10-Q/A

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

FORM 10-Q/A

AMENDMENT NO. 1

X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

OR

_ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

COMMISSION FILE NUMBER 0-2610

ZIONS BANCORPORATION
(Exact name of Registrant as specified in its charter)

UTAH(State or other jurisdiction of incorporation or organization)	87-0227400(I.R.S. Employer Identification Number)
ONE SOUTH MAIN, SUITE 1134 SALT LAKE CITY, UTAH(Address of principal executive offices)	84111(Zip Code)

Registrant's telephone number, including area code: (801) 524-4787

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 whether the registrant is an accelrated filer (as defined in Rule 12b-2 of the Exchange Act). Yes X    No _

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Stock, without par value, outstanding at August 5, 2003           89,734,812 shares

ZIONS BANCORPORATION AND SUBSIDIARIES

ITEM AMENDED

This Form 10-Q/A is being filed to include ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS of PART II. OTHER INFORMATION. This Item was omitted from the Form 10-Q filed August 14, 2003 for the quarter ended June 30, 2003. This Form 10-Q/A is filed solely to correct this omission.

INDEX

		Page
PART II.   OTHER INFORMATION
ITEM 4.	Submission of Matters to a Vote of Security Holders	3
ITEM 6.	Exhibits and Reports on Form 8-K	3
SIGNATURES		5

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ZIONS BANCORPORATION AND SUBSIDIARIES

PART II.    OTHER INFORMATION

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

a)

The annual meeting of shareholders was held on April 25, 2003. The total number of shares eligible for voting was 90,457,596; the total shares voted were 70,220,097.

b)

Election of Directors Proxies were solicited by the Company’s management pursuant to Regulation 14A of the Securities Exchange Act of 1934. Those directors nominated (Proposal 1) in the proxy statement are shown under c) below. There was no solicitation opposing management’s nominees for directors and all such nominees were elected pursuant to the vote of the shareholders. Directors whose terms of office continued after the meeting were:

Jerry C. Atkin
Stephen D. Quinn
Shelley Thomas Williams Roger B. Porter
L. E. Simmons

c) The matters voted upon and the results were as follows:

(1)     Nomination and Election of Directors (Proposal 1):

	For	Withhold Authority
R. D. Cash Patricia Frobes Richard H. Madsen Harris H. Simmons	69,409,125 69,336,672 67,402,012 69,095,033	672,175                       724,678                       2,664,938                       1,072,893

(2)    Proposal to Amend the Zions Bancorporation 1998 Non-Qualified Stock Option and Incentive
        Plan (Proposal 2), to increase the number of shares available under the plan:

For	Against	Withhold Authority
60,145,771	8,980,182	969,358

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits

Exhibit Number	Description
31.1	Certification by Chief Executive Officer required by Rule 13a-14(a) under the Securities Exchange Act of 1934 (filed herewith).

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ZIONS BANCORPORATION AND SUBSIDIARIES

Exhibit Number	Description
31.2	Certification by Chief Financial Officer required by Rule 13a-14(a) under the Securities Exchange Act of 1934 (filed herewith).
32	Certification by Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. §1350 (furnished herewith).

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S I G N A T U R E S

Pursuant to the requirements 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.

	/s/  Harris H. Simmons —————————————— Harris H. Simmons, Chairman, President and Chief Executive Officer
Dated: September 29, 2003	/s/  Doyle L. Arnold —————————————— Doyle L. Arnold, Executive Vice President and Chief Financial Officer

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EX-31

EXHIBIT 31.1

C E R T I F I C A T I O N

Principal Executive Officer

I, Harris H. Simmons, certify that:

1. I have reviewed this amended quarterly report on Form 10-Q/A of Zions Bancorporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably like to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  September 29, 2003 /s/  Harris H. Simmons
——————————————
Harris H. Simmons, Chairman, President
and Chief Executive Officer

EX-31

EXHIBIT 31.2

C E R T I F I C A T I O N

Principal Financial Officer

I, Doyle L. Arnold, certify that:

1. I have reviewed this amended quarterly report on Form 10-Q/A of Zions Bancorporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably like to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  September 29, 2003 /s/  Doyle L. Arnold
——————————————
Doyle L. Arnold, Executive Vice
President and Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION

        Pursuant to 18 U.S.C. §1350, the undersigned officers of Zions Bancorporation (the “Company”), hereby certify that, to the best of their knowledge, the Company’s Quarterly Report as amended on Form 10-Q/A for the quarter ended June 30, 2003 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

September 29, 2003	/s/  Harris H. Simmons —————————————— Name: Harris H. Simmons Title:   Chairman, President and             Chief Executive Officer
	/s/  Doyle L. Arnold —————————————— Name: Doyle L. Arnold Title:   Executive Vice President and             Chief Financial Officer

        The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.