          The following exhibits are filed herewith or incorporated by
reference herein as part of this Registration Statement:

     Sequential       
      Exhibit                       Description
     ----------                     -----------
                      
        4(a)          Restated Certificate of Incorporation of
                      the Registrant dated May 17, 1982 (Filed
                      with the December 11, 1982 Form 10-K of
                      the Registrant and incorporated herein by
                      reference (File No. 0-6032)).

        4(b)          Certificate of Amendment to Restated
                      Certificate of Incorporation of Registrant
                      dated May 20, 1986 (Filed as Exhibit 4(b)
                      to Registration Statement on Form S-8,
                      Registration No. 33-39095, and
                      incorporated herein by reference (File No.
                      0-6032)).
                      
        4(c)          Certificate of Amendment to Restated
                      Certificate of Incorporation of the
                      Registrant dated May 15, 1987 (Filed as
                      Exhibit 3.1.2 to the Registrant's Post-
                      Effective Amendment No. 1 to Registration
                      Statement on Form S-4, Registration No. 33-
                      10797, and incorporated herein by
                      reference (File No. 0-6032)).

        4(d)          Certificate of Amendment to Restated
                      Certificate of Incorporation of the
                      Registrant dated November 8, 1993 (Filed
                      as Exhibit 3(d) to the Registrant's
                      Registration Statement on Form S-4,
                      Registration No. 33-51919, and
                      incorporated herein by reference (File No.
                      0-6032)).

        4(e)          Certificate of Amendment to Restated
                      Certificate of Incorporation of the
                      Registrant dated September 19, 1994 (Filed
                      as Exhibit 3.5 to the Registrant's
                      Registration Statement on Form S-4,
                      Registration No. 33-55899, and
                      incorporated herein by reference (File No.
                      0-6032)).

        4(f)          Bylaws of the Registrant (Amended and
                      Restated as of March 15, 1982) (Filed with
                      the December 31, 1982 10-K of the
                      Registrant and incorporated herein by
                      reference (File No. 0-6032)).

        4(g)          Compass Bancshares, Inc. Deferred
                      Compensation Plan.

         23           Consent of KPMG Peat Marwick.

Item 9.   Undertakings.

          a.   The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement 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.

               (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

               (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

               (4)  That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the 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.

               (5)  To deliver or cause to be delivered with the prospectus to
each employee to whom the prospectus is sent or given a copy of the
Registrant's annual report to stockholders for its last fiscal year, unless
such employee otherwise has received a copy of such report, in which case the
Registrant shall state in the prospectus that it will promptly furnish, without
charge, a copy of such report on written request of the employee.  If the last
fiscal year of the Registrant has ended within 120 days prior to the use of the
prospectus, the annual report of the Registrant for the proceeding fiscal year
may be so delivered, but within such 120 day period the annual report for the
last fiscal year will be furnished to each such employee.

               (6)  To transmit or cause to be transmitted to all employees
participating in the Plan who do not otherwise receive such material as
stockholders of the Registrant at the time and in the manner such material is
sent to its stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                SIGNATURES
                                ----------

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Birmingham, State of Alabama, on
December 18, 1995.

                                   COMPASS BANCSHARES, INC.
                                   
                                   
                                   By: /s/ D. Paul Jones, Jr.
                                       ----------------------
                                         D. Paul Jones, Jr.
                                 Chairman and Chief Executive Officer
                                   


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


          SIGNATURE              TITLE              Date
          ---------              -----              ----
                                               
/s/ D. Paul Jones, Jr.          Director,      December 18, 1995
- ----------------------          Chairman
D. Paul Jones, Jr.              and Chief
                                Executive
                                Officer
                                (Principal
                                Executive
                                Officer)



/s/ Michael A. Bean             Chief          December 18, 1995
- -------------------             Accounting
Michael A. Bean                 Officer



/s/ Garrett R. Hegel            Chief          December 18, 1995
- --------------------            Financial
Garrett R. Hegel                Officer



                                Director       December ___, 1995
- --------------------
Harry B. Brock, Jr.



                                Director       December ___, 1995
- --------------------
Stanley M. Brock



/s/ Charles W. Daniel           Director       December 18, 1995
- ---------------------
Charles W. Daniel
                                               

/s/ William Eugene Davenport    Director       December 18, 1995
- ----------------------------
William Eugene Davenport



                                Director       December ___, 1995
- ------------------------
Garry Neil Drummond, Sr.



/s/ Marshall Durbin, Jr.        Director       December 18, 1995
- ------------------------
Marshall Durbin, Jr.



/s/ Tranum Fitzpatrick          Director       December 18, 1995
- ----------------------
Tranum Fitzpatrick



/s/ George W. Hansberry, M.D.   Director       December 18, 1995
- -----------------------------
George W. Hansberry, M.D.
                                               


/s/ Goodwin L. Myrick           Director       December 18, 1995
- ---------------------
Goodwin L. Myrick



/s/ John S. Stein               Director       December 18, 1995
- -----------------
John S. Stein


     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant, as the administrator of the Plan, has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on December 18, 1995.


                              COMPASS BANCSHARES, INC.
                              DEFERRED COMPENSATION PLAN

                                   By:  COMPASS BANCSHARES, INC.
                                   Its: Sponsor and Administrator



                                   By:/s/ D. Paul Jones, Jr.
                                      ----------------------
                                        D. Paul Jones, Jr.
                                   Its: President

<PAGE>
                              INDEX TO EXHIBITS
                              -----------------



      Exhibit                Description                Page
      -------                -----------                ----

        4(a)          Restated Certificate of          
                      Incorporation of the
                      Registrant dated May 17,
                      1982 (Filed with the
                      December 11, 1982 Form 10-K
                      of the Registrant and
                      incorporated herein by
                      reference (File No. 0-
                      6032)).

        4(b)          Certificate of Amendment to      
                      Restated Certificate of
                      Incorporation of Registrant
                      dated May 20, 1986 (Filed
                      as Exhibit 4(b) to
                      Registration Statement on
                      Form S-8, Registration No.
                      33-39095, and incorporated
                      herein by reference (File
                      No. 0-6032)).

        4(c)          Certificate of Amendment to      
                      Restated Certificate of
                      Incorporation of the
                      Registrant dated May 15,
                      1987 (Filed as Exhibit
                      3.1.2 to the Registrant's
                      Post-Effective Amendment
                      No. 1 to Registration
                      Statement on Form S-4,
                      Registration No. 33-10797,
                      and incorporated herein by
                      reference (File No. 0-
                      6032)).

        4(d)          Certificate of Amendment to      
                      Restated Certificate of
                      Incorporation of the
                      Registrant dated November
                      8, 1993 (Filed as Exhibit
                      3(d) to the Registrant's
                      Registration Statement on
                      Form S-4, Registration No.
                      33-51919, and incorporated
                      herein by reference (File
                      No. 0-6032)).

        4(e)          Certificate of Amendment to      
                      Restated Certificate of
                      Incorporation of the
                      Registrant dated September
                      19, 1994 (Filed as Exhibit
                      3.5 to the Registrant's
                      Registration Statement on
                      Form S-4, Registration No.
                      33-55899, and incorporated
                      herein by reference (File
                      No. 0-6032)).

        4(f)          Bylaws of the Registrant         
                      (Amended and Restated as of
                      March 15, 1982) (Filed with
                      the December 31, 1982 10-K
                      of the Registrant and
                      incorporated herein by
                      reference (File No. 0-
                      6032)).

        4(g)          Compass Bancshares, Inc.         
                      Deferred Compensation
                      Plan.

        23            Consent of KPMG Peat             
                      Marwick.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24689}]
{"company-data": {"conformed-name": "COMPASS BANCSHARES INC", "cik": "0000018568", "assigned-sic": "6021", "irs-number": "630593897", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65437", "film-number": "95605128"}, "business-address": {"street1": "15 SOUTH 20TH ST", "street2": "P O BOX 10566", "city": "BIRMINGHAM", "state": "AL", "zip": "35233", "phone": "2059333000"}, "former-company": [{"former-conformed-name": "CENTRAL BANCSHARES OF THE SOUTH INC", "date-changed": "19920703"}, {"former-conformed-name": "CENTRAL & STATE NATIONAL CORP OF ALABAMA", "date-changed": "19730212"}]}
As filed with the Securities and Exchange Commission on December 28,  1995.

                                                 Registration No. ____________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-8

           Registration Statement Under The Securities Act of 1933

                           COMPASS BANCSHARES, INC.
              --------------------------------------------------
              (Exact Name of Issuer as Specified in Its Charter)

       DELAWARE                                         63-0593897
- ------------------------                    ---------------------------------
(State of Incorporation)                    (IRS Employer Identification No.)

                             15 South 20th Street
                          Birmingham, Alabama  35233
                   ----------------------------------------
                   (Address of Principal Executive Offices)

                           COMPASS BANCSHARES, INC.
                          DEFERRED COMPENSATION PLAN
                          --------------------------
                           (Full Title of the Plan)

                           Jerry W. Powell, Esquire
                        General Counsel and Secretary
                15 South 20th Street, Birmingham, Alabama  35233
                ------------------------------------------------
                   (Name and Address of Agent for Service)

                               (205) 933-3645
        -------------------------------------------------------------
        (Telephone Number, including area code, of Agent for Service)

                       CALCULATION OF REGISTRATION FEE
Proposed Maximum   Proposed Maximum        Amount
Title of Securities    Amount Being   Offering Price       Aggregate              of
 Being Registered       Registered     Per Share (1)   Offering Price (1)  Registration Fee
- -------------------    ------------  ----------------  ------------------  ----------------
Common Stock
$2.00 par value(2)       100,000          $32.50           $3,250,000          $1,120.69
(1) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
     offering price is estimated solely for the purpose of determining the
     registration fee and is based on the average of the bid and asked prices
     of the common stock of Compass Bancshares, Inc. on December 26, 1995

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this Registration Statement also covers an indeterminate amount
     of interests to be offered or sold pursuant to the employee benefit plan
     described herein.

(3)  Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number
     of shares of securities registered on this Registration Statement will be
     increased as a result of future stock splits, stock dividends or similar
     transactions.
PART I

                              EXPLANATORY NOTE
                              ----------------

     Compass Bancshares, Inc. (the "Registrant") is filing this Registration
Statement on Form S-8 in order to register 100,000 shares of common stock,
$2.00 par value per share (the "Stock"), to be offered or sold pursuant to the
terms and conditions of the Compass Bancshares, Inc. Deferred Compensation Plan
(the "Plan"), as well as an indeterminate amount of interests in the Plan to be
offered and sold pursuant to the Plan in accordance with Rule 416(c) of the
Securities Act of 1933.

     A prospectus meeting the requirements of Part I of Form S-8 and containing
the statement required by Item 2 of Form S-8 has been prepared.  Such
prospectus is not included in this Registration Statement but will be delivered
to all participants in the Plan pursuant to Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act").

                                  PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
              --------------------------------------------------

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by the Registrant and the Plan with the
Securities and Exchange Commission (the "Commission") are incorporated herein
by reference and made a part hereof:

          (a)  The Registrant's annual report on Form 10-K for the fiscal year
ended December 31, 1994.  (File No. 0-6032);

          (b)  The Registrant's quarterly report on Form 10-Q for the quarter
ending March 31, 1995.  (File No. 0-6032);

          (c)  The Registrant's quarterly report on Form 10-Q for the quarter
ending June 30, 1995.  (File No. 0-6032);

          (d)  The Registrant's quarterly report on Form 10-Q for the quarter
ending September 30, 1995.  (File No. 0-6032);

          (e)  All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the annual report
referred to in clause (a) above; and

          (f)  The description of the Registrant's common stock contained in
its Proxy Statement dated April 6, 1982, relating to the Annual Meeting held on
May 17, 1982, as updated by any amendment or report filed for the purpose of
updating such description (File No. 0-6032).

          Each document or report subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
after the date hereof and prior to the termination of the offering of the Stock
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such document.

          Any statement contained herein, or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interest of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Section 17 of Article V of the By-Laws of the Company provides in
part as follows:

          Without limitation, the Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suite or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the full extent permitted by the General
Corporation Law of Delaware, upon such determination having been made as to his
good faith and conduct as is required by said General Corporation Law.
Expenses incurred in defending a civil or criminal action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding to the extent, if any, authorized by the Board of
Directors in accordance with the provisions of said General Corporation Law,
upon receipt of any undertaking by or on behalf of the director, officer,
employee or agent to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the Corporation.

Under Section 145 of the Delaware General Corporation Law, directors and
officers of Delaware corporations are entitled to indemnification consistent
with the Corporation's Certificate of Incorporation, By-Laws, resolutions and
other proper action under the circumstances set forth therein.

          In addition, Article 8 of the Registrant's Restated Certificate of
Incorporation provides as follows:

               No director shall be personally liable to the Corporation
     or its stockholders for monetary damages for any breach of fiduciary
     duty of such directors as a director, except (i) for breach of the
     director's duty of loyalty to the Corporation or its stockholders,
     (ii) for acts or omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law, (iii) pursuant
     to Section 174 of the Delaware General Corporation Law, or (iv) for
     any transaction from which the director derived an improper personal
     benefit.  No amendment to repeal this Article 8 shall apply to or
     have any effect on the liability or alleged liability of any director
     of the Corporation for or with respect to any acts or omissions of
     such director occurring prior to such amendment to repeal.

This provision is authorized by 1986 amendments to the Delaware General
Corporation Law, Section 102(b)(7).

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Corporation pursuant to the foregoing provisions, or otherwise, the
Registrant has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.  In the event that a claim for indemnification
against such liabilities (other than by the controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Corporation will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of 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.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          The following exhibits are filed herewith or incorporated by
reference herein as part of this Registration Statement:

     Sequential       
      Exhibit                       Description
     ----------                     -----------
                      
        4(a)          Restated Certificate of Incorporation of
                      the Registrant dated May 17, 1982 (Filed
                      with the December 11, 1982 Form 10-K of
                      the Registrant and incorporated herein by
                      reference (File No. 0-6032)).

        4(b)          Certificate of Amendment to Restated
                      Certificate of Incorporation of Registrant
                      dated May 20, 1986 (Filed as Exhibit 4(b)
                      to Registration Statement on Form S-8,
                      Registration No. 33-39095, and
                      incorporated herein by reference (File No.
                      0-6032)).
                      
        4(c)          Certificate of Amendment to Restated
                      Certificate of Incorporation of the
                      Registrant dated May 15, 1987 (Filed as
                      Exhibit 3.1.2 to the Registrant's Post-
                      Effective Amendment No. 1 to Registration
                      Statement on Form S-4, Registration No. 33-
                      10797, and incorporated herein by
                      reference (File No. 0-6032)).

        4(d)          Certificate of Amendment to Restated
                      Certificate of Incorporation of the
                      Registrant dated November 8, 1993 (Filed
                      as Exhibit 3(d) to the Registrant's
                      Registration Statement on Form S-4,
                      Registration No. 33-51919, and
                      incorporated herein by reference (File No.
                      0-6032)).

        4(e)          Certificate of Amendment to Restated
                      Certificate of Incorporation of the
                      Registrant dated September 19, 1994 (Filed
                      as Exhibit 3.5 to the Registrant's
                      Registration Statement on Form S-4,
                      Registration No. 33-55899, and
                      incorporated herein by reference (File No.
                      0-6032)).

        4(f)          Bylaws of the Registrant (Amended and
                      Restated as of March 15, 1982) (Filed with
                      the December 31, 1982 10-K of the
                      Registrant and incorporated herein by
                      reference (File No. 0-6032)).

        4(g)          Compass Bancshares, Inc. Deferred
                      Compensation Plan.

         23           Consent of KPMG Peat Marwick.

Item 9.   Undertakings.

          a.   The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement 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.

               (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

               (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

               (4)  That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the 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.

               (5)  To deliver or cause to be delivered with the prospectus to
each employee to whom the prospectus is sent or given a copy of the
Registrant's annual report to stockholders for its last fiscal year, unless
such employee otherwise has received a copy of such report, in which case the
Registrant shall state in the prospectus that it will promptly furnish, without
charge, a copy of such report on written request of the employee.  If the last
fiscal year of the Registrant has ended within 120 days prior to the use of the
prospectus, the annual report of the Registrant for the proceeding fiscal year
may be so delivered, but within such 120 day period the annual report for the
last fiscal year will be furnished to each such employee.

               (6)  To transmit or cause to be transmitted to all employees
participating in the Plan who do not otherwise receive such material as
stockholders of the Registrant at the time and in the manner such material is
sent to its stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                SIGNATURES
                                ----------

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Birmingham, State of Alabama, on
December 18, 1995.

                                   COMPASS BANCSHARES, INC.
                                   
                                   
                                   By: /s/ D. Paul Jones, Jr.
                                       ----------------------
                                         D. Paul Jones, Jr.
                                 Chairman and Chief Executive Officer
                                   

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

          SIGNATURE              TITLE              Date
          ---------              -----              ----
                                               
/s/ D. Paul Jones, Jr.          Director,      December 18, 1995
- ----------------------          Chairman
D. Paul Jones, Jr.              and Chief
                                Executive
                                Officer
                                (Principal
                                Executive
                                Officer)

/s/ Michael A. Bean             Chief          December 18, 1995
- -------------------             Accounting
Michael A. Bean                 Officer

/s/ Garrett R. Hegel            Chief          December 18, 1995
- --------------------            Financial
Garrett R. Hegel                Officer

                                Director       December ___, 1995
- --------------------
Harry B. Brock, Jr.

                                Director       December ___, 1995
- --------------------
Stanley M. Brock

/s/ Charles W. Daniel           Director       December 18, 1995
- ---------------------
Charles W. Daniel
                                               

/s/ William Eugene Davenport    Director       December 18, 1995
- ----------------------------
William Eugene Davenport

                                Director       December ___, 1995
- ------------------------
Garry Neil Drummond, Sr.

/s/ Marshall Durbin, Jr.        Director       December 18, 1995
- ------------------------
Marshall Durbin, Jr.

/s/ Tranum Fitzpatrick          Director       December 18, 1995
- ----------------------
Tranum Fitzpatrick

/s/ George W. Hansberry, M.D.   Director       December 18, 1995
- -----------------------------
George W. Hansberry, M.D.
                                               

/s/ Goodwin L. Myrick           Director       December 18, 1995
- ---------------------
Goodwin L. Myrick

/s/ John S. Stein               Director       December 18, 1995
- -----------------
John S. Stein

     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant, as the administrator of the Plan, has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on December 18, 1995.

                              COMPASS BANCSHARES, INC.
                              DEFERRED COMPENSATION PLAN

                                   By:  COMPASS BANCSHARES, INC.
                                   Its: Sponsor and Administrator

                                   By:/s/ D. Paul Jones, Jr.
                                      ----------------------
                                        D. Paul Jones, Jr.
                                   Its: President
INDEX TO EXHIBITS
                              -----------------

      Exhibit                Description                Page
      -------                -----------                ----

        4(a)          Restated Certificate of          
                      Incorporation of the
                      Registrant dated May 17,
                      1982 (Filed with the
                      December 11, 1982 Form 10-K
                      of the Registrant and
                      incorporated herein by
                      reference (File No. 0-
                      6032)).

        4(b)          Certificate of Amendment to      
                      Restated Certificate of
                      Incorporation of Registrant
                      dated May 20, 1986 (Filed
                      as Exhibit 4(b) to
                      Registration Statement on
                      Form S-8, Registration No.
                      33-39095, and incorporated
                      herein by reference (File
                      No. 0-6032)).

        4(c)          Certificate of Amendment to      
                      Restated Certificate of
                      Incorporation of the
                      Registrant dated May 15,
                      1987 (Filed as Exhibit
                      3.1.2 to the Registrant's
                      Post-Effective Amendment
                      No. 1 to Registration
                      Statement on Form S-4,
                      Registration No. 33-10797,
                      and incorporated herein by
                      reference (File No. 0-
                      6032)).

        4(d)          Certificate of Amendment to      
                      Restated Certificate of
                      Incorporation of the
                      Registrant dated November
                      8, 1993 (Filed as Exhibit
                      3(d) to the Registrant's
                      Registration Statement on
                      Form S-4, Registration No.
                      33-51919, and incorporated
                      herein by reference (File
                      No. 0-6032)).

        4(e)          Certificate of Amendment to      
                      Restated Certificate of
                      Incorporation of the
                      Registrant dated September
                      19, 1994 (Filed as Exhibit
                      3.5 to the Registrant's
                      Registration Statement on
                      Form S-4, Registration No.
                      33-55899, and incorporated
                      herein by reference (File
                      No. 0-6032)).

        4(f)          Bylaws of the Registrant         
                      (Amended and Restated as of
                      March 15, 1982) (Filed with
                      the December 31, 1982 10-K
                      of the Registrant and
                      incorporated herein by
                      reference (File No. 0-
                      6032)).

        4(g)          Compass Bancshares, Inc.         
                      Deferred Compensation
                      Plan.

        23            Consent of KPMG Peat             
                      Marwick.