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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                  COMMISSION FILE NUMBER
          DECEMBER 31, 1995                              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)
 
 
 
      1400 AMSOUTH-SONAT TOWER                            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 REGISTERED
           -------------------         -----------------------------------------
 COMMON STOCK, PAR VALUE $1.00 PER 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 (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. [ ]
 
  The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of March 8, 1996 was $2,124,971,000. (Note 1)
 
  As of March 8, 1996 AmSouth Bancorporation had 56,419,521 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, 1995: Part I,
Part II
    Proxy Statement for Annual Meeting to be held April 18, 1996: Part III
 
  Note 1: In calculating the market value of securities held by nonaffiliates
of AmSouth as disclosed on the cover page of this Form 10-K, AmSouth has
treated as securities held by affiliates only voting stock owned as of March 8,
1996 by its directors and principal executive officers and voting stock held by
AmSouth's employee benefit plans; AmSouth has not treated securities held by
any of AmSouth's subsidiaries as pledgee or in a fiduciary capacity as
securities held by affiliates of AmSouth. 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>
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                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
FORWARD LOOKING INFORMATION...............................................    1

PART I

Item 1. Business..........................................................    2
Item 2. Properties........................................................    8
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 Mat-
 ters.....................................................................   12
Item 6. Selected Financial Data...........................................   13
Item 7. Management's Discussion and Analysis of Financial Condition and
 Results of Operations....................................................   14
Item 8. Financial Statements and Supplementary Data.......................   14
Item 9. Changes in and Disagreements with Accountants on Accounting and
 Financial Disclosure.....................................................   14

PART III

Item 10. Directors and Executive Officers of the Registrant...............   14
Item 11. Executive Compensation...........................................   15
Item 12. Security Ownership of Certain Beneficial Owners and Management...   15
Item 13. Certain Relationships and Related Transactions...................   15
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.   15
SIGNATURES................................................................   16
EXHIBIT INDEX.............................................................   18
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<PAGE>
 
                          FORWARD LOOKING INFORMATION
 
  This Form 10-K, including the portions of AmSouth's Annual Report to
Shareholders that are incorporated herein by reference, contains certain
forward looking information with respect to the financial condition, results of
operations and business of AmSouth including statements relating to: (A) the
net interest margin; (B) noninterest revenues; (C) loan losses; (D) various
expenses, including occupancy, equipment and employee benefits; (E) a possible
one-time payment related to the amount of AmSouth's deposits insured by the
Savings Association Insurance Fund; (F) a decrease in Federal Deposit Insurance
Corporation premiums; (G) Internal Revenue Service review of tax returns; (H)
legal proceedings; (I) growth in various categories of loans; (J) sources of
funding for asset growth; and (K) possible consolidation within the banking
industry. These forward looking statements involve certain risks,
uncertainties, estimates and assumptions by management. Factors that may cause
actual results to differ materially from those contemplated by such forward
looking statements include, among others, the following: (1) the rate of growth
of the economy, especially in the Southeast; (2) the stability of interest
rates; (3) relative strength/weakness in the consumer credit sector; (4)
AmSouth's ability to improve sales and service quality and to develop
profitable new products; (5) the successful implementation of technological
enhancements; (6) whether, and in what form, legislation is passed regarding
the Savings Association Insurance Fund; (7) the results of Internal Revenue
Service examinations of past tax returns; (8) the outcome of litigation
involving AmSouth, which depends on judicial interpretations of law and the
findings of juries; (9) the strength of the real estate markets; (10) whether
levels of consumer confidence remain high; (11) the success of AmSouth's
marketing and sales efforts; and (12) the performance of the stock and bond
markets.
 
                                       1
<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, 1995, AmSouth had total consolidated
assets of approximately $17.7 billion. AmSouth offers a broad range of bank and
bank-related services through its subsidiaries. AmSouth's principal banking
subsidiaries are AmSouth Bank of Alabama, AmSouth Bank of Florida, and AmSouth
Bank of Tennessee.
 
  AmSouth Bank of Alabama (AmSouth Alabama), headquartered in Birmingham,
Alabama, is the largest subsidiary of AmSouth. As of December 31, 1995, AmSouth
Alabama had total consolidated assets of approximately $9.8 billion and total
consolidated deposits of approximately $7.0 billion. AmSouth Alabama is a full
service bank with 125 banking offices located throughout Alabama at December
31, 1995. Based upon total consolidated assets as of December 31, 1995, AmSouth
Alabama was the third largest bank headquartered in Alabama. It offers complete
consumer and commercial banking and trust services to businesses and
individuals. The Commercial Banking Group of AmSouth Alabama offers a variety
of products and services, including commercial lending, international banking,
and cash management sales and operations. Consumer Banking encompasses a wide
variety of transaction, credit, and investment services to meet the needs of a
diverse consumer customer base. AmSouth Alabama's network of automated teller
machines is linked with shared automated tellers in all 50 states. The Trust
Division of AmSouth Alabama is the largest in Alabama with more assets under
management than any other bank in Alabama. It offers a complete array of trust
services including estate and trust planning, investment management for
individuals and corporations, land and natural resources management, employee
benefit administration, and administration of debt issues and provision of
transfer agent services for equity issues for corporations. AmSouth Alabama
also provides additional services through several subsidiaries. AmSouth Leasing
Corporation is a specialized lender providing equipment leasing. Brokerage
services and investment sales are provided by AmSouth Investment Services,
Inc., a registered broker-dealer.
 
  AmSouth Bank of Florida (AmSouth Florida) is headquartered in Tampa, Florida.
At December 31, 1995, AmSouth Florida had total consolidated assets of
approximately $6.8 billion and total consolidated deposits of approximately
$5.2 billion and was the fifth largest bank headquartered in Florida. It is a
full-service bank that offers services similar to those offered by AmSouth
Alabama. At December 31, 1995, AmSouth Florida operated 116 banking offices in
Florida.
 
  AmSouth Bank of Tennessee (AmSouth Tennessee) is headquartered in
Chattanooga, Tennessee. At December 31, 1995, AmSouth Tennessee had total
assets of approximately $1.1 billion and total deposits of approximately $829
million and was the ninth largest bank headquartered in Tennessee. AmSouth
Tennessee offers banking services similar to those of AmSouth Alabama. At
December 31, 1995, AmSouth Tennessee operated 22 offices in Tennessee. AmSouth
also owns two other smaller banking subsidiaries: AmSouth Bank of Walker
County, located in Jasper, Alabama, and AmSouth Bank of Georgia, headquartered
in Rome, Georgia. All of AmSouth's banking subsidiaries are state-chartered
banks that are members of the Federal Reserve System.
 
  As of February 29, 1996, AmSouth and its subsidiaries had 5,182 full-time
employees and 1,074 part-time 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. Areas of
 
                                       2
<PAGE>
 
of competition include 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, 1995, of the bank holding companies headquartered in Alabama,
AmSouth was the second largest in terms of equity capital and total assets.
However, in some geographic areas of Alabama, AmSouth's market share is smaller
than that of other banks and financial institutions competing in those areas.
Also, AmSouth is significantly smaller than many of the financial institutions
competing in 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
be prohibited by federal law. For a number of 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.
 
  For a number of years Alabama had a reciprocal interstate banking law that
allowed banks in several other states (primarily in the Southeast) and the
District of Columbia to acquire banks in Alabama provided there was reciprocal
legislation in the other jurisdictions. Alabama bank holding companies were
thereby permitted to acquire banks in the jurisdictions specified in the law
which had adopted such reciprocal legislation. These laws resulted in a
significant increase in competition for banking services in Alabama, Florida,
Tennessee, Georgia, and the other affected areas.
 
  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 opts 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. Although the management of AmSouth cannot predict with
certainty the effect of the IBBEA on AmSouth, it is probable that the IBBEA
will result in greater consolidation within the banking industry.
 
BUSINESS COMBINATIONS
 
  AmSouth continually evaluates business combination opportunities and from
time to time conducts due diligence activities in connection with them. As a
result, business combination discussions and, in some cases, negotiations may
take place, and transactions involving cash, debt or equity securities may 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.
 
                                       3
<PAGE>
 
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.
 
 GENERAL
 
  As a bank holding company, AmSouth is subject to the regulation and
supervision of 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.
 
  AmSouth's subsidiary banks (the Subsidiary Banks) are subject to supervision
and examination by applicable federal and state banking agencies. As state
banks that are members of the Federal Reserve System, they are generally
subject to regulation by the Federal Reserve Board and the banking agencies of
the states in which they are located. Each of the Subsidiary Banks is also an
insured depository institution, and, therefore, also subject to regulation by
the FDIC. The Subsidiary Banks are 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 Subsidiary Banks. 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 non-bank 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 Subsidiary Banks. There
are statutory and regulatory limitations on the payment of dividends by the
Subsidiary Banks to AmSouth as well as by AmSouth to its shareholders. The
payment of dividends by AmSouth and the Subsidiary Banks also may be affected
by other factors, such as the requirement to maintain capital at or above
regulatory guidelines.
 
  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. AmSouth Alabama is also required by Alabama law to obtain the prior
approval of the superintendent of the Alabama Banking Department for the
payment of
 
                                       4
<PAGE>
 
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 AmSouth Alabama's surplus without the prior written approval of the
superintendent.
 
  The other Subsidiary Banks are also subject to varying restrictions on the
payment of dividends under applicable state laws. Under Florida law, before
declaring a dividend, a bank must (a) have transferred 20 percent of its net
profits for the period covered by the dividend to its surplus fund until the
fund is at least equal to the amount of common and preferred stock outstanding,
and (b) have charged off bad debts, depreciation and other worthless assets and
made provision for reasonably anticipated future losses on loans and other
assets. A bank may then declare a dividend equal to the net profits for the
period covered by the dividend plus its retained net profits for the preceding
two years. A bank may not declare a dividend from retained net profits that
accrued prior to the preceding two years without the approval of the Florida
Department of Banking and Finance. A bank may not declare a dividend if its net
income from the current year combined with net income from the preceding two
years is a loss or would cause the capital of the bank to fall below the
minimum amount required by law or regulation.
 
  Under Tennessee law, AmSouth Tennessee may declare dividends not more than
once in each calendar quarter from undivided profits if (a) the bank's
undivided profits account has been maintained as required by law and (b) the
required reserve against deposits is not and will not thereby be impaired.
Before any net profits are credited to the undivided profits account,
deductions for various expenses are required to be made. No transfers may be
made from the surplus account to the undivided profits account or to any part
of the capital stock account without the consent of the Tennessee Commissioner
of Banking. In addition, prior to determining that undivided profits are
available for the declaration of dividends, (a) any net loss must be deducted
from the undivided profits account and (b) transfers must be made from the
undivided profits account to the surplus account (i) in an amount required to
raise the surplus to 50 percent of the capital stock and (ii) in an amount not
less than 10 percent of net profits until the surplus equals the capital stock.
 
  In addition, as banks that are members of the Federal Reserve System, each
Subsidiary 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 such bank in any year will exceed the total of (a) the bank's net
profits (as defined and interpreted by regulation) for that year plus (b) the
retained net profits (as defined and interpreted by regulation) for the
preceding two years, less any required transfers to surplus. Each Subsidiary
Bank also can pay dividends only to the extent that retained net profits
(including the portion transferred to surplus) exceed its losses and bad debts.
 
  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 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. Under the Federal Deposit Insurance Act (the FDI Act), an
insured bank may not pay any dividend if it is undercapitalized or if payment
would cause it to become undercapitalized. Moreover, the Federal Reserve Board
has issued a policy statement which provides that bank holding companies and
state member banks should generally only pay dividends out of current operating
earnings.
 
  At December 31, 1995, under dividend restrictions imposed under federal and
state laws, including those described above, the Subsidiary Banks, without
obtaining government approvals, could declare aggregate dividends of
approximately $197.9 million.
 
 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
 
                                       5
<PAGE>
 
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 stock,
minority interests in the equity accounts of consolidated subsidiaries,
noncumulative perpetual preferred stock, and a limited amount of 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,
1995, AmSouth's consolidated Tier 1 Capital and Total Capital ratios were 7.87
percent and 11.74 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, 1995 was 6.38 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.
 
  Each of the Subsidiary Banks itself is subject to risk-based and leverage
capital requirements, similar to those described above. Each of the Subsidiary
Banks was in compliance with applicable minimum capital requirements as of
December 31, 1995. Neither AmSouth nor any of the Subsidiary Banks has been
advised by any federal banking agency of any specific minimum Leverage Ratio
requirement applicable to it.
 
  All of the federal banking agencies have proposed regulations that would add
an additional risk-based capital requirement based upon the amount of an
institution's exposure to interest rate risk. In addition, bank regulators have
the ability to raise capital requirements applicable to banking organizations
beyond 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.
 
 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, an FDIC-insured depository institution 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. An FDIC-insured depository institution 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, an FDIC-insured
depository institution 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. An FDIC-insured depository institution 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, 1995,
all of the Subsidiary Banks 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 and are
not directly applicable to holding companies 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
 
                                       6
<PAGE>
 
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, 1995.
 
  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
 
  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.
 
 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 its Subsidiary
Banks. Each Subsidiary Bank (and its subsidiaries) is limited in engaging in
borrowing and other "covered transactions" with nonbank and non-savings bank
affiliates to the following amounts: (a) in the case of any such affiliate, the
aggregate amount of covered transactions of the Subsidiary Bank and its
subsidiaries may not exceed 10 percent of the capital stock and surplus of such
Subsidiary Bank; and (b) in the case of all affiliates, the aggregate amount of
covered transactions of the Subsidiary Bank and its subsidiaries may not exceed
20 percent of the capital stock and surplus of such Subsidiary 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), 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, each of the
Subsidiary Banks. 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 any of its subsidiary
banks are subordinate in right of
 
                                       7
<PAGE>
 
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. 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 order of priority of payment.
 
  Under the FDI Act, a depository institution insured by the FDIC, such as each
of the Subsidiary Banks, 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.
 
 FDIC DEPOSIT INSURANCE ASSESSMENTS
 
  The Subsidiary Banks are subject to FDIC deposit insurance assessments. On
August 8, 1995, the FDIC amended its regulations on insurance assessments to
establish a new assessment rate schedule of 4 to 31 cents per $100 of deposits
in replacement of the previous schedule of 23 to 31 cents per $100 of deposits
for institutions whose deposits are subject to assessment by the Bank Insurance
Fund (BIF). The FDIC has maintained the current assessment rate schedule of 23
to 31 cents per $100 of deposits for the institutions whose deposits are
subject to assessment by the Savings Association Insurance Fund (SAIF). The new
BIF schedule became effective on June 1, 1995. Assessments collected under the
previous assessment schedule in excess of the amount due under the new schedule
were refunded, with interest, from the effective date of the new schedule, and
AmSouth received a refund of approximately $5.0 million. On November 14, 1995,
the Board of Directors of the FDIC approved a further reduction in the
assessment schedule for BIF deposits. Effective January 1, 1996, the assessment
schedule ranges from 0 to 27 cents per $100 of deposits subject to BIF
assessments, based on each institution's risk classification. At December 31,
1995, AmSouth had a BIF deposit assessment base of $8.4 billion and a SAIF
deposit assessment base of $4.5 billion. Various legislative proposals
regarding the future of BIF and SAIF have been reported recently. Several of
these proposals include a one-time special assessment for SAIF deposits (which
could under certain proposals be as high as 0.85% of each insured institution's
SAIF deposit assessment base) and a subsequent reduced level of annual premiums
for SAIF deposits comparable to the rate for BIF deposits. AmSouth does not
currently know when or if any such proposal or any other related proposal may
be adopted. See "Noninterest Expenses" in "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations" of this Form 10-K.
 
  The FDIC is authorized to change the calculation and rates of insurance
premiums in certain circumstances. Any change in premiums would have an effect
on AmSouth's earnings.
 
  Under the FDI Act, insurance of deposits may be terminated by the FDIC upon a
finding that the institution has engaged in unsafe and unsound practices, is in
an unsafe or unsound condition to continue operations, or has violated any
applicable law, regulation, rule, order, or condition imposed by the FDIC.
 
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 AmSouth Alabama through an unincorporated joint venture.
AmSouth Alabama is a principal tenant of this building. AmSouth
 
                                       8
<PAGE>
 
Alabama is also a principal tenant of the AmSouth/Harbert Plaza, a 32-story
office building also located in downtown Birmingham, Alabama, and of a recently
constructed office complex in the Birmingham area. AmSouth Alabama's
headquarters and most of its operations are located in these facilities. Other
bank subsidiaries of AmSouth also have headquarters, banking and operational
offices located in Alabama, Florida, Tennessee and Georgia.
 
  At December 31, 1995, AmSouth and its subsidiaries had 277 offices
(principally bank buildings) of which 194 were owned and 83 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, servicing, 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 damages 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
which would limit these lawsuits has been introduced 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
other reasons. It is not possible to determine with any certainty at this time
the potential exposure from the proceedings. However, 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 1995.
 
                                       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         48 President and Chief Executive Officer, AmSouth and
                           AmSouth Alabama (January 1996 to date); Director of
                           AmSouth and AmSouth Alabama. Formerly, President and
                           Chief Operating Officer, AmSouth and AmSouth Alabama
                           (August 1994 to December 1995), Vice Chairman of the
                           Board of AmSouth and AmSouth Alabama (July 1993 to
                           August 1994), Senior Executive Vice President of
                           AmSouth and Senior Executive Vice President and
                           General Banking Group Head of AmSouth Alabama (May
                           1991 to July 1993), and Senior Executive Vice
                           President, Trust Officer and Trust and Financial
                           Services Group Head of AmSouth Alabama (August 1988
                           to May 1991).
 Michael C. Baker       48 Senior Executive Vice President and Capital
                           Management Group Head of AmSouth and AmSouth Alabama
                           (October 1995 to date); Director of AmSouth
                           Investment Services, Inc. Formerly, President and
                           Chief Executive Officer of Barnett Banks Trust Co.,
                           N.A. (1989 to July 1995).
 Sloan D. Gibson, IV    42 Senior Executive Vice President of AmSouth and
                           AmSouth Alabama (October 1994 to date), and
                           Commercial Banking Group Head of AmSouth and AmSouth
                           Alabama (October 1993 to date). Formerly, Executive
                           Vice President (1993 to October 1994), Head of
                           Consumer Banking Administration (July 1993 to
                           October 1993) and Senior Vice President, General
                           Banking Group (1992 to 1993), all of AmSouth
                           Alabama, and Manager, Special Assets (1991 to 1992),
                           and Manager, Loan Administration (1990 to 1991),
                           both of Bank South N.A.
 Kristen M. Hudak       44 Senior Executive Vice President and Chief Financial
                           Officer of AmSouth and AmSouth Alabama (April 1995
                           to date). Formerly, Chief Operating Officer of
                           Consolidated Bank, N.A. (1992-1995) and Senior Vice
                           President for Strategic and Financial Planning and
                           Chief Financial Officer of Southeast Banking
                           Corporation and Southeast Bank, N.A. (1987-1991).
 W. Charles Mayer, III  41 Senior Executive Vice President of AmSouth (October
                           1994 to date) and Alabama Banking Group Head of
                           AmSouth and AmSouth Alabama and Senior Executive
                           Vice President and Birmingham City President of
                           AmSouth Alabama (May 1995 to date). Formerly,
                           Director, President and Chief Executive Officer of
                           AmSouth Tennessee (January 1993 to April 1995),
                           Executive Vice President of AmSouth (January 1993 to
                           October 1994), and Executive Vice President and
                           Corporate Banking Division Head of AmSouth Alabama
                           (June 1988 to January 1993).
 Candice W. Rogers      46 Senior Executive Vice President and Consumer Banking
                           and Marketing Group Head of AmSouth and AmSouth
                           Alabama (August 1995 to date). Formerly, Executive
                           Vice President and Director of Marketing of AmSouth
                           and AmSouth Alabama (July 1994 to August 1995),
                           Senior Vice President and Director of Marketing,
                           Bank One Texas (February 1991 to July 1994), and
                           Senior Vice President and Director of Marketing,
                           United Banks of Colorado (1973 to 1991).
</TABLE>
 
 
                                       10
<PAGE>
 
<TABLE>
 <C>                   <C> <S>
 E. W. Stephenson, Jr.  49 Chairman of the Board and Chief Executive Officer of
                           AmSouth Florida and Senior Executive Vice President
                           of AmSouth (July 1993 to date); Director of AmSouth
                           Florida. Formerly, Executive Vice President and
                           Consumer and Marketing Division Head of AmSouth
                           Alabama (May 1991 to July 1993), and Executive Vice
                           President and Regional Executive for the North
                           Central Region of AmSouth Alabama (November 1989 to
                           May 1991).
 Alfred W. Swan, Jr.    53 Senior Executive Vice President of AmSouth (October
                           1994 to date); President (1992 to date), and Head of
                           West Coast Area and Commercial Banking (1994 to
                           date), all of AmSouth Florida; Director of AmSouth
                           Florida. Formerly, Chief Executive Officer of
                           AmSouth Florida (1992 to July 1993), Executive Vice
                           President of AmSouth (1992 to October 1994), Senior
                           Vice President of AmSouth Alabama (November 1991 to
                           March 1992), and President and Chief Operating
                           Officer of Bank South N.A. (1988 to 1991).
 David B. Edmonds       42 Executive Vice President and Human Resources
                           Director of AmSouth and AmSouth Alabama (October
                           1994 to date). Formerly, Director Human Resources,
                           Southeast Business Unit of Pepsi-Cola, Inc. (1986 to
                           September 1994).
 Stephen A. Yoder       42 Executive Vice President and General Counsel of
                           AmSouth and AmSouth Alabama (August 1995 to date).
                           Formerly, Assistant General Counsel (1992 to 1995)
                           and Managing Counsel (1990 to 1992), both of Mellon
                           Bank Corporation.
</TABLE>
 
                                       11
<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. The following table sets
forth certain common stock data for the last five years.
 
<TABLE>
<CAPTION>
COMMON STOCK DATA                        1995    1994    1993    1992    1991
-----------------                       ------  ------  ------  ------  ------
<S>                                     <C>     <C>     <C>     <C>     <C>
Cash dividends declared................ $ 1.54  $ 1.43  $ 1.22  $ 1.07  $ 0.98
Book value.............................  24.16   22.57   21.48   18.63   17.12
Tangible book value....................  19.18   16.49   18.35   16.32   14.76
Market value at year end............... 40 3/8  25 3/4  31 1/4  32 5/8  21 1/2
Market price range:
  High................................. 41 3/8  34 7/8  35 7/8  32 5/8  22 1/8
  Low.................................. 25 3/4  25 3/8  27 3/8  21 3/8  12 3/8
Total trading volume (In thousands).... 33,044  20,965  21,059  12,363   8,434
Dividend yield at year end.............   3.96%   5.90%   4.48%   3.56%   4.84%
Dividend payout ratio..................  51.33   63.56   42.21   42.80   48.04
Price earnings ratio...................  13.46X  11.44X  10.81X  13.05X  10.54X
Shareholders of record at year end..... 14,037  14,674  12,985   9,343   9,146
Average shares outstanding (In thou-
 sands)................................ 58,262  56,527  50,848  46,684  43,652
</TABLE>
 
  Quarterly high and low sales prices of and cash dividends declared on AmSouth
common stock are set forth in Note U of the Notes to Consolidated Financial
Statements, which are incorporated by reference into Item 8 of this Form 10-K.
 
  As of March 8, 1996, there were approximately 13,819 holders of record of
AmSouth's common stock.
 
  Restrictions on AmSouth's Subsidiary Banks to transfer funds to the holding
company at December 31, 1995 are set forth in Note P of the Notes to
Consolidated Financial Statements, which are incorporated by reference into
Item 8 of this Form 10-K.
 
                                       12
<PAGE>
 
ITEM 6. SELECTED FINANCIAL DATA
 
  The following table sets forth selected financial data for the last five
years.
 
<TABLE>
<CAPTION>
                              1995          1994         1993         1992         1991
                          ------------  ------------  -----------  -----------  -----------
                                  (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<S>                       <C>           <C>           <C>          <C>          <C>
EARNINGS SUMMARY
Revenue from earning as-
 sets...................  $  1,275,063  $  1,047,741  $   840,617  $   772,251  $   852,251
Interest expense........       679,396       480,414      339,326      341,706      486,848
                          ------------  ------------  -----------  -----------  -----------
Net interest income.....       595,667       567,327      501,291      430,545      365,403
Provision for loan loss-
 es.....................        40,139        30,103       27,966       38,581       48,647
                          ------------  ------------  -----------  -----------  -----------
Net interest income
 after provision for
 loan losses............       555,528       537,224      473,325      391,964      316,756
Noninterest revenues....       231,778       179,021      204,069      173,154      170,658
Noninterest expenses....       512,129       522,905      458,831      400,548      366,403
                          ------------  ------------  -----------  -----------  -----------
Income before income
 taxes..................       275,177       193,340      218,563      164,570      121,011
Income taxes............       100,222        66,050       71,843       47,977       31,785
                          ------------  ------------  -----------  -----------  -----------
  Net income............  $    174,955  $    127,290  $   146,720  $   116,593  $    89,226
                          ============  ============  ===========  ===========  ===========
PER COMMON SHARE
  Net income............  $       3.00  $       2.25  $      2.89  $      2.50  $      2.04
  Cash dividends de-
   clared...............          1.54          1.43         1.22         1.07         0.98
Average common shares
 outstanding............        58,262        56,527       50,848       46,684       43,652
SELECTED YEAR END BAL-
 ANCES
Loans net of unearned
 income.................  $ 11,743,273  $ 11,429,907  $ 8,540,412  $ 6,716,595  $ 6,293,509
Assets..................    17,738,795    16,777,951   13,469,621   11,116,327   10,739,989
Deposits................    13,408,831    13,067,062   10,362,989    8,626,221    8,528,109
Long-term debt..........       447,798       386,147      173,142      139,510      142,332
Shareholders' equity....     1,383,475     1,310,458    1,142,725      873,374      794,043
SELECTED AVERAGE BAL-
 ANCES
Loans net of unearned
 income.................  $ 11,747,385  $  9,918,274  $ 7,634,984  $ 6,334,313  $ 6,209,432
Assets..................    16,942,326    15,293,985   12,377,333   10,447,186   10,039,471
Deposits................    13,267,170    11,562,936    9,537,516    8,346,207    8,148,424
Long-term debt..........       360,088       339,426      167,879      141,307      138,015
Shareholders' equity....     1,357,336     1,243,151    1,031,373      836,202      720,853
SELECTED RATIOS
Return on average as-
 sets...................          1.03%         0.83%        1.19%        1.12%        0.89%
Return on average equi-
 ty.....................         12.89         10.24        14.23        13.94        12.38
Net interest margin.....          3.88          4.14         4.56         4.72         4.25
Operating efficiency....         60.98         68.72        63.48        64.24        65.59
Allowance for loan
 losses to loans net of
 unearned income........          1.52          1.50         1.54         1.48         1.52
Nonperforming assets to
 loans net of unearned
 income, foreclosed
 properties and
 repossessions..........          0.98          1.16         1.00         1.71         2.84
Ending equity to ending
 assets.................          7.80          7.81         8.48         7.86         7.39
Average equity to aver-
 age assets.............          8.01          8.13         8.33         8.00         7.18
</TABLE>
 
                                       13
<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 1995 Annual Report to
Shareholders is incorporated herein by reference.
 
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 1995 Annual Report to Shareholders are
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 18, 1996 (the Proxy Statement) is hereby
incorporated herein by reference. Information on AmSouth's executive officers
is included in Part I of this report. As of April 18, 1996, three directors of
AmSouth will leave the Board. Information about them follows.
 
<TABLE>
<CAPTION>
                                         OFFICES WITH
                             DIRECTOR      AMSOUTH          PRINCIPAL OCCUPATION          OTHER
 NAME OF  DIRECTOR      AGE   SINCE   OR ITS SUBSIDIARIES     FOR PAST 5 YEARS       DIRECTORSHIPS(1)
 -----------------      ---  -------- ------------------- ------------------------   ----------------
 <C>                    <C>  <C>      <C>                 <S>                        <C>
 Barney B. Burks, Jr.   65     1988    Director, AmSouth  Partner, Burks Brothers,
                                       Bank of Florida    1954 to date
                                                          (investments);
                                                          Consultant to J.C.
                                                          Bradford & Co., 1986 to
                                                          date (brokerage firm);
                                                          Partner, Burks Tire &
                                                          Services, 1993 to date
                                                          (auto tire and service
                                                          facilities); Chairman of
                                                          the Board, July 1988 to
                                                          August 1993, AmSouth
                                                          Bank of Florida
 Joseph M. Farley       68     1972                       Of Counsel, Balch &          Torchmark
                                                          Bingham (law firm),          Corporation
                                                          November 1992 to date;
                                                          Chairman of the Board,
                                                          June 1992 to October
                                                          1992, Chairman of the
                                                          Board and Chief
                                                          Executive Officer, April
                                                          1991 to May 1992, and
                                                          President and Chief
                                                          Executive Officer,
                                                          January 1991 to April
                                                          1991, all of Southern
                                                          Nuclear Company (public
                                                          utility); Executive Vice
                                                          President and Corporate
                                                          Counsel, July 1991 to
                                                          October 1992, The
                                                          Southern Company (public
                                                          utility)
 Z. Cartter Patten, III  55    1993    Director, AmSouth  Chairman of the Board,
                                       Bank of Tennessee  1976 to date, Patten and
                                       and AmSouth Bank   Patten, Inc. (investment
                                       of Georgia         advisory firm)
</TABLE>
--------
(1) These are directorships with corporations subject to the registration or
    reporting requirements of the Securities Exchange Act of 1934 or registered
    under the Investment Company Act of 1940.
 
                                       14
<PAGE>
 
  Information regarding late filings under Section 16(a) of the Securities
Exchange Act of 1934 included at page 12 of the Proxy Statement 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. Provided, however, the information provided under the
headings "Executive Compensation and Benefits 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.
 
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
Transactions" at pages 12 and 13 and the second paragraph under the caption
"Information with Respect to Executive Compensation and Benefits Committee
Interlocks and Insider Participation in Compensation Decisions" at page 18 is
hereby incorporated herein by reference.
 
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 
(A) 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 1995 Annual Report to
Shareholders are incorporated by reference in Item 8.
 
  Management's Statement on Responsibility for Financial Reporting 
  Report of Ernst & Young LLP, Independent Auditors
  Consolidated Statement of Condition--December 31, 1995 and 1994
  Consolidated Statement of Earnings--Years ended December 31, 1995, 1994 and
  1993
  Consolidated Statement of Shareholders' Equity - Years ended December 31,
  1995, 1994, and 1993
  Consolidated Statement of Cash Flows--Years ended December 31, 1995, 1994,
  and 1993
  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.
 
(B) REPORTS ON FORM 8-K
 
  The following reports on Form 8-K were filed during the fourth quarter of
1995:
 
  a) Report on Form 8-K filed November 2, 1995 to report AmSouth's preliminary
     results of operations for the third quarter of 1995.
 
  b) Report on Form 8-K filed December 21, 1995 to report that C. Dowd Ritter
     had been elected Chief Executive Officer of AmSouth effective January 1,
     1996.
 
(C) EXHIBITS
 
  The exhibits listed in the Exhibit Index at page 18 of this Form 10-K are
filed herewith or are incorporated herein by reference.
 
                                       15
<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
                                               President and Chief Executive
                                                          Officer
                                          Date: March 26, 1996
 
  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/ Dennis J. Dill
By: _________________________________     By: _________________________________
           C. DOWD RITTER                             DENNIS J. DILL
 President, Chief Executive Officer              Executive Vice President
           and a Director                        Chief Accounting Officer
    (Principal Executive Officer)             (Principal Accounting Officer)
Date: March 26, 1996                      Date: March 26, 1996
 
        /s/ Kristen M. Hudak
By: _________________________________
          KRISTEN M. HUDAK
 Senior Executive Vice President and
       Chief Financial Officer
    (Principal Financial Officer)
Date: March 26, 1996
 
                                       16
<PAGE>
 
                  *                                          *
By: _________________________________     By: _________________________________
        BARNEY B. BURKS, JR.                          JAMES R. MALONE
             A Director                                 A Director
Date: March 26, 1996                      Date: March 26, 1996
 
                  *                                          *
By: _________________________________     By: _________________________________
         J. HAROLD CHANDLER                          CLAUDE B. NIELSEN
             A Director                                 A Director
Date: March 26, 1996                      Date: March 26, 1996
 
                  *                                          *
By: _________________________________     By: _________________________________
          JOSEPH M. FARLEY                        Z. CARTTER PATTEN, III
             A Director                                 A Director
Date: March 26, 1996                      Date: March 26, 1996
 
                  *                                          *
By: _________________________________     By: _________________________________
          RODNEY C. GILBERT                      BENJAMIN F. PAYTON, PH.D.
             A Director                                 A Director
Date: March 26, 1996                      Date: March 26, 1996
 
                  *                                          *
By: _________________________________     By: _________________________________
           ELMER B. HARRIS                          HERBERT A. SKLENAR
             A Director                                 A Director
Date: March 26, 1996                      Date: March 26, 1996
 
                  *                                          *
By: _________________________________     By: _________________________________
           DONALD E. HESS                              JOHN W. WOODS
             A Director                                 A Director
Date: March 26, 1996                      Date: March 26, 1996
 
                  *
By: _________________________________
        RONALD L. KUEHN, JR.
             A Director
Date: March 26, 1996
 
*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
 
 
                                       17
<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>
   2-a Agreement and Plan of Merger dated as of September 12, 1993, between
        Fortune Bancorp, Inc. and AmSouth Bancorporation, as amended by
        amendment dated as of May 11, 1994 (1)
   2-b Agreement and Plan of Merger dated as of March 29, 1993 between Orange
        Banking Corporation and AmSouth Bancorporation (2)
   2-c Agreement and Plan of Merger dated as of June 30, 1993 between
        FloridaBank, a Federal Savings Bank and AmSouth Bancorporation (3)
   2-d Agreement and Plan of Merger dated as of July 29, 1993 between Parkway
        Bancorp, Inc. and AmSouth Bancorporation (4)
   2-e Agreement and Plan of Merger dated as of August 3, 1993 between First
        Federal Savings Bank, Calhoun, Georgia and AmSouth Bancorporation (5)
   2-f Agreement and Plan of Merger dated as of August 9, 1993 between Citizens
        National Corporation and AmSouth Bancorporation (6)
   3-a Restated Certificate of Incorporation of AmSouth Bancorporation (7)
   3-b Bylaws of AmSouth Bancorporation (8)
   4-a Instruments defining the rights of security holders (9)
   4-b Stockholder Protection Rights Agreement dated as of June 15, 1989
        between AmSouth Bancorporation and AmSouth Bank, National Association
        as Rights Agent, 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 (10)
   4-c Certificate of Designation and Terms of Series A Preferred Stock of
        AmSouth Bancorporation (11)
 *10-a AmSouth Bancorporation Executive Incentive Plan (12)
 *10-b AmSouth Bancorporation Transfer/Employee Relocation Policy (13)
 *10-c AmSouth Bancorporation Supplemental Retirement Plan
 *10-d AmSouth Bancorporation Long Term Incentive Compensation Plan (14)
 *10-e Amendment No. 1 to the AmSouth Bancorporation Long Term Incentive
        Compensation Plan (15)
 *10-f Amendment No. 2 to the AmSouth Bancorporation Long Term Incentive
        Compensation Plan (16)
 *10-g Amendment No. 3 to the AmSouth Bancorporation Long Term Incentive
        Compensation Plan (17)
 *10-h Amendment No. 4 to the AmSouth Bancorporation Long Term Incentive
        Compensation Plan (18)
 *10-i Amendment No. 5 to the AmSouth Bancorporation Long Term Incentive
        Compensation Plan (19)
 *10-j Amendment No. 6 to the AmSouth Bancorporation Long Term Incentive
        Compensation Plan (20)
 *10-k 1989 AmSouth Bancorporation Long Term Incentive Compensation Plan (21)
 *10-l Amendment No. 1 to the 1989 AmSouth Bancorporation Long Term Incentive
        Compensation Plan (22)
 *10-m Amendment No. 2 to the 1989 AmSouth Bancorporation Long Term Incentive
        Compensation Plan (23)
 *10-n Change in Control Compensation Agreement (24)
</TABLE>
 
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<PAGE>
 
<TABLE>
<S>     <C>
*10-o   Deferred Compensation Plan for Directors of AmSouth and AmSouth Bank N.A. (25)
*10-p   Split Dollar Agreement (26)
*10-q   AmSouth Bancorporation Supplemental Thrift Plan
*10-r   Amendment Number One to the AmSouth Bancorporation Supplemental Thrift Plan
*10-s   Employment Agreement for C. Dowd Ritter (27)
*10-t   Form of Executive Severance Agreement for certain Executive Officers (28)
*10-u   Letter Agreement with Kristen M. Hudak (29)
 11     Statement Regarding Computation of Earnings per Share
 13     AmSouth Bancorporation's 1995 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>
 
                                       19
<PAGE>
 
                               NOTES TO EXHIBITS
 
 (1)Filed as Exhibit 2(a) to AmSouth's Report on Form 8-K filed on September
      16, 1993, as amended by a Form 8-K/A filed on September 23, 1993, and
      Annex A to the Supplement to the Proxy Statement/Prospectus dated May 12,
      1994 and filed pursuant to Rule 424(b)(3), incorporated herein by
      reference
 
 (2)Filed as Exhibit 2(a) to AmSouth's Registration Statement on Form S-4
      (Registration Statement No. 33-49865), incorporated herein by reference
 
 (3)Filed as Exhibit 2(a) to AmSouth's Registration Statement on Form S-4
      (Registration Statement No. 33-50605), incorporated herein by reference
 
 (4)Filed as Exhibit 2(a) to AmSouth's Registration Statement on Form S-4
      (Registration Statement No. 33-50727), incorporated herein by reference
 
 (5)Filed as Exhibit 2(a) to AmSouth's Registration Statement on Form S-4
      (Registration Statement No. 33-51767), incorporated herein by reference
 
 (6)Filed as Exhibit 2(a) to AmSouth's Registration Statement on Form S-4
      (Registration Statement No. 33-50865), incorporated herein by reference
 
 (7)Filed as Exhibit 3-b to AmSouth's Form 10-Q Quarterly Report for the
      quarter ended March 31, 1993, incorporated herein by reference
 
 (8)Filed as Exhibit 3-c to AmSouth's Form 10-Q Quarterly Report for the
      quarter ended September 30, 1995, incorporated herein by reference
 
 (9)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
 
(10)Filed as Exhibit 4-a to AmSouth's Form 10-Q Quarterly Report for the
      quarter ended June 30, 1989, 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 4-c to AmSouth's Form 10-Q Quarterly Report for the
      quarter ended June 30, 1989, 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-a to AmSouth's Form 10-Q Quarterly Report for the
      quarter ended March 31, 1995 incorporated herein by reference
 
(13)Filed as Exhibit 10-b to AmSouth's Form 10-K Annual Report for the year
      ended December 31, 1993, incorporated herein by reference
 
(14)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)
 
(15)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)
 
(16)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)
 
                                       20
<PAGE>
 
(17)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)
 
(18)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)
 
(19)Filed as Exhibit 10-i to AmSouth's Form 10-K Annual Report for the year
      ended December 31, 1994, incorporated herein by reference
 
(20)Filed as Exhibit 10-b to AmSouth's Form 10-Q Quarterly Report for the
      quarter ended September 30, 1995, incorporated herein by reference
 
(21)Filed as Exhibit 10 to AmSouth's Form 10-Q Quarterly Report for the quarter
      ended March 31, 1993, incorporated herein by reference
 
(22)Filed as Exhibit 10-k to AmSouth's Form 10-K Annual Report for the year
      ended December 31, 1994, incorporated herein by reference
 
(23)Filed as Exhibit 10-a to AmSouth's Form 10-Q Quarterly Report for the
      quarter ended September 30, 1995, incorporated herein by reference
 
(24)Filed as Exhibit 10-k to AmSouth's Form 10-K Annual Report for the year
      ended December 31, 1992, incorporated herein by reference; agreement in
      this form is with John W. Woods
 
(25)Filed as Exhibit 10-a to AmSouth's Form 10-Q Quarterly Report for the
      quarter ended June 30, 1986, 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)
 
(26)Filed as Exhibit 10-p to AmSouth's Form 10-Q Quarterly Report for the
      quarter ended September 30, 1994, incorporated herein by reference
 
(27)Filed as Exhibit 10-a to AmSouth's Form 10-Q Quarterly Report for the
      quarter ended June 30, 1995, incorporated herein by reference
 
(28)Filed as Exhibit 10-b to AmSouth's Form 10-Q Quarterly Report for the
      quarter ended June 30, 1995, 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,
      Kristen M. Hudak, W. Charles Mayer, III, Candice W. Rogers, E.W.
      Stephenson, Jr., Alfred W. Swan, Jr., and Stephen A. Yoder
 
(29)Filed as Exhibit 10-c to AmSouth's Form 10-Q Quarterly Report for the
      quarter ended June 30, 1995, incorporated herein by reference
 
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