SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FITZPATRICK TRANUM

(Last)

(First)

(Middle)

15 SOUTH 20TH STREET

(Street)

BIRMINGHAM

35233

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMPASS BANCSHARES INC [ CBSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/19/2004		S		800	D	$40.31	149,387.3263	D
Common Stock	05/19/2004		S		600	D	$40.3	148,787.3263	D
Common Stock	05/19/2004		S		200	D	$40.28	148,587.3263	D
Common Stock	05/19/2004		S		1,400	D	$40.27	147,187.3263	D
Common Stock	05/18/2004		S		429	D	$39.86	146,758.3263	D
Common Stock	05/18/2004		S		1,771	D	$39.863	144,987.3263	D
Common Stock	05/18/2004		S		600	D	$39.88	144,387.3263	D
Common Stock	05/18/2004		S		200	D	$39.89	144,187.3263	D
Common Stock	05/19/2004		S		500	D	$40.3	128,907	I	By spouse and corporations⁽¹⁾
Common Stock	05/19/2004		S		100	D	$40.27	128,807	I	By spouse and corporations⁽¹⁾
Common Stock	05/19/2004		S		2,100	D	$40.26	126,707	I	By spouse and corporations⁽¹⁾
Common Stock	05/19/2004		S		100	D	$40.25	126,607	I	By spouse and corporations⁽¹⁾
Common Stock	05/19/2004		S		200	D	$40.24	126,407	I	By spouse and corporations⁽¹⁾
Common Stock	05/18/2004		S		200	D	$39.796	126,207	I	By spouse and corporations⁽¹⁾
Common Stock	05/18/2004		S		200	D	$39.79	126,007	I	By spouse and corporations⁽¹⁾
Common Stock	05/18/2004		S		100	D	$39.8	125,907	I	By spouse and corporations⁽¹⁾
Common Stock	05/18/2004		S		300	D	$39.81	125,607	I	By spouse and corporations⁽¹⁾
Common Stock	05/18/2004		S		100	D	$39.82	125,507	I	By spouse and corporations⁽¹⁾
Common Stock	05/18/2004		S		400	D	$39.83	125,107	I	By spouse and corporations⁽¹⁾
Common Stock	05/18/2004		S		200	D	$39.84	124,907	I	By spouse and corporations⁽¹⁾
Common Stock	05/18/2004		S		100	D	$39.85	124,807	I	By spouse and corporations⁽¹⁾
Common Stock	05/18/2004		S		500	D	$39.86	124,307	I	By spouse and corporations⁽¹⁾
Common Stock	05/18/2004		S		900	D	$39.87	123,407	I	By spouse and corporations⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The shares sold were owned by Seagrove Investments, Inc., a wholly owned subsidiary of Seagrove Corporation. The reporting person is a principal shareholder, officer, and director of Seagrove Corporation and a director of Seagrove Investments, Inc.

2. Of the shares owned indirectly by the reporting person after giving effect to the transactions reported in this Form 4, 25,000 were owned by the reporting person's spouse and 98,407 were owned by Seagrove Investments, Inc., a wholly owned subsidiary of Seagrove Corporation. The reporting person is a principal shareholder, officer, and director of Seagrove Corporation and a director of Seagrove Investments, Inc.

Remarks:

	Jerry W. Powell, as attorney in fact	05/20/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.