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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, 1997       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                           35203
        1900 FIFTH AVENUE NORTH                       (ZIP CODE)
          BIRMINGHAM, ALABAMA
    (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:

<TABLE>
<CAPTION>
            TITLE OF EACH CLASS       NAME OF EACH EXCHANGE ON WHICH REGISTERED
            -------------------       -----------------------------------------
   <S>                                <C>
   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
</TABLE>

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 17, 1998 was $4,359,580,000. (Note 1)

  As of February 28, 1998 AmSouth Bancorporation had 80,631,759 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, 1997: Part I,
  Part II

  Proxy Statement for Annual Meeting to be held April 16, 1998: 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 17, 1998 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. AmSouth had no non-
voting common equity outstanding at February 17, 1998. 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.......................................................    1
Item 2.   Properties.....................................................    7
Item 3.   Legal Proceedings..............................................    7
Item 4.   Submission of Matters to a Vote of Security Holders............    7
Executive Officers of the Registrant.....................................    7
PART II
Item 5.   Market for Registrant's Common Equity and Related Stockholder
 Matters.................................................................    9
Item 6.   Selected Financial Data........................................   10
Item 7.   Management's Discussion and Analysis of Financial Condition and
 Results of Operations...................................................   11
Item 7A.Quantitative and Qualitative Disclosures about Market Risk.......   11
Item 8.   Financial Statements and Supplementary Data....................   11
Item 9.   Changes in and Disagreements with Accountants on Accounting and
 Financial Disclosure....................................................   11
PART III
Item 10.   Directors and Executive Officers of the Registrant............   11
Item 11.   Executive Compensation........................................   11
Item 12.   Security Ownership of Certain Beneficial Owners and
 Management..............................................................   11
Item 13.   Certain Relationships and Related Transactions................   11
PART IV
Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form
 8-K.....................................................................   12
SIGNATURES...............................................................   13
EXHIBIT INDEX............................................................   15
</TABLE>
<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, 1997, AmSouth had total consolidated
assets of approximately $18.6 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, 1997, the
Bank had total consolidated assets of $18.6 billion, total consolidated
deposits of $12.9 billion and total consolidated equity capital of $1.7
billion. As of December 31, 1997, the assets of the Bank constituted virtually
all of the assets of AmSouth.

  The Bank offers a complete range of consumer and commercial banking and
trust services to businesses and individuals through approximately 275 banking
offices located in Alabama, Florida, Tennessee and Georgia. The Consumer
Banking Group of the Bank provides a wide variety of transaction, credit and
financial services to meet the needs of its retail customer base. The Bank's
Commercial Banking Group offers a variety of products and services, including
commercial lending, international banking and cash management sales and
operations. The Bank operates a network of over 600 automated teller machines
that are linked with shared automated tellers in all 50 states. The Capital
Management Group of the Bank 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 management and administration, as corporate trustee, of
debt issues and provision of transfer agent services for corporations.

  The Bank's subsidiaries include AmSouth Leasing Corporation, a specialized
lender providing equipment leasing, and AmSouth Investment Services, Inc., a
registered broker-dealer that provides securities brokerage services. At
December 31, 1997, the Bank also had an equity investment in an investment
management firm called Rockhaven Asset Management, LLC.

  As of February 28, 1998, AmSouth and its subsidiaries had 6,407 employees.

COMPETITION

  AmSouth's subsidiaries compete aggressively with banks located in Alabama,
Florida, Tennessee and Georgia, as well as large banks in other 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, 1997, AmSouth was the third largest bank holding company
headquartered in Alabama 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 have been 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

                                       1
<PAGE>

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 authorized a bank to merge with a bank in
another state as long as neither of the relevant states had opted out of
interstate branching by May 31, 1997. A bank may also establish and operate a
de novo branch in a state in which the bank does not already 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 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, it is probable that the IBBEA will result in greater
consolidation within the banking industry.

BUSINESS COMBINATIONS

  AmSouth continually evaluates business combination and acquisition
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.

                                       2
<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, is 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 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 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 would exceed the total of (a) the Bank's net profits (as defined and
interpreted by regulation) for that year, plus (b) the Bank's retained net
profits (as defined and interpreted by regulation) for the preceding two
years, less any required transfers to surplus or a fund for the retirement of
preferred stock, if any is outstanding. The Bank also can pay dividends only
to the extent that its 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

                                       3
<PAGE>

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 payment 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.

  At December 31, 1997, under dividend restrictions imposed under federal and
Alabama law, including those described above, the Bank, without obtaining
government approvals, could declare aggregate dividends of approximately $157
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 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,
minority interests in the equity accounts of consolidated subsidiaries,
qualifying 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, certain other types of debt, other preferred stock and a
limited amount of loan loss reserves. At December 31, 1997, AmSouth's
consolidated Tier 1 Capital and Total Capital ratios were 7.16 percent and
10.38 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, 1997 was
6.19 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, 1997. 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 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 who
voluntarily comply with the market risk capital requirement. AmSouth does not
anticipate that it will be subject to, nor voluntarily adopt, these new
requirements.

  Bank regulators have the authority generally to raise capital requirements
applicable to banking organizations beyond their current levels, and several
proposals are under consideration that would modify the capital guidelines to
address particular issues. 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.

                                       4
<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, 1997, 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 based on its capital ratios calculated under
the guidelines that apply to it, it would qualify as well-capitalized as of
December 31, 1997.

  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
restoration 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 restoration 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

                                       5
<PAGE>

the Bank was well capitalized as of December 31, 1997, AmSouth believes the
brokered deposits regulation will have no material effect on the funding or
liquidity the Bank.

 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 non-savings 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 the
statutory minimum of $2,000.00 for most "well-capitalized" banks.

  In addition, the Deposit Insurance Fund Act of 1996 requires that depository
institutions pay assessments to pay for the cost of Financing Corporation or
"FICO" bonds. The assessments to be imposed on insured depository institutions
for this purpose through January 1, 2000 are $1.30 per $100.00 with respect to
deposits insured by the BIF and $6.48 per $100.00 with respect to deposits
insured by the SAIF. Currently, all of AmSouth's deposits are insured by the
BIF. Beginning January 1, 2000, the FICO-related assessment rates for BIF and
SAIF deposits will both be $2.43 per $100.00.

 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
institutions subsidiaries other than the Bank; however, it may in the future.

                                       6
<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, 1997, AmSouth and its subsidiaries had 290 offices
(principally bank buildings) of which 178 were owned and 112 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 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 which 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 1997.

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:

C. Dowd Ritter       50        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), Vice Chairman of the Board of
                               AmSouth and AmSouth Bank of Alabama (July 1993
                               to August 1994), and Senior Executive Vice
                               President of AmSouth and Senior Executive Vice
                               President and General Banking Group Head of
                               AmSouth Bank of Alabama (May 1991 to July
                               1993).

                                       7
<PAGE>

Michael C. Baker    50         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 44         Senior Executive Vice President (October 1994
                               to date), Chief Financial Officer (October 1997
                               to date) and Finance, Commercial and Credit
                               Group Head (October 1993 to date) of AmSouth
                               and AmSouth Bank. 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 Bank of Alabama.

W. Charles Mayer, III
                    43         Senior Executive Vice President of AmSouth
                               (October 1994 to date),
                               Alabama/Tennessee/Georgia Banking Group Head of
                               AmSouth Bank (November 1997 to date) and
                               Birmingham City President of AmSouth Bank (May
                               1995 to date). Formerly, 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   48         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.
                    51         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) and Executive Vice President and
                               Consumer and Marketing Division Head of AmSouth
                               Bank of Alabama (May 1991 to July 1993).

Alfred W. Swan, Jr. 55         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,
                               Chief Executive Officer of AmSouth Bank of
                               Florida (1992 to July 1993) and Executive Vice
                               President of AmSouth (1992 to October 1994).

David B. Edmonds    44         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.
                    40         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    44         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.

                                       8
<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*                  1997     1996     1995     1994     1993
------------------                --------  -------  -------  -------  -------
<S>                               <C>       <C>      <C>      <C>      <C>
Cash dividends declared.........  $   1.14  $  1.08  $  1.03  $  0.95  $  0.81
Book value......................     17.20    16.61    16.11    15.05    14.32
Tangible book value.............     14.07    13.42    12.79    10.99    12.23
Market value at year end........     54.31    32.25    26.92    17.17    20.83
Market price range:
  High..........................     57.06    33.92    27.59    23.25    23.92
  Low...........................     31.50    22.92    17.17    16.92    18.25
Total trading volume (In thou-
 sands).........................    43,926   37,007   49,566   31,448   31,589
Dividend yield at year end......      2.21%    3.47%    3.96%    5.90%    4.48%
Dividend payout ratio...........     41.30    50.15    51.33    63.56    42.21
Price earnings ratio**..........     19.89X   15.14X   13.60X   11.60X   10.96X
Shareholders of record at year
 end............................    12,480   13,165   14,037   14,674   12,985
Average shares outstanding (In
 thousands).....................    82,039   84,908   87,393   84,791   76,272
Average diluted shares outstand-
 ing (In thousands).............    82,746   85,843   88,639   85,964   77,507
</TABLE>
--------
 * Restated for three-for-two common stock split in April 1997.
** Calculated using diluted earnings per common share.

  Quarterly high and low sales prices of and cash dividends declared on
AmSouth common stock are set forth in Note V of the Notes to Consolidated
Financial Statements, which are incorporated by reference into Item 8 of this
Form 10-K.

  As of February 17, 1998, there were approximately 14,000 holders of record
of AmSouth's common stock.

  Restrictions on the ability of the Bank to transfer funds to the holding
company at December 31, 1997 are set forth in Note Q of the Notes to
Consolidated Financial Statements, which are incorporated by reference into
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."

                                       9
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

  The following table sets forth selected financial data for the last five
years.

<TABLE>
<CAPTION>
                             1997         1996         1995         1994         1993
                          -----------  -----------  -----------  -----------  -----------
                                 (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<S>                       <C>          <C>          <C>          <C>          <C>
EARNINGS SUMMARY
Revenue from earning as-
 sets...................  $ 1,377,788  $ 1,353,823  $ 1,272,939  $ 1,047,741  $   840,617
Interest expense........      701,511      701,442      679,396      480,414      339,326
                          -----------  -----------  -----------  -----------  -----------
Net interest income.....      676,277      652,381      593,543      567,327      501,291
Provision for loan loss-
 es.....................       67,399       65,171       40,139       30,103       27,966
                          -----------  -----------  -----------  -----------  -----------
Net interest income af-
 ter provision for loan
 losses.................      608,878      587,210      553,404      537,224      473,325
Noninterest revenues....      266,004      235,274      231,671      175,355      199,237
Noninterest expenses....      526,192      534,232      509,898      519,239      453,999
                          -----------  -----------  -----------  -----------  -----------
Income before income
 taxes..................      348,690      288,252      275,177      193,340      218,563
Income taxes............      122,523      105,576      100,222       66,050       71,843
                          -----------  -----------  -----------  -----------  -----------
  Net income............  $   226,167  $   182,676  $   174,955  $   127,290  $   146,720
                          ===========  ===========  ===========  ===========  ===========
COMMON STOCK DATA*
Net income per common
 share..................  $      2.76  $      2.15  $      2.00  $      1.50  $      1.92
Diluted net income per
 common share...........  $      2.73  $      2.13  $      1.98  $      1.48  $      1.90
Cash dividends declared
 per common share.......  $      1.14  $      1.08  $      1.03  $      0.95  $      0.81
Average shares outstand-
 ing....................       82,039       84,908       87,393       84,791       76,272
Average diluted shares
 outstanding............       82,746       85,843       88,639       85,964       77,507
SELECTED YEAR END BAL-
 ANCES
Loans net of unearned
 income.................  $12,237,668  $12,080,246  $11,743,273  $11,429,907  $ 8,540,412
Assets..................   18,622,256   18,407,264   17,738,795   16,777,951   13,469,621
Deposits................   12,945,197   12,467,599   13,420,287   13,203,101   10,374,183
Long-term Federal Home
 Loan Bank advances.....    1,198,146    1,023,729       15,014      103,092        1,745
Other long-term debt....      435,078      411,946      425,885      275,581      163,446
Shareholders' equity....    1,385,245    1,395,829    1,383,475    1,310,458    1,142,725
SELECTED AVERAGE BAL-
 ANCES
Loans net of unearned
 income.................  $12,059,249  $11,694,849  $11,747,385  $ 9,918,274  $ 7,634,984
Assets..................   18,042,143   17,989,621   16,942,326   15,293,985   12,377,333
Deposits................   12,564,197   12,926,343   13,304,092   11,572,725    9,543,705
Long-term Federal Home
 Loan Bank advances.....      989,802      511,583       54,000      112,550          555
Other long-term debt....      428,657      423,623      298,945      219,229      159,152
Shareholders' equity....    1,369,777    1,380,532    1,357,336    1,243,151    1,031,373
SELECTED RATIOS
Return on average as-
 sets...................         1.25%        1.02%        1.03%        0.83%        1.19%
Return on average equi-
 ty.....................        16.51        13.23        12.89        10.24        14.23
Net interest margin.....         4.09         3.93         3.87         4.14         4.56
Operating efficiency....        55.43        59.56        60.98        68.72        63.48
Allowance for loan
 losses to loans net of
 unearned income........         1.46         1.48         1.52         1.50         1.54
Nonperforming assets to
 loans net of unearned
 income, foreclosed
 properties and
 repossessions..........         0.68         0.78         0.98         1.16         1.00
Ending equity to ending
 assets.................         7.44         7.58         7.80         7.81         8.48
Average equity to aver-
 age assets.............         7.59         7.67         8.01         8.13         8.33
WITHOUT 1996 SAIF AS-
 SESSMENT
Net income..............  $   226,167  $   197,895  $   174,955  $   127,290  $   146,720
Net income per common
 share*.................         2.76         2.33         2.00         1.50         1.92
Diluted net income per
 common share*..........         2.73         2.31         1.98         1.48         1.90
Return on average as-
 sets...................         1.25%        1.10%        1.03%        0.83%        1.19%
Return on average equi-
 ty.....................        16.51        14.26        12.89        10.24        14.23
Operating efficiency....        55.43        56.86        60.98        68.72        63.48
</TABLE>
--------
*  Restated for three-for-two common stock split in April 1997.


                                       10
<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 1997 Annual Report to
Shareholders is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

  The information required by this item is included on page 40 of
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", which is incorporated herein 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 1997 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 16, 1998 (the Proxy Statement) 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 13 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.

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.

                                      11
<PAGE>

                                    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 1997 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, 1997 and 1996
  Consolidated Statement of Earnings--Years ended December 31, 1997, 1996 and
  1995
  Consolidated Statement of Shareholders' Equity--Years ended December 31,
  1997, 1996 and 1995
  Consolidated Statement of Cash Flows--Years ended December 31, 1997, 1996
  and 1995
  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

  One report on Form 8-K was filed during the fourth quarter of 1997. On
December 18, 1997 AmSouth filed a report on Form 8-K regarding the approval by
the Board of Directors of the extension and updating of AmSouth's stockholder
protection rights plan.

(C) EXHIBITS

  The exhibits listed in the Exhibit Index at page 15 of this Form 10-K are
filed herewith or are incorporated herein by reference.

                                      12
<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, 1998

  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        Senior Executive Vice President
  and Chief Executive Officer                Chief Financial Officer
 (Principal Executive Officer)            (Principal Financial Officer)
Date: March 30, 1998                   Date: March 30, 1998


                                           /s/ Robert R. Windelspecht
                                       By ________________________________
                                             ROBERT R. WINDELSPECHT
                                            Executive Vice President
                                                   Controller
                                         (Principal Accounting Officer)
                                       Date: March 30, 1998

                                      13
<PAGE>


                 *                                        *
By ________________________________    By ____________________________________
        J. HAROLD CHANDLER                      RONALD L. KUEHN, JR.
            A Director                               A Director
Date: March 30, 1998                   Date: March 30, 1998


                 *
By ________________________________    By ____________________________________
       JAMES E. DALTON, JR.                        JAMES R. MALONE
            A Director                               A Director
Date: March 30, 1998                   Date: March 30, 1998


                 *                                        *
By ________________________________    By ____________________________________
         RODNEY C. GILBERT                        FRANCIS A. NEWMAN
            A Director                               A Director
Date: March 30, 1998                   Date: March 30, 1998


                 *                                        *
By ________________________________    By ____________________________________
    VICTORIA JACKSON GREGORICUS                   CLAUDE B. NIELSEN
            A Director                               A Director
Date: March 30, 1998                   Date: March 30, 1998


                 *                                        *
By ________________________________    By ____________________________________
          ELMER B. HARRIS                     BENJAMIN F. PAYTON, PH.D
            A Director                               A Director
Date: March 30, 1998                   Date: March 30, 1998


                 *                                        *
By ________________________________    By ____________________________________
          DONALD E. HESS                         HERBERT A. SKLENAR
            A Director                               A Director
Date: March 30, 1998                   Date: March 30, 1998

--------
* 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

                                      14
<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>
<S>    <C>
  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 between
        AmSouth Bancorporation and AmSouth Bank, 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 the Preferred Stock (4)
*10-a   AmSouth Bancorporation Executive Incentive Plan
*10-b   AmSouth Bancorporation Relocation Policy for Executive Officers (5)
*10-c   AmSouth Bancorporation Supplemental Retirement Plan (6)
*10-d   AmSouth Bancorporation Long Term Incentive Compensation Plan (7)
*10-e   Amendment No. 1 to the AmSouth Bancorporation Long Term Incentive Compensation
        Plan (8)
*10-f   Amendment No. 2 to the AmSouth Bancorporation Long Term Incentive Compensation
        Plan (9)
*10-g   Amendment No. 3 to the AmSouth Bancorporation Long Term Incentive Compensation
        Plan (10)
*10-h   Amendment No. 4 to the AmSouth Bancorporation Long Term Incentive Compensation
        Plan (11)
*10-i   Amendment No. 5 to the AmSouth Bancorporation Long Term Incentive Compensation
        Plan (12)
*10-j   Amendment No. 6 to the AmSouth Bancorporation Long Term Incentive Compensation
        Plan (13)
*10-k   1989 AmSouth Bancorporation Long Term Incentive Compensation Plan (14)
*10-l   Amendment No. 1 to the 1989 AmSouth Bancorporation Long Term Incentive
        Compensation Plan (15)
*10-m   Amendment No. 2 to the 1989 AmSouth Bancorporation Long Term Incentive
        Compensation Plan (16)
*10-n   Director Restricted Stock Plan (17)
*10-o   1997 Performance Incentive Plan (18)
*10-p   1996 Long Term Incentive Compensation Plan (19)
*10-q   Amended and Restated Deferred Compensation Plan for Directors of AmSouth
        Bancorporation
*10-r   AmSouth Bancorporation Supplemental Thrift Plan (20)
*10-s   Amendment Number One to the AmSouth Bancorporation Supplemental Thrift Plan (21)
*10-t   Employment Agreement for C. Dowd Ritter
*10-u   Form of Executive Severance Agreement for Certain Executive Officers (22)
*10-v   AmSouth Bancorporation Deferred Compensation Plan
*10-w   Additional Agreement for Executive Officer
 11     Statement Regarding Computation of Earnings per Share
 13     AmSouth Bancorporation's 1997 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>

                                      15
<PAGE>

                               NOTES TO EXHIBITS

<TABLE>
<S>   <C>
 (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
 (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.l to AmSouth's Report on Form 8-K filed on December 18, 1997,
       incorporated herein by reference
 (5)   Filed as Exhibit 10-b to AmSouth's Form 10-K Annual Report for the year ended
       December 31, 1996, incorporated herein by reference
 (6)   Filed as Exhibit 10-c to AmSouth's Form 10-K Annual Report for the year ended
       December 31, 1995, incorporated herein by reference.
 (7)   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)
 (8)   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)
 (9)   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)
(10)   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)
(11)   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)
(12)   Filed as Exhibit 10-i to AmSouth's Form 10-K Annual Report for the year ended
       December 31, 1994, incorporated herein by reference
(13)   Filed as Exhibit 10-b to AmSouth's Form 10-Q Quarterly Report for the quarter ended
       September 30, 1995, incorporated herein by reference
(14)   Filed as Exhibit 10 to AmSouth's Form 10-Q Quarterly Report for the quarter ended
       March 31, 1993, incorporated herein by reference
(15)   Filed as Exhibit 10-k to AmSouth's Form 10-K Annual Report for the year ended
       December 31, 1994, incorporated herein by reference
(16)   Filed as Exhibit 10-a to AmSouth's Form 10-Q Quarterly Report for the quarter ended
       September 30, 1995, incorporated herein by reference
(17)   Filed as Exhibit 4.1 to AmSouth's Registration Statement on Form S-8 (Registration
       No. 33-58777), incorporated herein by reference
(18)   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
(19)   Filed as Exhibit 10-p to AmSouth's Form 10-K Annual Report for the year ended
       December 31, 1996, incorporated herein by reference
(20)   Filed as Exhibit 10-q to AmSouth's Form 10-K Annual Report for the year ended
       December 31, 1995, incorporated herein by reference
(21)   Filed as Exhibit 10-r to AmSouth's Form 10-K Annual Report for the year ended
       December 31, 1995, incorporated herein by reference
(22)   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
</TABLE>

                                       16