**EXHIBIT 23**

 

**CONSENT OF INDEPENDENT AUDITORS**

 

We consent to the incorporation by reference of our report dated January 14,2003, with respect to the consolidated financial statements of AmSouth Bancorporation and subsidiaries incorporated by reference in this Annual Report (Form 10-K) for the year ended December 31, 2002 in the following Registration Statements and inthe related prospectuses: 

 

FormS-3 No. 33-55683 pertaining to the AmSouth Bancorporation Dividend Reinvestment and Common Stock Purchase Plan; 

 

Form S-8 No. 33-52243 pertaining to the assumption by AmSouth Bancorporation of FloridaBank Stock Option Plan andFloridaBank Stock Option Plan – 1993; 

 

Form S-8 No. 33-52113 pertaining to the AmSouth Bancorporation 1989 Long Term Incentive Compensation Plan; 

 

Form S-8 No. 33-35218 pertaining to the AmSouth Bancorporation 1989 Long Term Incentive Compensation Plan; 

 

Form S-8 No. 33-37905 pertaining to theAmSouth Bancorporation Thrift Plan; 

 

Form S-8 No. 33-2927 (as amended) pertaining to the AmSouth Bancorporation Employee Stock Purchase Plan; 

 

Form S-3 No. 33-35280 pertaining to the AmSouth Bancorporation Dividend Reinvestment and Common Stock Purchase Plan;

 

Form S-8 No. 333-02099pertaining to the AmSouth Bancorporation Thrift Plan; 

 

Form S-8 No. 333-05631 pertaining to the AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan; 

 

Form S-8 No. 333-27107 pertaining to the AmSouth Bancorporation Employee Stock Purchase Plan; 

 

Form S-8 No. 333-41599 pertaining to theAmSouth Bancorporation Deferred Compensation Plan and the Amended and Restated Deferred Compensation Plan for Directors of AmSouth Bancorporation; 

 

Form S-3 No. 333-44263 pertaining to the AmSouth Bancorporation Shelf Registration Statement; 

 

Form S-8 No. 333-76283 pertaining to theAmSouth Bancorporation Stock Option Plan for Outside Directors; 

 

Form S-8 No. 333-89451 pertaining to the First American Corporation 1993 Non-Employee Director Stock Option Plan; 

 

Form S-8 No. 333-89455 pertaining to the First American Corporation 1999 Broad-BasedEmployee Stock Option Plan; 

 

Form S-8 No. 333-89457 pertaining to the First American Corporation Star Award Plan; 

 

Form S-8 No. 333-89459 pertaining to the Deposit Guaranty Corporation Long Term Incentive Plans; 

 

Form S-8 No. 333-89461 pertaining to theFirst American Corporation 1991 Employee Stock Incentive Plan; 

 

Form S-8 No. 333-89463 pertaining to the Heritage Federal Bancshares, Inc. 1994 Stock Option Plan for Non-Employee Directors and 1992 Stock Option Plan and Incentive Compensation Plan for Non-EmployeeDirectors; 

 

Form S-3 No.333-42542 pertaining to the AmSouth Bancorporation Dividend Reinvestment and Common Stock Purchase Plan; 

 

Form S-8 No. 333-42554 pertaining to the AmSouth Bancorporation Thrift Plan; 

 

Form S-8 No. 333-42556 pertaining to theAmSouth Bancorporation Employee Stock Purchase Plan; 

 

Form S-8 No. 333-42558 pertaining to the AmSouth Bancorporation Amended and Restated 1991 Employee Stock Incentive Plan; 

 

Form S-8 No. 333-42560 pertaining to the Pioneer Bancshares, Inc. Long-Term Incentive Plan; 

 

Form S-8 No. 333-102581 pertaining to theAmSouth Bancorporation Stock Option Plan For Outside Directors; and 

 

Form S-8 No. 333-102586 pertaining to the AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan.