8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

May 7, 2004    (May 5, 2004)
Date of Report    (Date of earliest event reported)

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

Utah (State or other
jurisdiction of
incorporation) 0-2610 (Commission
File Number) 87-0227400 (IRS Employer
Identification No.)

One South Main, Suite 1134,   Salt Lake City, Utah (Address of principal executive offices) 84111 (Zip Code)

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

N/A
(Former name or former address, if changed since last report)

-1-

Item 7.    Financial Statements, Pro forma Financial Statements and Exhibits.

                (a)        Not Applicable.

                (b)        Not Applicable.

                (c)        Exhibits.

                 The Registrant hereby files the following exhibits to its Registration Statement on Form S-3 (File No. 333-107746), which was filed on August 7, 2003:

Number	Exhibit
1.2	Underwriting Agreement, dated September 3, 2003, incorporated by reference to Exhibit 1.2 to the Registrant’s Current Report on Form 8-K dated September 10, 2003.
1.5	Pricing Agreement, dated May 5, 2004, in connection with the offering of the Registrant’s 5.65% Subordinated Notes due May 15, 2014.
5.7	Opinion of Sullivan & Cromwell LLP.
5.8	Opinion of Callister, Nebeker & McCullough.
23.8	Consent of Sullivan & Cromwell LLP (included in Exhibit 5.7).
23.9	Consent of Callister, Nebeker & McCullough (included in Exhibit 5.8).

SIGNATURE

        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 hereunto duly authorized.

ZIONS BANCORPORATION


By: /s/Doyle L. Arnold                  
            Doyle L. Arnold
            Executive Vice President
            and Chief Financial Officer

Date: May 7, 2004

-2-

EXHIBIT INDEX

Number	Exhibit
1.2	Underwriting Agreement, dated September 3, 2003, incorporated by reference to Exhibit 1.2 to the Registrant’s Current Report on Form 8-K dated September 10, 2003.
1.5	Pricing Agreement, dated May 5, 2004, in connection with the offering of the Registrant’s 5.65% Subordinated Notes due May 15, 2014.
5.7	Opinion of Sullivan & Cromwell LLP.
5.8	Opinion of Callister, Nebeker & McCullough.
23.8	Consent of Sullivan & Cromwell LLP (included in Exhibit 5.7).
23.9	Consent of Callister, Nebeker & McCullough (included in Exhibit 5.8).

-3-

EX-1.5

Exhibit 1.5

Pricing Agreement

Goldman, Sachs & Co.,
Bear, Stearns & Co. Inc.
Keefe, Bruyette & Woods, Inc.
RBC Capital Markets Corporation
Zions Investment Securities, Inc.
    As Representatives of the several
      Underwriters named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.

May 5, 2004

Ladies and Gentlemen:

        Zions Bancorporation, a Utah corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated September 3, 2003 (the “Underwriting Agreement”), between the Company on the one hand and Goldman, Sachs & Co., Bear, Stearns & Co. Inc., Keefe, Bruyette & Woods, Inc., RBC Capital Markets Corporation, and Zions Investment Securities, Inc. on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto.

        An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.

        Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

        If the foregoing is in accordance with your understanding, please sign and return to us eight counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

	Very truly yours, ZIONS BANCORPORATION By:     /s/Doyle L. Arnold                          Name: Doyle L. Arnold        Title: Chief Financial Officer
Accepted as of the date hereof: Goldman, Sachs & Co. Bear, Stearns & Co. Inc. Keefe, Bruyette & Woods, Inc. RBC Capital Markets Corporation Zions Investment Securities, Inc. By:   /s/ GOLDMAN, SACHS & CO.                   (Goldman, Sachs & Co.)             On behalf of each of the Underwriters

SCHEDULE I

Underwriter	Principal Amount of Designated Securities to be Purchased
Goldman, Sachs &Co.	$150,000,000
Bear, Stearns & Co. Inc.	60,000,000
Keefe, Bruyette & Woods, Inc.	30,000,000
RBC Capital Markets Corporation	30,000,000
Zions Investment Securities, Inc.	30,000,000
Total	$300,000,000

SCHEDULE II

Title of Designated Securities:

          5.65% Subordinated Notes due 2014

Aggregate Principal Amount:

          $300,000,000

Price to Public:

99.87% of the principal amount of the Designated Securities, plus accrued interest, if any, from May 10, 2004 to the date of delivery

Purchase Price by Underwriters:

99.37% of the principal amount of the Designated Securities, plus accrued interest, if any, from May 10, 2004 to the date of delivery

Form of Designated Securities:

Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC.

Specified Funds for Payment of Purchase Price:

          Federal (same day) funds

Time of Delivery:

          9:00 a.m. (New York City time), May 10, 2004

Indenture:

Indenture dated September 10, 2002, between the Company and J.P. Morgan Trust Company, National Association, as Trustee

Maturity:

          May 15, 2014

Interest Rate:

          5.65%

Interest Payment Dates:

          May 15 and November 15, commencing November 15, 2004

Redemption Provisions:

          No provisions for redemption

Sinking Fund Provisions:

          No sinking fund provisions

Defeasance Provisions:

          Covenant and legal defeasance

Closing Location for Delivery of Designated Securities:

          Sullivan & Cromwell LLP
          1888 Century Park East
          Los Angeles, CA 90067

Additional Closing Conditions:

          None

Names and Addresses of Representatives:

Designated Representatives:	Goldman, Sachs &Co. Bear, Stearns & Co. Inc. Keefe, Bruyette & Woods, Inc. RBC Capital Markets Corporation Zions Investment Securities, Inc.
Address for Notices, etc.:	c/o Goldman, Sachs &Co. 85 Broad Street New York, New York 10004

Other Terms:

          None

EX-5.7

Exhibit 5.7

May 6, 2004                          

   Zions Bancorporation,
        One South Main Street,
              Salt Lake City, Utah 84111.

Ladies and Gentlemen:

        In connection with the registration under the Securities Act of 1933 (the “Act”) of $300,000,000 aggregate principal amount of 5.65% Senior Notes due May 15, 2014 (the “Securities”) of Zions Bancorporation, a Utah corporation (“Zions”), to be issued to Goldman, Sachs & Co., Bear, Stearns & Co. Inc., Keefe, Bruyette & Woods, Inc., RBC Capital Markets Corporation and Zions Investment Securities, Inc. (the “Underwriters”) pursuant to a Pricing Agreement, dated May 5, 2004, between Zions and the Underwriters and an Underwriting Agreement, dated September 3, 2003, between Zions and Goldman, Sachs & Co., Bear, Stearns & Co. Inc., Keefe, Bruyette & Woods, Inc., Wachovia Capital Markets, LLC and Zions Investment Securities, Inc. (together, the “Underwriting Agreement”), we, as counsel to the Underwriters, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.

        Upon the basis of such examination, we advise you that, in our opinion, when the Securities have been duly executed and authenticated in accordance with the applicable indenture and issued and sold pursuant to the Underwriting Agreement, the Securities will constitute valid and legally binding obligations of Zions, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

        The foregoing opinion is limited to the Federal laws of the United States and the laws of the States of New York and Utah, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of Utah law, we have, with your approval, relied upon the opinion, dated the date hereof, of Callister, Nebeker & McCullough, a Professional Corporation, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Callister, Nebeker & McCullough, a Professional Corporation. We believe you and we are justified in relying on such opinion for such matters.

Zions Bancorporation -2-

        Also, with your approval, we have relied as to certain matters on information obtained from public officials, officers of Zions and other sources believed by us to be responsible, and we have assumed that the indenture relating to the Securities has been duly authorized, executed and delivered by the trustee thereunder, an assumption we have not independently verified.

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the headings “Validity of the Debt Securities” in the Prospectus and “Validity of Notes” in the Prospectus Supplement, respectively. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

SULLIVAN & CROMWELL LLP

EX-5

Exhibit 5.8

6 May 2004

Zions Bancorporation
One South Main, Suite 1134
Salt Lake City, Utah 84111

Ladies and Gentlemen:

        We have acted as counsel to Zions Bancorporation, a Utah corporation (the “Company”), in providing this opinion with respect to the registration under the Securities Act of 1933 (the “Act”) of $300,000,000 aggregate principal amount of 5.65% Subordinated Notes due May 15, 2014 of the Company (collectively, the “Securities”) to be issued to Goldman, Sachs & Co., Bear, Stearns & Co. Inc., Keefe, Bruyette & Woods, Inc., RBC Capital Markets Corporation and Zions Investment Securities, Inc. (the “Underwriters”) pursuant to a Pricing Agreement, dated May 5, 2004, between the Company and the Underwriters and an Underwriting Agreement, dated September 3, 2003, between the Company and the Underwriters (together, the “Underwriting Agreement”).

        This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

        In connection with this representation, we have examined the originals, or copies identified to our satisfaction, of such minutes, agreements, corporate records and filings and other documents necessary to or appropriate for our opinion contained in this letter (the “Transaction Documents”). In our examination of the Transaction Documents, we have assumed the genuineness of all signatures that exist on those documents and have assumed the authenticity and regularity of each of the Transaction Documents submitted to us. We have also relied as to certain matters of fact upon representations made to us by public officials, officers and agents of the Company, and other sources we believe to be responsible.

        Based upon and in reliance on the foregoing, it is our opinion that when the Securities have been duly executed and authenticated in accordance with the applicable indenture and issued and sold pursuant to the Underwriting Agreement, the Securities will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Zions Bancorporation
6 May 2004
Page 2                                         

        Although we have reviewed the Transaction Documents, and have made such inquiries as we deem appropriate under the circumstances, we have not verified independently the existence or absence of all of the facts set forth in each such Transaction Document.

        Our opinion, as set forth herein, is subject to the following further qualifications:

        (A)        This opinion speaks only as of its date and you understand that this firm has no obligation to advise you of any changes of law or fact that occur after the date of this opinion, even if the change may affect the legal analysis, a legal conclusion or any informational confirmation in this opinion.

        (B)        Members of our firm are admitted to the Bar in the State of Utah. This opinion is limited to the federal laws of the United States and the laws of the States of Utah and New York, and we have not been asked to address nor have we addressed or expressed an opinion on the laws of any other jurisdiction. With respect to all matters of New York law, we have, with your approval, relied upon the opinion, dated the date hereof, of Sullivan & Cromwell LLP and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Sullivan & Cromwell LLP. We believe you and we are justified in relying on such opinion for such matters.

        (C)        We have assumed that the indenture relating to the Securities has been duly authorized, executed and delivered by the trustee thereunder, an assumption we have not independently verified.

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of the Debt Securities” in the prospectus included therein. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

CALLISTER NEBEKER & McCULLOUGH
A Professional Corporation