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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                   FORM 10-K
 
             Annual Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
 
  For the Fiscal Year Ended December 31, 1998  Commission File Number 1-7476
 
                            AmSouth Bancorporation
            (Exact Name of registrant as specified in its charter)
 
               Delaware                              63-0591257
   (State or other jurisdiction of      (I.R.S. Employer Identification No.)
    Incorporation or Organization)
 
         AmSouth-Sonat Tower
       1900 Fifth Avenue North                          35203
         Birmingham, Alabama                         (Zip Code)
   (Address of principal executive
               offices)
 
                                (205) 320-7151
              Registrant's telephone number, including area code
          Securities registered pursuant to Section 12(b) of the Act:
 
         Title of each class               Name of each exchange on which
   Common Stock, par value $1.00 per                 registered
   share                                       New York Stock Exchange
   Floating Rate Notes Due 1999                New York Stock Exchange
   Stock Purchase Rights                       New York Stock Exchange
 
          Securities registered pursuant to Section 12(g) of the Act:
 
                                     None
 
   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No
 
   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K ((S)229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]
 
   The aggregate market value of the common equity held by nonaffiliates of
the registrant as of February 16, 1999 was $5,156,897,000. (Note 1)
 
   As of February 28, 1999, AmSouth Bancorporation had 117,688,033 shares of
common stock outstanding.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
   Portions of the following documents are incorporated by reference herein:
 
  Annual Report to Shareholders for the year ended December 31, 1998: Part I,
  Part II
 
  Proxy Statement for Annual Meeting to be held April 15, 1999: Part III
 
   Note 1: In calculating the market value of the common equity held by
nonaffiliates of AmSouth as disclosed on the cover page of this Form 10-K,
AmSouth has treated as common equity held by affiliates only voting stock
owned as of February 16, 1999 by its directors and principal executive
officers and voting stock held by AmSouth's employee benefit plans. AmSouth
has not treated stock held by any of AmSouth's subsidiaries as pledgee or in a
fiduciary capacity as stock held by affiliates of AmSouth for purposes of this
response. AmSouth had no nonvoting common equity outstanding at February 16,
1999. AmSouth's response to this item is not intended to be an admission that
any person is an affiliate of AmSouth for any purpose other than this
response.
 
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<PAGE>
 
                             AMSOUTH BANCORPORATION
 
                                   Form 10-K
 
                                     INDEX
 
<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
PART I
Item 1.  Business........................................................    3
Item 2.  Properties......................................................    9
Item 3.  Legal Proceedings...............................................    9
Item 4.  Submission of Matters to a Vote of Security Holders.............    9
Executive Officers of the Registrant.....................................   10
PART II
Item 5.  Market for Registrant's Common Equity and Related Stockholder
 Matters.................................................................   11
Item 6.  Selected Financial Data.........................................   12
Item 7.  Management's Discussion and Analysis of Financial Condition and
 Results of Operations...................................................   13
Item 7A.  Quantitative and Qualitative Disclosures about Market Risk.....   13
Item 8.  Financial Statements and Supplementary Data.....................   13
Item 9.  Changes in and Disagreements with Accountants on Accounting and
 Financial Disclosure....................................................   13
PART III
Item 10. Directors and Executive Officers of the Registrant..............   13
Item 11. Executive Compensation..........................................   13
Item 12. Security Ownership of Certain Beneficial Owners and Management..   14
Item 13. Certain Relationships and Related Transactions..................   14
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-
 K.......................................................................   14
SIGNATURES...............................................................   15
EXHIBIT INDEX............................................................   17
</TABLE>
 
                                       2
<PAGE>
 
                                    PART I
 
ITEM 1. BUSINESS
 
General
 
   AmSouth Bancorporation (AmSouth) is a bank holding company, which was
organized in 1970 as a corporation under the laws of Delaware and commenced
doing business in 1972. At December 31, 1998, AmSouth had total consolidated
assets of approximately $19.9 billion. AmSouth offers a broad range of bank
and bank-related services through its subsidiaries. AmSouth's principal
subsidiary is AmSouth Bank (the Bank).
 
   The Bank is a banking corporation organized under the laws of the State of
Alabama and a wholly-owned subsidiary of AmSouth. As of December 31, 1998, the
Bank had total consolidated assets of approximately $19.8 billion and total
consolidated deposits of approximately $13.3 billion. As of December 31, 1998,
the assets of the Bank constituted virtually all of the assets of AmSouth.
 
   AmSouth has three reportable segments: Consumer Banking, Commercial Banking
and Capital Management. Consumer Banking delivers a full range of financial
services to individuals and small businesses. Services include loan products
such as residential mortgages, equity lending, credit cards, and loans for
automobile and other personal financing needs, and various products designed
to meet the credit needs of small businesses. In addition, Consumer Banking
offers various deposit products that meet customers' savings and transaction
needs. Commercial Banking meets corporate and middle market customers' needs
with a comprehensive array of credit, treasury management, international, and
capital markets services. Included among these are several specialty services
such as real estate finance, asset based lending, commercial leasing, and
healthcare banking. Capital Management is comprised of client fiduciary
services and broker/dealer services, and provides primarily fee based income.
This area includes not only traditional trust services, but also a substantial
selection of investment management services including AmSouth's proprietary
mutual fund family. The services and products of all three of AmSouth's
segments are offered to businesses and individuals through approximately 275
banking offices located in Alabama, Florida, Tennessee, and Georgia. In
addition to its banking offices, the Bank operates a network of over 640
automated teller machines that are linked with shared automated tellers in all
50 states. Further segment information is included in Note 20 of Notes to
Consolidated Financial Statements, which is incorporated herein by reference
pursuant to Item 8, Financial Statements and Supplementary Data.
 
   As of February 28, 1999, AmSouth and its subsidiaries had 6,729 employees.
 
Competition
 
   AmSouth's subsidiaries compete aggressively with banks located in Alabama,
Florida, Tennessee, and Georgia, as well as large banks in major financial
centers, and with other financial institutions, such as savings and loan
associations, credit unions, consumer finance companies, brokerage firms,
insurance companies, investment companies, mortgage companies, and financial
service operations of major retailers. Competition is based on a number of
factors, including prices, interest rates, services, and availability of
products. AmSouth also competes with the other bank holding companies
headquartered in Alabama, Florida, Tennessee, Georgia, and other states for
the acquisition of financial institutions.
 
   At December 31, 1998, AmSouth was the third largest bank holding company
headquartered in Alabama in terms of equity capital and total assets. However,
AmSouth is significantly smaller than many of the financial institutions
competing in Alabama, Florida, Tennessee, and Georgia.
 
   Various regulatory developments and existing laws have allowed financial
institutions to conduct significant activities on an interstate basis for a
number of years. During recent years, a number of financial institutions
expanded their out-of-state activities, and various states enacted legislation
intended to allow certain interstate banking combinations which otherwise
would have been prohibited by federal law. For a number of
 
                                       3
<PAGE>
 
years, the Bank Holding Company Act of 1956, as amended (the BHCA), generally
provided that no company which owned or controlled a commercial bank in the
United States could acquire ownership or control of a commercial bank in a
state other than the state in which the company's banking subsidiaries were
principally located unless the acquisition was specifically authorized by the
laws of the state in which the bank being acquired was located.
 
   The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
(the IBBEA) authorized interstate acquisitions of banks and bank holding
companies without geographic limitation beginning September 29, 1995. In
addition, beginning June 1, 1997, the IBBEA authorizes a bank to merge with a
bank in another state as long as neither of the states has opted out of
interstate branching by May 31, 1997. A bank may establish and operate a de
novo branch in a state in which the bank does not maintain a branch if that
state expressly permits de novo branching. Once a bank has established
branches in a state through an interstate merger transaction, the bank may
establish and acquire additional branches at any location in the state where
any bank involved in the interstate merger transaction could have established
or acquired branches under applicable federal or state law. A bank that has
established a branch in a state through de novo branching may establish and
acquire additional branches in such state in the same manner and to the same
extent as a bank having a branch in such state as a result of an interstate
merger. If a state opted out of interstate branching within the specified time
period, no bank in any other state may establish a branch in the opting out
state, whether through an acquisition or de novo. None of the states in which
AmSouth had subsidiary banks on June 1, 1997 "opted out" of the provisions of
the IBBEA permitting interstate branching by acquisition. Accordingly, on June
25, 1997, AmSouth merged its subsidiary banks in Alabama, Florida, Tennessee,
and Georgia to form AmSouth Bank, as permitted by the IBBEA. Although the
management of AmSouth cannot predict with certainty the full effect of the
IBBEA on AmSouth, management believes the IBBEA resulted in greater
consolidation within the banking industry and that such consolidation is
likely to continue.
 
Business Combinations
 
   AmSouth continually evaluates business combination opportunities and
sometimes conducts due diligence activities in connection with them. As a
result, business combination discussions and, in some cases, negotiations take
place, and transactions involving cash, debt or equity securities can be
expected. Any future business combination or series of business combinations
that AmSouth might undertake may be material, in terms of assets acquired or
liabilities assumed, to AmSouth's financial condition. Recent business
combinations in the banking industry have typically involved the payment of a
premium over book and market values. This practice may result in dilution of
book value and net income per share for the acquirers.
 
Supervision and Regulation
 
   The following discussion addresses the regulatory framework applicable to
bank holding companies and their subsidiaries, and provides certain specific
information relevant to AmSouth. Regulation of financial institutions such as
AmSouth and its subsidiaries is intended primarily for the protection of
depositors, the deposit insurance funds of the Federal Deposit Insurance
Corporation (the FDIC) and the banking system as a whole, and generally is not
intended for the protection of stockholders or other investors.
 
   The following is a summary of certain statutes and regulations that apply
to the operation of banking institutions. Changes in the applicable laws, and
in their application by regulatory agencies, cannot necessarily be predicted,
but they may have a material effect on the business and results of banking
organizations, including AmSouth.
 
                                       4
<PAGE>
 
 General
 
   As a bank holding company, AmSouth is subject to the regulation and
supervision of the Board of Governors of the Federal Reserve System (the
Federal Reserve Board) under the BHCA. Under the BHCA, bank holding companies
may not, in general, directly or indirectly acquire the ownership or control
of more than 5 percent of the voting shares or substantially all of the assets
of any company, including a bank, without the prior approval of the Federal
Reserve Board. In addition, bank holding companies are generally prohibited
under the BHCA from engaging in nonbanking activities, subject to certain
exceptions.
 
   The Bank is a state bank, chartered under the laws of Alabama, and is a
member of the Federal Reserve System. It is generally subject to regulation
and supervision by both the Federal Reserve Board and the Office of the
Superintendent of Banking of the State of Alabama. The Bank is also an insured
depository institution and, therefore, also subject to regulation by the FDIC.
The Bank is also subject to various requirements and restrictions under
federal and state law, including requirements to maintain reserves against
deposits, restrictions on the types and amounts of loans that may be granted
and the interest that may be charged thereon, and limitations on the types of
investments that may be made and the types of services that may be offered.
Various consumer laws and regulations also affect the operations of the Bank.
In addition to the impact of regulation, commercial banks are affected
significantly by the actions of the Federal Reserve Board as it attempts to
control the money supply and credit availability in order to influence the
economy.
 
   Various legislative proposals have been made that would affect the
operations of bank holding companies and their subsidiaries, including
proposals to revise the bank regulatory system and to allow affiliations
between bank holding companies and nonbank entities that are restricted under
current law. AmSouth is unable to predict whether any of these proposals will
be adopted and, if so, what their effect on AmSouth would be.
 
 Payment of Dividends
 
   AmSouth is a legal entity separate and distinct from its banking and other
subsidiaries. The principal source of cash flow for AmSouth, including cash
flow to pay dividends on AmSouth's capital stock and to pay interest and
principal on any debt of AmSouth, is dividends from the Bank. There are
statutory and regulatory limitations on the payment of dividends by the Bank
to AmSouth as well as by AmSouth to its shareholders. The payment of dividends
by AmSouth and the Bank also may be affected by other factors, such as the
requirement to maintain capital at or above regulatory guidelines. See
"Capital Adequacy and Related Matters" below.
 
   Under Alabama law, a bank may not pay a dividend in excess of 90 percent of
its net earnings until the bank's surplus is equal to at least 20 percent of
capital. The Bank is also required by Alabama law to obtain the prior approval
of the Superintendent of the State Banking Department of Alabama for the
payment of dividends if the total of all dividends declared by the Bank in any
calendar year will exceed the total of (a) the Bank's net earnings (as defined
by statute) for that year, plus (b) its retained net earnings for the
preceding two years, less any required transfers to surplus. Also, no
dividends may be paid from the Bank's surplus without the prior written
approval of the Superintendent.
 
   In addition, as a member of the Federal Reserve System, the Bank is
required by federal law to obtain regulatory approval for the payment of
dividends if the total of all dividends declared by the Board of Directors of
the Bank in any year could exceed the total of (a) the Bank's net income (as
reportable in its Reports of Condition and Income) for that year, plus (b) the
Bank's retained net income (as defined and interpreted by regulation) for the
preceding two years, less any net losses incurred in the current or prior two
years and any required transfers to surplus or a fund for the retirement of
preferred stock.
 
   Furthermore, if, in the opinion of the applicable federal bank regulatory
authority, a bank under its jurisdiction is engaged in or is about to engage
in an unsafe or unsound practice (which, depending on the financial condition
of the bank, could include the payment of dividends), such authority may
require, after
 
                                       5
<PAGE>
 
notice and a hearing, that such bank cease and desist from such practice. The
Federal Reserve Board has indicated that paying dividends that deplete a
bank's capital base to an inadequate level would be an unsafe and unsound
banking practice. In addition, the Federal Deposit Insurance Act (the FDI Act)
imposes additional restrictions on the payments of dividends by the Bank, as
described under "Capital Adequacy and Related Matters-Prompt Corrective
Action" below. Moreover, the Federal Reserve Board has issued a policy
statement which provides that bank holding companies and state member banks
should generally pay dividends only out of current operating earnings.
 
   Under dividend restrictions imposed under federal and Alabama law,
including those described above, the Bank, without obtaining government
approvals, could declare aggregate dividends in 1999 of approximately $19.2
million, plus an additional amount equal to its net income for 1999.
 
 Capital Adequacy and Related Matters
 
 Capital Guidelines
 
   The Federal Reserve Board has adopted risk-based capital guidelines for
bank holding companies. The minimum guideline for the ratio of total
regulatory capital (Total Capital) to risk-weighted assets (including certain
off-balance-sheet items, such as standby letters of credit) is 8 percent. At
least half of the Total Capital must be composed of common stockholders'
equity, retained earnings, minority interests in the equity accounts of
consolidated subsidiaries, noncumulative perpetual preferred stock, and a
limited amount of qualifying cumulative perpetual preferred stock, less
goodwill and certain other intangible assets (Tier 1 Capital). The remainder
may consist of subordinated debt, other preferred stock and a limited amount
of loan loss reserves. At December 31, 1998, AmSouth's consolidated Tier 1
Capital and Total Capital ratios were 6.55 percent and 10.81 percent,
respectively.
 
   In addition, the Federal Reserve Board has established minimum leverage
ratio guidelines for bank holding companies. The guidelines provide for a
minimum ratio of Tier 1 Capital to average assets, less goodwill and certain
other intangible assets (the Leverage Ratio), of 3 percent for bank holding
companies that meet certain specific criteria, including having the highest
regulatory rating. All other bank holding companies generally are required to
maintain a Leverage Ratio of at least 3 percent, plus an additional cushion of
100 to 200 basis points. AmSouth's Leverage Ratio at December 31, 1998 was
6.00 percent. The guidelines also provide that bank holding companies
experiencing internal growth or making acquisitions will be expected to
maintain strong capital positions substantially above the minimum supervisory
levels without significant reliance on intangible assets. Furthermore, the
Federal Reserve Board has indicated that it will consider a "Tangible Tier 1
Capital Leverage Ratio" (deducting all intangibles) and other indicators of
capital strength in evaluating proposals for expansion or new activities.
 
   The Bank is also subject to risk-based and leverage capital requirements,
similar to those described above. The Bank was in compliance with applicable
minimum capital requirements as of December 31, 1998. Neither AmSouth nor the
Bank has been advised by any federal banking agency of any specific minimum
Leverage Ratio requirement applicable to it.
 
   The Federal Reserve Board has adopted modifications to the Tier 1 Capital
and Total Capital ratios applicable to both banks and bank holding companies
that are intended to address "market risk" arising from large trading
portfolios. These modifications are applicable only to banks and bank holding
companies whose trading activities exceed certain thresholds, and to those
that voluntarily comply with the market risk capital requirements. AmSouth is
not subject to, nor has it voluntarily adopted, these new requirements.
 
   Bank regulators have the authority generally to raise capital requirements
applicable to banking organizations beyond their current levels. However, the
management of AmSouth is unable to predict whether and when higher capital
requirements would be imposed, and, if so, at what levels and on what
schedule.
 
                                       6
<PAGE>
 
 Prompt Corrective Action
 
   The FDI Act requires the federal banking regulators to take prompt
corrective action in respect of FDIC-insured depository institutions that do
not meet minimum capital requirements. The FDI Act establishes five capital
tiers: "well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized," and "critically undercapitalized." Under
applicable regulations, a state member bank is defined to be well capitalized
if it maintains a Leverage Ratio of at least 5 percent, a risk-adjusted Tier 1
Capital Ratio of at least 6 percent, and a Total Capital Ratio of at least 10
percent and is not subject to any order or written directive to maintain any
specific capital level. A state member bank is defined to be adequately
capitalized if it maintains a Leverage Ratio of at least 4 percent, a risk-
adjusted Tier 1 Capital Ratio of at least 4 percent, and a Total Capital Ratio
of at least 8 percent. In addition, a state member bank will be considered:
(a) undercapitalized if it fails to meet any minimum required measure; (b)
significantly undercapitalized if it is significantly below such measure; and
(c) critically undercapitalized if it fails to maintain a level of tangible
equity equal to not less than 2 percent of total assets. A state member bank
may be deemed to be in a capitalization category that is lower than is
indicated by its actual capital position if it is operating in an unsafe or
unsound manner or receives an unsatisfactory examination rating. AmSouth
believes that at December 31, 1998, the Bank had capital ratios sufficient to
qualify as "well capitalized."
 
   The capital-based prompt corrective action provisions of the FDI Act and
the implementing regulations apply to FDIC-insured depository institutions
such as the Bank, and are not directly applicable to holding companies, like
AmSouth, that control such institutions. However, the Federal Reserve Board
has indicated that, in regulating bank holding companies, it will take
appropriate action at the holding company level based on an assessment of the
effectiveness of supervisory actions imposed upon subsidiary depository
institutions pursuant to such provisions and regulations. Although the capital
categories defined under the prompt corrective action regulations are not
directly applicable to AmSouth under existing law and regulations, if AmSouth
were placed in a capital category it would qualify as well-capitalized as of
December 31, 1998.
 
   The FDI Act generally prohibits an FDIC-insured depository institution from
making any capital distribution (including payment of dividends) or paying any
management fee to its holding company if the depository institution would
thereafter be undercapitalized. Undercapitalized insured depository
institutions are subject to restrictions on borrowing from the Federal Reserve
System. In addition, undercapitalized depository institutions are subject to
growth limitations and are required to submit capital restoration plans. An
insured depository institution's holding company must guarantee the capital
plan, up to an amount equal to the lesser of 5 percent of the depository
institution's assets at the time it becomes undercapitalized or the amount of
the capital deficiency when the institution fails to comply with the plan. The
federal banking agencies may not accept a capital plan without determining,
among other things, that the plan is based on realistic assumptions and is
likely to succeed in restoring the depository institution's capital. If an
insured depository institution fails to submit an acceptable plan, it is
treated as if it is significantly undercapitalized.
 
   Significantly undercapitalized insured depository institutions may be
subject to a number of requirements and restrictions, including orders to sell
sufficient voting stock to become adequately capitalized, requirements to
reduce total assets and cessation of receipt of deposits from correspondent
banks. Critically undercapitalized insured depository institutions are subject
to appointment of a receiver or conservator.
 
 Brokered Deposits and Pass-Through Insurance
 
   The FDIC has adopted regulations under the FDI Act governing the receipt of
brokered deposits. Under the regulations, an FDIC-insured depository
institution cannot accept, rollover or renew brokered deposits unless (a) it
is well capitalized or (b) it is adequately capitalized and receives a waiver
from the FDIC. A depository institution that cannot receive brokered deposits
also cannot offer "pass-through" insurance on certain employee benefit
accounts. Whether or not it has obtained such a waiver, an adequately
capitalized depository institution may not pay an interest rate on any
deposits in excess of 75 basis points over certain prevailing market rates
specified by regulation. There are no such restrictions on a depository
institution that is well capitalized. Because the Bank was well capitalized as
of December 31, 1998, AmSouth believes the brokered deposits regulation will
have no material effect on the funding or liquidity of the Bank.
 
                                       7
<PAGE>
 
 Holding Company Structure
 
   There are various legal restrictions on the extent to which AmSouth and its
nonbank subsidiaries may borrow or otherwise obtain funding from the Bank. The
Bank (and its subsidiaries) is limited in engaging in borrowing and other
"covered transactions" with nonbank and nonsavings bank affiliates to the
following amounts: (a) in the case of any single such affiliate, the aggregate
amount of covered transactions of the Bank and its subsidiaries may not exceed
10 percent of the capital stock and surplus of the Bank; and (b) in the case
of all affiliates, the aggregate amount of covered transactions of the Bank
and its subsidiaries may not exceed 20 percent of the capital stock and
surplus of the Bank. Covered transactions also are subject to certain
collateralization requirements. "Covered transactions" are defined by statute
to include a loan or extension of credit, as well as a purchase of securities
issued by an affiliate, a purchase of assets (unless otherwise exempted by the
Federal Reserve Board) from the affiliate, the acceptance of securities issued
by the affiliate as collateral for a loan, and the issuance of a guarantee,
acceptance, or letter of credit on behalf of an affiliate.
 
   Under Federal Reserve Board policy, AmSouth is expected to act as a source
of financial strength to, and to commit resources to support, the Bank. This
support may be required at times when, absent such Federal Reserve Board
policy, AmSouth may not be inclined to provide it. In addition, any capital
loans by a bank holding company to a subsidiary bank are subordinate in right
of payment to deposits and to certain other indebtedness of such subsidiary
bank. In the event of a bank holding company's bankruptcy, any commitment by
the bank holding company to a federal bank regulatory agency to maintain the
capital of a subsidiary bank will be assumed by the bankruptcy trustee and
entitled to a priority of payment.
 
   The FDI Act provides that, in the event of the "liquidation or other
resolution" of an insured depository institution, the claims of depositors of
such institution (including claims by the FDIC as subrogee of insured
depositors) and certain claims for administrative expenses of the FDIC as
receiver would be afforded a priority over other general unsecured claims
against the institution including any claims of the bank's holding company as
a creditor. If an insured depository institution fails, insured and uninsured
depositors, along with the FDIC, will be placed ahead of unsecured, nondeposit
creditors, including a parent holding company such as AmSouth, in its capacity
as creditor, in order of priority of payment.
 
 FDIC Deposit Insurance Assessments
 
   The Bank is subject to FDIC deposit insurance assessments pursuant to two
separate assessment schedules, one applicable to those deposits insured by the
Bank Insurance Fund (BIF) and another applicable to those deposits insured by
the Savings Association Insurance Fund (SAIF). The FDIC has reduced the
assessments it charges on bank deposits insured by the BIF and the SAIF to
zero for most "well capitalized" banks.
 
   In addition, the Deposit Insurance Funds Act of 1996 requires that
depository institutions pay assessments to pay for the cost of Financing
Corporation or "FICO" bonds. The current annual assessments to be imposed on
insured depository institutions for this purpose are $0.01 per $100.00 with
respect to deposits insured by the BIF and $0.06 per $100.00 with respect to
deposits insured by the SAIF. Under current law beginning January 1, 2000, the
FICO-related annual assessment rates for BIF and SAIF deposits will both be
$0.03 per $100.00. However, legislation has been proposed to extend the date
on which the assessment rates will become the same until January 1, 2003.
 
 Liability for Affiliate Insured Depository Institutions
 
   Under the FDI Act, an insured depository institution, such as the Bank, can
be held liable for any loss incurred by, or reasonably expected to be incurred
by, the FDIC in connection with (a) the default of a commonly controlled FDIC-
insured depository institution or (b) any assistance provided by the FDIC to
any commonly controlled FDIC-insured depository institution "in danger of
default." "Default" is defined generally as the appointment of a conservator
or receiver and "in danger of default" is defined generally as the existence
of certain conditions indicating that a default is likely to occur in the
absence of regulatory assistance. AmSouth currently has no depository
institution subsidiaries other than the Bank; however, it may in the future.
 
                                       8
<PAGE>
 
ITEM 2. PROPERTIES
 
   The executive offices of AmSouth are located in the 30-story AmSouth-Sonat
Tower in downtown Birmingham, Alabama. An undivided one-half interest in this
building is owned by the Bank through an unincorporated joint venture. The
Bank is a principal tenant of this building. The Bank is also a principal
tenant of the AmSouth/Harbert Plaza, a 32-story office building also located
in downtown Birmingham, Alabama, and of another office complex in the
Birmingham area. The Bank's headquarters and most of its operations are
located in these facilities. The Bank also has other banking and operational
offices located in Alabama, Florida, Tennessee, and Georgia.
 
   At December 31, 1998, AmSouth and its subsidiaries had 290 offices
(principally bank offices) of which 176 were owned and 114 were either leased
or subject to a ground lease.
 
ITEM 3. LEGAL PROCEEDINGS
 
   Several of AmSouth's subsidiaries are defendants in legal proceedings
arising in the ordinary course of business. Some of these proceedings seek
relief or damages that are substantial. The actions relate to AmSouth's
lending, collections, loan servicing, deposit taking, investment, trust, and
other activities.
 
   Among the actions which are pending against AmSouth subsidiaries are
actions filed as class actions in the State of Alabama. The actions are
similar to others that have been brought in recent years in Alabama against
financial institutions in that they seek punitive damage awards in
transactions involving relatively small amounts of actual damages. In recent
years, juries in Alabama state courts have made large punitive damage awards
in such cases. Legislation that would limit these lawsuits has been proposed
from time to time in the Alabama legislature but has not been enacted into
law. AmSouth cannot predict whether any such legislation will be enacted.
 
   It may take a number of years to finally resolve some of these legal
proceedings pending against AmSouth subsidiaries, due to their complexity and
for other reasons. It is not possible to determine with any certainty at this
time the corporation's potential exposure from the proceedings. At times,
class actions are settled by defendants without admission or even an actual
finding of any wrongdoing but with payment of some compensation to purported
class members and large attorney's fees to plaintiff class counsel.
Nonetheless, based upon the advice of legal counsel, AmSouth's management is
of the opinion that the ultimate resolution of these legal proceedings will
not have a material adverse effect on AmSouth's financial condition or results
of operations.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
   There were no matters brought to a vote of security holders during the
fourth quarter of 1998.
 
                                       9
<PAGE>
 
Executive Officers of the Registrant
 
   The executive officers of AmSouth, their ages, the positions held by them
with AmSouth and certain of its subsidiaries, and their principal occupations
for the last five years are as follows:
 
<TABLE>
 <C>                     <C> <S>
 C. Dowd Ritter           51 Chairman (September 1996 to date) and President
                             and Chief Executive Officer (January 1996 to date)
                             of AmSouth and AmSouth Bank; Director of AmSouth
                             and AmSouth Bank. Formerly, President and Chief
                             Operating Officer, AmSouth and AmSouth Bank of
                             Alabama (August 1994 to December 1995), and Vice
                             Chairman of the Board of AmSouth and AmSouth Bank
                             of Alabama (July 1993 to August 1994).
 Michael C. Baker         51 Senior Executive Vice President and Capital
                             Management Group Head of AmSouth and AmSouth Bank
                             (October 1995 to date). Formerly, President and
                             Chief Executive Officer of Barnett Banks Trust
                             Co., N.A. (1989 to July 1995).
 Sloan D. Gibson, IV      45 Senior Executive Vice President (October 1994 to
                             date), Chief Financial Officer (October 1997 to
                             date) and Finance, Commercial and Credit Group
                             Head (October 1994 to date) of AmSouth and AmSouth
                             Bank. Formerly, Executive Vice President (1993 to
                             October 1994) of AmSouth Bank of Alabama.
 W. Charles Mayer, III    44 Senior Executive Vice President of AmSouth
                             (October 1994 to date) and
                             Alabama/Tennessee/Georgia Banking Group Head of
                             AmSouth Bank (November 1997 to date). Formerly,
                             Birmingham City President of AmSouth Bank (May
                             1995 to December 1998), Alabama Banking Group Head
                             of AmSouth (May 1995 to October 1997), President
                             and Chief Executive Officer of AmSouth Bank of
                             Tennessee (January 1993 to April 1995) and
                             Executive Vice President of AmSouth (January 1993
                             to October 1994).
 Candice W. Rogers        49 Senior Executive Vice President and Consumer
                             Banking Group Head of AmSouth and AmSouth Bank
                             (August 1995 to date). Formerly, Executive Vice
                             President and Director of Marketing of AmSouth and
                             AmSouth Bank of Alabama (July 1994 to August 1995)
                             and Senior Vice President and Director of
                             Marketing, Bank One Texas (February 1991 to July
                             1994).
 E. W. Stephenson, Jr.    52 Senior Executive Vice President of AmSouth (July
                             1993 to date) and Senior Executive Vice President
                             of AmSouth Bank and Florida Banking Group Head
                             (July 1997 to date). Formerly, Chairman of the
                             Board and Chief Executive Officer of AmSouth Bank
                             of Florida (July 1993 to June 1997).
 Alfred W. Swan, Jr.      56 Senior Executive Vice President of AmSouth and
                             West Coast of Florida Area Executive (1994 to
                             date) and Senior Executive Vice President of
                             AmSouth Bank (July 1997 to date). Formerly,
                             Executive Vice President of AmSouth (1992 to
                             October 1994).
 David B. Edmonds         45 Executive Vice President and Human Resources
                             Director of AmSouth and AmSouth Bank (October 1994
                             to date). Formerly, Director Human Resources,
                             Southeast Business Unit of Pepsi-Cola, Inc. (1986
                             to September 1994).
 O. B. Grayson Hall, Jr.  41 Executive Vice President (June 1994 to date) and
                             Operations and Technology Division Head (January
                             1993 to date) of AmSouth and AmSouth Bank.
 Stephen A. Yoder         45 Executive Vice President and General Counsel of
                             AmSouth and AmSouth Bank (August 1995 to date).
                             Formerly, Assistant General Counsel (1992 to 1995)
                             of Mellon Bank Corporation.
</TABLE>
 
                                       10
<PAGE>
 
                                    PART II
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
   AmSouth's common stock, par value $1.00 per share, is listed for trading on
the New York Stock Exchange under the symbol ASO. Quarterly high and low sales
prices of, and cash dividends declared on, AmSouth common stock are set forth
in Note 23 of the Notes to Consolidated Financial Statements, which are
incorporated herein by reference pursuant to Item 8 of this Form 10-K. As of
February 16, 1999, there were approximately 18,000 holders of record of
AmSouth's common stock (including participants in the Dividend Reinvestment
and Common Stock Purchase Plan).
 
   Restrictions on the ability of the Bank to transfer funds to AmSouth at
December 31, 1998, are set forth in Note 16 of the Notes to Consolidated
Financial Statements, which are incorporated herein by reference pursuant to
Item 8 of this Form 10-K. A discussion of certain limitations on the ability
of the Bank to pay dividends to AmSouth, and the ability of AmSouth to pay
dividends on its common stock, is set forth in Part I under the headings
"Supervision and Regulation--Payment of Dividends" and "Supervision and
Regulation--Capital Adequacy and Related Matters."
 

                                      11
<PAGE>
 
ITEM 6. SELECTED FINANCIAL DATA
 
   The following table sets forth selected financial data for the last five
years.
 
<TABLE>
<CAPTION>
                            1998         1997         1996         1995         1994
                         -----------  -----------  -----------  -----------  -----------
                                (Dollars in thousands except per share data)
<S>                      <C>          <C>          <C>          <C>          <C>
Earnings summary
 Interest income........ $ 1,462,541  $ 1,377,788  $ 1,353,823  $ 1,272,939  $ 1,047,741
 Interest expense.......     763,571      701,511      701,442      679,396      480,414
                         -----------  -----------  -----------  -----------  -----------
 Net interest income....     698,970      676,277      652,381      593,543      567,327
 Provision for loan
  losses................      58,134       67,399       65,171       40,139       30,103
                         -----------  -----------  -----------  -----------  -----------
 Net interest income
  after provision for
  loan losses...........     640,836      608,878      587,210      553,404      537,224
 Noninterest revenues...     346,626      266,004      235,274      231,671      175,355
 Noninterest expenses...     582,117      526,192      534,232      509,898      519,239
                         -----------  -----------  -----------  -----------  -----------
 Income before income
  taxes.................     405,345      348,690      288,252      275,177      193,340
 Income taxes...........     142,633      122,523      105,576      100,222       66,050
                         -----------  -----------  -----------  -----------  -----------
   Net income........... $   262,712  $   226,167  $   182,676  $   174,955  $   127,290
                         ===========  ===========  ===========  ===========  ===========
Common stock data*
 Net income per common
  share................. $      2.20  $      1.84  $      1.43  $      1.33  $      1.00
 Diluted net income per
  common share.......... $      2.17  $      1.82  $      1.42  $      1.32  $      0.99
 Cash dividends
  declared.............. $      0.85  $      0.76  $      0.72  $      0.69  $      0.63
 Average common shares
  outstanding...........     119,384      123,059      127,362      131,090      127,187
 Diluted average common
  shares outstanding....     121,281      124,120      128,764      132,959      128,946
Selected year end
 balances
 Loans net of unearned
  income................ $12,869,863  $12,237,668  $12,080,246  $11,743,273  $11,429,907
 Assets.................  19,901,679   18,622,256   18,407,264   17,738,795   16,777,951
 Deposits...............  13,283,804   12,945,197   12,467,599   13,420,287   13,203,101
 Long-term Federal Home
  Loan Bank advances....   2,500,117    1,198,146    1,023,729       15,014      103,092
 Other long-term debt...     739,642      435,078      411,946      425,885      275,581
 Shareholders' equity...   1,427,629    1,385,245    1,395,829    1,383,475    1,310,458
Selected average
 balances
 Loans net of unearned
  income................ $12,475,539  $12,059,249  $11,694,849  $11,747,385  $ 9,918,274
 Assets.................  19,524,206   18,042,143   17,989,621   16,942,326   15,293,985
 Deposits...............  12,950,537   12,564,197   12,926,343   13,304,092   11,572,725
 Long-term Federal Home
  Loan Bank advances....   2,257,657      989,802      511,583       54,000      112,550
 Other long-term debt...     707,375      428,657      423,623      298,945      219,229
 Shareholders' equity...   1,415,619    1,369,777    1,380,532    1,357,336    1,243,151
Selected ratios
 Return on average
  assets................        1.35%        1.25%        1.02%        1.03%        0.83%
 Return on average
  equity................       18.56        16.51        13.23        12.89        10.24
 Net interest margin....        3.92         4.09         3.93         3.87         4.14
 Operating efficiency...       55.37        55.43        59.56        60.98        68.72
 Allowance for loan
  losses to loans net
  of unearned income....        1.37         1.46         1.48         1.52         1.50
 Nonperforming assets
  to loans net of
  unearned income,
  foreclosed properties
  and repossessions.....        0.60         0.68         0.78         0.98         1.16
 Ending equity to
  ending assets.........        7.17         7.44         7.58         7.80         7.81
 Average equity to
  average assets........        7.25         7.59         7.67         8.01         8.13
Without 1996 SAIF
 assessment
 Net income............. $   262,712  $   226,167  $   197,895  $   174,955  $   127,290
 Net income per common
  share*................        2.20         1.84         1.55         1.33         1.00
 Diluted net income per
  common share*.........        2.17         1.82         1.54         1.32         0.99
 Return on average
  asssets...............        1.35%        1.25%        1.10%        1.03%        0.83%
 Return on average
  equity................       18.56        16.51        14.26        12.89        10.24
 Operating efficiency...       55.37        55.43        56.86        60.98        68.72
</TABLE>
--------
*  Restated for common stock splits.
 
                                       12
<PAGE>
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS
 
   The section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" of AmSouth's 1998 Annual Report to
Shareholders is hereby incorporated herein by reference.
 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
   The information required by this item is included on page 45 of
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," which is incorporated herein by reference pursuant to Item 7,
above.
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
   The Consolidated Financial Statements of AmSouth and Subsidiaries, the
accompanying Notes to Consolidated Financial Statements, Management's
Statement on Responsibility for Financial Reporting, and the Report of
Independent Auditors contained in AmSouth's 1998 Annual Report to Shareholders
are hereby incorporated herein by reference.
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
     FINANCIAL DISCLOSURE
 
   None
 
                                   PART III
 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
   Information on the directors and director nominees of AmSouth included at
pages 6, 8, and 10 of AmSouth's Proxy Statement for the Annual Meeting of
Shareholders to be held on April 15, 1999 (the Proxy Statement) and the
information incorporated by reference pursant to Item 13 below is hereby
incorporated herein by reference. Information on AmSouth's executive officers
is included in Part I of this report.
 
   Information regarding late filings under Section 16(a) of the Securities
Exchange Act of 1934 included at page 12 of the Proxy Statement under the
caption "Section 16(a) Beneficial Ownership Reporting Compliance" is hereby
incorporated herein by reference.
 
ITEM 11. EXECUTIVE COMPENSATION
 
   Information regarding compensation of directors and executive officers
included at pages 13 through 22 of the Proxy Statement is hereby incorporated
herein by reference. However, the information provided in the Proxy Statement
under the headings "Executive Compensation Committee Report on Executive
Compensation" and "Performance Graph" shall not be deemed to be "soliciting
material" or to be "filed" with the Securities and Exchange Commission, or
subject to Regulation 14A or 14C, other than as provided in Item 402 of
Regulation S-K, or to liabilities of Section 18 of the Securities Exchange Act
of 1934.
 
 
                                      13
<PAGE>
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
   The information set forth under the caption "Voting Securities and
Principal Holders Thereof " at pages 1 through 5 of the Proxy Statement is
hereby incorporated herein by reference.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
   The information set forth in the Proxy Statement under the caption "Certain
Relationships, Related Transactions and Legal Proceedings" at page 13 thereof
is hereby incorporated herein by reference.
 
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 
   (a) Financial Statements and Financial Statement Schedules
 
Financial Statements
 
   The following management's statement on responsibility for financial
reporting, report of independent auditors and consolidated financial
statements of AmSouth and its subsidiaries included in AmSouth's 1998 Annual
Report to Shareholders are incorporated herein by reference pursuant to Item
8.
 
     Management's Statement on Responsibility for Financial Reporting
     Report of Ernst & Young LLP, Independent Auditors
     Consolidated Statement of Condition--December 31, 1998 and 1997
     Consolidated Statement of Earnings--Years ended December 31, 1998, 1997
  and 1996
     Consolidated Statement of Shareholders' Equity--Years ended December 31,
  1998, 1997 and 1996
     Consolidated Statement of Cash Flows--Years ended December 31, 1998,
  1997 and 1996
     Notes to Consolidated Financial Statements
 
Financial Statement Schedules
 
   All schedules to the consolidated financial statements required by Article
9 of Regulation S-X and all other schedules to the financial statements of
AmSouth required by Article 5 of Regulation S-X are not required under the
related instructions or are inapplicable and, therefore, have been omitted, or
the required information is contained in the Consolidated Financial Statements
or the notes thereto, which are incorporated herein by reference pursuant to
Item 8, Financial Statements and Supplementary Data.
 
   (b) Reports on Form 8-K
 
   No reports on Form 8-K were filed during the fourth quarter of 1998.
 
   (c) Exhibits
 
   The exhibits listed in the Exhibit Index at page 17 of this Form 10-K are
filed herewith or are incorporated herein by reference.
 
                                      14
<PAGE>
 
                                  SIGNATURES
 
   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
 
                                          AMSOUTH BANCORPORATION
 
                                                  /s/ C. Dowd Ritter
                                          By __________________________________
                                                     C. Dowd Ritter
                                          Chairman of the Board, President and
                                                 Chief Executive Officer
                                                  Date: March 30, 1999
 
   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
 
 
         /s/ C. Dowd Ritter                     /s/ Sloan D. Gibson, IV
By __________________________________     By __________________________________
           C. Dowd Ritter                          Sloan D. Gibson, IV
Chairman of the Board, President and         Senior Executive Vice President
       Chief Executive Officer                 and Chief Financial Officer
        Date: March 30, 1999                  (Principal Financial Officer)
 
                                                  Date: March 30, 1999
 
                                              /s/ Robert R. Windelspecht
                                          By __________________________________
                                                 Robert R. Windelspecht
                                                Executive Vice President
                                                     and Controller
                                             (Principal Accounting Officer)
                                                  Date: March 30, 1999
 
                                      15
<PAGE>
 
                  *                                         *
By __________________________________     By __________________________________
         J. Harold Chandler                          James R. Malone
             A Director                                A Director
        Date: March 30, 1999
 
                                                  Date: March 30, 1999
 
                  *                                         *
By __________________________________     By __________________________________
        James E. Dalton, Jr.                        Francis A. Newman
             A Director                                A Director
        Date: March 30, 1999
 
                                                  Date: March 30, 1999
 
 
                  *
By __________________________________                       *
          Rodney C. Gilbert               By __________________________________
             A Director                             Claude B. Nielsen
        Date: March 30, 1999                           A Director
 
                                                  Date: March 30, 1999
 
                  *
By __________________________________                       *
         Victoria B. Jackson              By __________________________________
             A Director                         Benjamin F. Payton, Ph.D.
        Date: March 30, 1999                           A Director
 
                                                  Date: March 30, 1999
 
 
                  *                                         *
By __________________________________     By __________________________________
           Elmer B. Harris                         Herbert A. Sklenar
             A Director                                A Director
        Date: March 30, 1999
 
                                                  Date: March 30, 1999
                  *
By __________________________________
        Ronald L. Kuehn, Jr.
             A Director
        Date: March 30, 1999
 
--------
* Carl L. Gorday, by signing his name hereto, does sign this document on
  behalf of each of the persons indicated above pursuant to powers of attorney
  executed by such persons and filed with the Securities and Exchange
  Commission.
 
                                                  /s/ Carl L. Gorday
                                          By __________________________________
                                                     Carl L. Gorday
                                                    Attorney in Fact
 
                                      16
<PAGE>
 
                                 EXHIBIT INDEX
 
   The following is a list of exhibits including items incorporated by
reference. Compensatory plans and arrangements are identified by an asterisk.
 
<TABLE>
 <C>   <S>
   3-a Restated Certificate of Incorporation of AmSouth Bancorporation (1)
   3-b Bylaws of AmSouth Bancorporation, as amended (2)
   4-a Instruments defining the rights of security holders (3)
   4-b Stockholder Protection Rights Agreement dated as of December 18, 1997,
       including as Exhibit A the forms of Rights Certificate and of Election
       to Exercise and as Exhibit B the form of Certificate of Designation and
       Terms of Series A Preferred Stock (4)
 *10-a AmSouth Bancorporation Executive Incentive Plan (5)
 *10-b AmSouth Bancorporation Relocation Policy for Executive Officers(6)
 *10-c AmSouth Bancorporation Supplemental Retirement Plan (7)
 *10-d AmSouth Bancorporation Long Term Incentive Compensation Plan (8)
 *10-e Amendment No. 1 to the AmSouth Bancorporation Long Term Incentive
       Compensation Plan (9)
 *10-f Amendment No. 2 to the AmSouth Bancorporation Long Term Incentive
       Compensation Plan (10)
 *10-g Amendment No. 3 to the AmSouth Bancorporation Long Term Incentive
       Compensation Plan (11)
 *10-h Amendment No. 4 to the AmSouth Bancorporation Long Term Incentive
       Compensation Plan (12)
 *10-i Amendment No. 5 to the AmSouth Bancorporation Long Term Incentive
       Compensation Plan (13)
 *10-j Amendment No. 6 to the AmSouth Bancorporation Long Term Incentive
       Compensation Plan (14)
 *10-k 1989 AmSouth Bancorporation Long Term Incentive Compensation Plan (15)
 *10-l Amendment No. 1 to the 1989 AmSouth Bancorporation Long Term Incentive
       Compensation Plan (16)
 *10-m Amendment No. 2 to the 1989 AmSouth Bancorporation Long Term Incentive
       Compensation Plan (17)
 *10-n Director Restricted Stock Plan (18)
 *10-o 1997 Performance Incentive Plan (19)
 *10-p 1996 Long Term Incentive Compensation Plan (20)
 *10-q Amended and Restated Deferred Compensation Plan for Directors of AmSouth
       Bancorporation (21)
 *10-r AmSouth Bancorporation Supplemental Thrift Plan (22)
 *10-s Amendment Number One to the AmSouth Bancorporation Supplemental Thrift
       Plan (23)
 *10-t Employment Agreement for C. Dowd Ritter (24)
 *10-u Form of Executive Severance Agreement for certain Executive Officers
       (25)
 *10-v AmSouth Bancorporation Deferred Compensation Plan (26)
 *10-w Stock Option Plan for Outside Directors
 *10-x Life Insurance Agreement (27)
 *10-y Supplemental Long-Term Disability Plan (28)
  11   Statement Regarding Computation of Earnings per Share
  13   AmSouth Bancorporation's 1998 Annual Report to Shareholders, excluding
       the portions thereof not incorporated by reference in this Form 10-K
  21   List of Subsidiaries of AmSouth Bancorporation
  23   Consent of Ernst & Young LLP, Independent Auditors
  24   Powers of Attorney
  27   Financial Data Schedule
</TABLE>
 
                                      17
<PAGE>
 
                               NOTES TO EXHIBITS
 
 (1)   Filed as Exhibit 3-b to AmSouth's Form 10-Q Quarterly Report for the
       quarter ended March 31, 1993, incorporated herein by reference (filed
       with the Securities and Exchange Commission in Washington, D.C., SEC
       File No. 1-7476, former File No. 0-6907)
 (2)   Filed as Exhibit 3-b to AmSouth's Form 10-Q Quarterly Report for the
       quarter ended June 30, 1997, incorporated herein by reference
 (3)   Instruments defining the rights of holders of long-term debt of AmSouth
       are not filed herewith pursuant to Item 601(b)(4)(iii) of Regulation S-
       K, and AmSouth hereby agrees to furnish a copy of said instruments to
       the SEC upon request.
 (4)   Filed as Exhibit 4.1 to AmSouth's Report on Form 8-K filed on December
       18, 1997, incorporated herein by reference
 (5)   Filed as Exhibit 10-a to AmSouth's Form 10-K Annual Report for the year
       ended December 31, 1997, incorporated herein by reference
 (6)   Filed as Exhibit 10-b to AmSouth's Form 10-K Annual Report for the year
       ended December 31, 1996, incorporated herein by reference
 (7)   Filed as Exhibit 10-c to AmSouth's Form 10-K Annual Report for the year
       ended December 31, 1995, incorporated herein by reference
 (8)   Filed as part of Exhibit 23 to AmSouth's Form 10-Q Quarterly Report for
       the quarter ended March 31, 1984, incorporated herein by reference
       (filed with the Securities and Exchange Commission in Washington, D.C.,
       SEC File No. 1-7476, former File No. 0-6907)
 (9)   Filed as Exhibit 10-e to AmSouth's Form 10-K Annual Report for the year
       ended December 31, 1985, incorporated herein by reference (filed with
       the Securities and Exchange Commission in Washington, D.C., SEC File
       No. 1-7476, former File No. 0-6907)
(10)   Filed as Exhibit 10-b to AmSouth's Form 10-Q Quarterly Report for the
       quarter ended March 31, 1987, incorporated herein by reference (filed
       with the Securities and Exchange Commission in Washington, D.C., SEC
       File No. 1-7476, former File No. 0-6907)
(11)   Filed as Exhibit 10(b) to AmSouth's Form 10-Q Quarterly Report for the
       quarter ended September 30, 1988, incorporated herein by reference
       (filed with the Securities and Exchange Commission in Washington, D.C.,
       SEC File No. 1-7476, former File No. 0-6907)
(12)   Filed as Exhibit 10-i to AmSouth's Form 10-K Annual Report for the year
       ended December 31, 1988, incorporated herein by reference (filed with
       the Securities and Exchange Commission in Washington, D.C., SEC File
       No. 1-7476, former File No. 0-6907)
(13)   Filed as Exhibit 10-i to AmSouth's Form 10-K Annual Report for the year
       ended December 31, 1994, incorporated herein by reference
(14)   Filed as Exhibit 10-b to AmSouth's Form 10-Q Quarterly Report for the
       quarter ended September 30, 1995, incorporated herein by reference
(15)   Filed as Exhibit 10 to AmSouth's Form 10-Q Quarterly Report for the
       quarter ended March 31, 1993, incorporated herein by reference (filed
       with the Securities and Exchange Commission in Washington, D.C., SEC
       File No. 1-7476, former File No. 0-6907)
(16)   Filed as Exhibit 10-k to AmSouth's Form 10-K Annual Report for the year
       ended December 31, 1994, incorporated herein by reference
(17)   Filed as Exhibit 10-a to AmSouth's Form 10-Q Quarterly Report for the
       quarter ended September 30, 1995, incorporated herein by reference
(18)   Filed as Exhibit 4.1 to AmSouth's Registration Statement on Form S-8
       (Registration No. 33-58777), incorporated herein by reference
(19)   Filed as Appendix A to AmSouth's Proxy Statement, dated March 10, 1997,
       for the Annual Meeting of Shareholders on April 17, 1997, incorporated
       herein by reference
(20)   Filed as Exhibit 10-p to AmSouth's Form 10-K Annual Report for the year
       ended December 31, 1996, incorporated herein by reference
(21)   Filed as Exhibit 10-q to AmSouth's Form 10-K Annual Report for the year
       ended December 31, 1997, incorporated herein by reference
 
                                      18
<PAGE>
 
(22)   Filed as Exhibit 10-q to AmSouth's Form 10-K Annual Report for the year
       ended December 31, 1995, incorporated herein by reference
(23)   Filed as Exhibit 10-r to AmSouth's Form 10-K Annual Report for the year
       ended December 31, 1995, incorporated herein by reference
(24)   Filed as Exhibit 10-t to AmSouth's Form 10-K Annual Report for the year
       ended December 31, 1997, incorporated herein by reference
(25)   Filed as Exhibit 10-u to AmSouth's Form 10-K Annual Report for the year
       ended December 31, 1997, incorporated herein by reference. Agreements
       in this form have been entered into with the following Executive
       Officers: Michael C. Baker, David B. Edmonds, Sloan D. Gibson, IV, O.B.
       Grayson Hall, Jr., W. Charles Mayer, III, Candice W. Rogers, E. W.
       Stephenson, Jr., Alfred W. Swan, Jr., and Stephen A. Yoder
(26)   Filed as Exhibit 10-v to AmSouth's Form 10-K Annual Report for the year
       ended December 31, 1997, incorporated herein by reference
(27)   Filed as Exhibit 10-a to AmSouth's Form 10-Q Quarterly Report for the
       quarter ended March 31, 1998, incorporated herein by reference
(28)   Filed as Exhibit 10-b to AmSouth's Form 10-Q Quarterly Report for the
       quarter ended March 31, 1998, incorporated herein by reference
 
                                      19