8-K

UNITED STATES

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

Date of Report (Date of earliest event reported) May 9, 2007 (May 7, 2007)

ZIONS BANCORPORATION

(Exact name of registrant as specified in its charter)

UTAH	001-12307	87-0227400
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

ONE SOUTH MAIN, SUITE 1500, SALT LAKE CITY, UTAH	84111
(Address of principal executive offices)	(Zip Code)

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

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Item 8.01 Other Events.

We issued a press release on May 8, 2007, announcing the pricing on that date of our public offering of 99,418 Employee Stock Option Appreciation Rights Securities, Series 2007 (the “ESOARS™,” and each unit thereof, an “ESOARS™ Unit”) pursuant to an auction conducted by Zions Direct, Inc., an affiliate of ours. We offered the ESOARS™ directly to the public. The public offering was made pursuant to an effective registration statement on Form S-3 and a preliminary prospectus supplement, both of which were previously filed with the Securities and Exchange Commission. We expect to receive net proceeds of approximately $880,000 from the offering, based on the public offering price of $12.06 per ESOARS™ Unit and after deducting offering expenses. The offering is expected to close on Thursday, May 10, 2007.

We are furnishing the press release referred to above as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits.

The following exhibits are being filed as part of this Current Report on Form 8-K:

Exhibit 5.1	Legal opinion of Mayer, Brown, Rowe & Maw LLP dated May 9, 2007, as to the legality of the ESOARS™
Exhibit 5.2	Legal opinion of Callister Nebeker & McCullough dated May 9, 2007, as to matters of Utah law and the legality of the ESOARS™ and Common Shares
Exhibit 8.1	Legal opinion of Mayer, Brown, Rowe & Maw LLP dated May 9, 2007, as to certain tax matters
Exhibit 23.1	Consent of Mayer, Brown, Rowe & Maw LLP (contained in Exhibits 5.1 and 8.1 herewith)
Exhibit 23.2	Consent of Callister Nebeker & McCullough (contained in Exhibit 5.2 herewith)
Exhibit 99.1	Press release of Zions Bancorporation dated May 8, 2007, announcing the pricing of the ESOARS™ Units

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.

	ZIONS BANCORPORATION
Date: May 9, 2007	By:	/s/ Thomas E. Laursen
		Name: Thomas E. Laursen Title:   Executive Vice President
		General Counsel

EX-5.1

EXHIBIT 5.1

[Mayer, Brown, Rowe & Maw LLP letterhead]

May 9, 2007

Mayer, Brown, Rowe & Maw LLP

350 South Grand Avenue

25^th Floor

Los Angeles, California 90071-1503

Main Tel (213) 229-9500

Main Fax (213) 625-0248

www.mayerbrownrowe.com

Zions Bancorporation

One South Main Street, Suite 1500

Salt Lake City, Utah 84111

Ladies and Gentlemen:

Reference is made to (a) that certain registration statement on Form S-3 (Registration Number 333-132868) of Zions Bancorporation (the “Company”), which registration statement was filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2006 and became effective automatically upon filing (such registration statement, including the prospectus that was a part of such registration statement as at the time of effectiveness, the “Registration Statement”); and (b) that certain prospectus supplement dated as of May 7, 2007, with respect to an offering of 99,418 units of the Company’s Employee Stock Option Appreciation Rights Securities, Series 2007 (the “Offered Securities”), filed with the SEC pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), on May 9, 2007 (the “Prospectus Supplement,” and together with the base prospectus included as part of the Registration Statement at the time the Registration Statement became effective, the “Prospectus”).

In connection with this opinion, we have examined originals or copies of (i) the Registration Statement; (ii) the Prospectus; (iii) the Global Certificate pursuant to which the Offered Securities are to be issued, a form of which is attached to the Prospectus Supplement as Annex A (the “Global Certificate”); and (iv) such other documents, faxes, certificates, instruments and records as we have deemed necessary, desirable or relevant for purposes hereof. We have also examined and relied upon certificates of officers of the Company, certain other documents delivered to you at the closing of the purchase and sale of the Offered Securities and faxes and certificates of public officials, as to certain matters of fact relating to this opinion, and have made such investigations of law as we have deemed necessary and relevant as a basis hereof.

In our examinations and investigations, we have assumed (i) the genuineness of all signatures on, and the authenticity of, all documents, faxes, certificates, instruments and records (collectively, the “Documents”) submitted to us as originals and the conformity to the original documents, faxes, certificates, instruments and records of all such Documents submitted to us as copies; (ii) the truthfulness of all statements of fact set forth in such Documents; (iii) the due authorization, execution and delivery by the parties thereto, other than the Company, of all Documents examined by us; (iv) the legal capacity of all individuals that are parties thereto; and (v) that, to the extent such Documents purport to constitute agreements of parties other than the Company, such Documents constitute valid, binding and enforceable obligations of such other parties. Additionally, as to matters of Utah law and general corporate matters with respect to the Company, we have solely relied upon the opinion of Callister, Nebeker & McCullough, P.C., dated as of the date hereof, 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, P.C.

Based on the foregoing and subject to the limitations, conditions and assumptions set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that when the Offered Securities have been duly executed and authenticated as set forth in the Global Certificate and issued and sold as contemplated in the Prospectus, the Offered Securities will be duly and validly issued, fully paid and non-assessable, and constitute 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 to general equitable principles.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Company to be filed with the SEC and to the Registration Statement, and to the reference to us in the Prospectus Supplement under the caption “Legal Matters.” In giving these consents, we do not admit that we are “experts,” within the meaning of that term as used in the Securities Act or the rules and regulations of the SEC issued thereunder, with respect to any part of the Registration Statement or the Prospectus, including this opinion as an exhibit or otherwise.

The foregoing opinion is strictly limited to the matters stated herein, and no other or more extensive opinions are intended or implied or to be inferred beyond the matters expressly stated herein. The foregoing opinions are based on and are limited to, as in effect on the date hereof, the Federal laws of the United States of America and the laws of the States of New York and Utah, and we render no opinion with respect to the laws of any other jurisdiction or, without limiting the generality of the foregoing, the effect of the laws of any other jurisdiction.

It is understood that this opinion is to be used only by you in connection with the offer and sale by the Company of the Offered Securities while the Registration Statement and the Prospectus are in effect. Other than as expressly stated above, we express no opinion on any issue relating to the Company or to any investment therein. We undertake no responsibility to update this opinion after the date hereof and assume no responsibility for advising you of any changes with respect to any matters described in this opinion that may occur subsequent to the date hereof or with respect to the discovery subsequent to the date hereof of information not previously known to us pertaining to events occurring prior to the date hereof.

       Sincerely,

       /s/ Mayer, Brown, Rowe & Maw LLP

       Mayer, Brown, Rowe & Maw LLP

EX-5.2

                          & #160;  EXHIBIT 5.2

Callister Nebeker & McCullough

A PROFESSIONAL CORPORATION

ATTORNEYS AT LAW

GATEWAY TOWER EAST SUITE 900

10 EAST SOUTH TEMPLE

SALT LAKE CITY, UTAH 84133

TELEPHONE 801-530-7300

FAX 801-364-9127

May 9, 2007

VIA HAND DELIVERY

Zions Bancorporation

One South Main, Suite 1134

Salt Lake City, Utah 84111

Ladies and Gentlemen:

We have acted as Utah 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 99,418 units of the Company’s Employee Stock Option Appreciation Rights Securities, Series 2007 (the “ESOARS™”) and 300,000 shares of the Company’s common stock, no par value ( the “Common Shares”) as described in the Prospectus Supplement dated May 7, 2007 to the base Prospectus dated March 31, 2006 included in the Company’s registration statement on Form S-3 (Registration Number 333-132868) (such Prospectus Supplement and base Prospectus, together, the “Prospectus”). 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 our representation of the Company in this matter, we have examined the originals, or copies identified to our satisfaction, of such minutes, agreements, corporate records and filings and other documents, including the resolutions of the Company’s Board of Directors authorizing the filing of the Prospectus and the issuance of the ESOARS™ and the Common Shares (the “Resolutions”) necessary to or appropriate for our opinion contained in this letter (collectively, 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.

For purposes of this opinion, we have assumed the following, that

(i)the ESOARS™ will be issued and sold in compliance with applicable federal and state laws and in the manner stated in the Prospectus;

(ii)the ESOARS™ will be sold and delivered at such price(s) determined by, and in accordance with the terms of, the auction as set forth in the Prospectus; and

(iii)the Common Shares will be issued and delivered in compliance with applicable federal and state laws and in the manner stated in the Prospectus.

Based upon and subject to and in reliance on the foregoing, it is our opinion that:

1.The Company is a duly organized and existing corporation under the laws of the State of Utah.

2.When the ESOARS™ have been duly issued and sold, against payment therefor, as contemplated in the Prospectus, the ESOARS™ 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).

3.When the Common Shares have been duly issued and delivered as full or partial payment to holders of the ESOARS™ as contemplated in the Prospectus, and if all of the foregoing actions are taken pursuant to the authority granted in the Resolutions and so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, the Common Shares will be validly issued, fully paid and nonassessable.

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. This opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof. With respect to all matters of New York law, we have, with your approval, relied upon the opinion, dated the date hereof, of Mayer, Brown, Rowe & Maw 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 Mayer, Brown, Rowe & Maw LLP. We believe you and we are justified in relying on such opinion for such matters.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Company and to the above-referenced registration statement and to the references to us under the heading “Legal Matters” in the Prospectus. 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 or the rules and regulations of the Commission thereunder.

   Very truly yours,

   /s/ CALLISTER NEBEKER & McCULLOUGH

   CALLISTER NEBEKER & McCULLOUGH

   A Professional Corporation

Cc:Thomas E. Laursen, Esq.

       Rick D. Burtenshaw, Esq.

EX-8.1

EXHIBIT 8.1

[Mayer, Brown, Rowe & Maw LLP letterhead]

May 9, 2007

Mayer, Brown, Rowe & Maw LLP

190 South LaSalle Street

Chicago, Illinois 60603-3441

Main Tel (312) 782-0600

Main Fax (312) 701-7711

www.mayerbrownrowe.com

Zions Bancorporation

One South Main

Suite 1500

Salt Lake City, Utah 84111

Dear Ladies and Gentlemen:

 Reference is made to (a) that certain registration statement on Form S-3 (Registration Number 333-132868) of Zions Bancorporation (the “Company”), which registration statement was filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2006 and became effective automatically upon filing (such registration statement, including the prospectus that was a part of such registration statement as at the time of effectiveness, the “Registration Statement”); and (b) that certain prospectus supplement dated as of May 7, 2007, with respect to an offering of 99,418 units of the Company’s Employee Stock Option Appreciation Rights Securities, Series 2007 (the “Offered Securities”), filed with the SEC pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), on May 9, 2007 (the “Prospectus Supplement,” and together with the base prospectus included as part of the Registration Statement at the time the Registration Statement became effective, the “Prospectus”).

In connection with this opinion, we have examined originals or copies of (i) the Registration Statement; (ii) the Prospectus; and (iii) such other documents, faxes, certificates, instruments and records as we have deemed necessary, desirable or relevant for purposes hereof. We have also examined and relied upon certain documents delivered to you at the closing of the purchase and sale of the Offered Securities and faxes and certificates of public officials, as to certain matters of fact relating to this opinion, and have made such investigations of law as we have deemed necessary and relevant as a basis hereof.

In our examinations and investigations, we have assumed (i) the genuineness of all signatures on, and the authenticity of, all documents, faxes, certificates, instruments and records (collectively, the “Documents”) submitted to us as originals and the conformity to the original documents, faxes, certificates, instruments and records of all such Documents submitted to us as copies; (ii) the truthfulness of all statements of fact set forth in such Documents; (iii) the due authorization, execution and delivery by the parties thereto, other than the Company, of all Documents examined by us; (iv) the legal capacity of all individuals that are parties thereto; and (v) that, to the extent such Documents purport to constitute agreements of parties other than the Company, such Documents constitute valid, binding and enforceable obligations of such other parties.

Our opinion expressed herein is based on the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated thereunder, and the interpretations of the Code and such regulations by the courts and the Internal Revenue Service, all as they are in effect and exist as of the date hereof. It should be noted that statutes, regulations, judicial decisions and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect. A material change that is made after the date hereof in any of the foregoing bases for our opinion could adversely affect our conclusions.

The opinion expressed herein is strictly limited to the matters stated herein, and no other or more extensive opinions are intended or implied or to be inferred beyond the matters expressly stated herein. The opinion expressed herein is limited to the federal laws of the United States. We are not purporting to opine on any matter to the extent that it involves the laws of any other jurisdiction.

Based upon and subject to the foregoing, the statements set forth in the Prospectus Supplement under the heading “Material United States Federal Income Tax Consequences,” to the extent that they constitute legal conclusions and subject to the qualifications set forth therein, constitute our opinions as to the matters set forth therein.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Company to be filed with the SEC and to the Registration Statement, and to the reference to us in the Prospectus Supplement under the caption “Legal Matters.” In giving these consents, we do not admit that we are “experts,” within the meaning of that term as used in the Securities Act or the rules and regulations of the SEC issued thereunder, with respect to any part of the Registration Statement or the Prospectus, including this opinion as an exhibit or otherwise.

It is understood that this opinion is to be used only by you in connection with the offer and sale by the Company of the Offered Securities while the Registration Statement and the Prospectus are in effect. Other than as expressly stated above, we express no opinion on any issue relating to the Company or to any investment therein. We undertake no responsibility to update this opinion after the date hereof and assume no responsibility for advising you of any changes with respect to any matters described in this opinion that may occur subsequent to the date hereof or with respect to the discovery subsequent to the date hereof of information not previously known to us pertaining to events occurring prior to the date hereof.

    Sincerely,

    /s/ Mayer, Brown, Rowe & Maw LLP

    Mayer, Brown, Rowe & Maw LLP

GWC

EX-99.1

EXHIBIT 99.1

***FOR IMMEDIATE RELEASE***

FOR: ZIONS BANCORPORATION	Contact: Clark Hinckley
One South Main, Suite 1134	Tel: (801) 524-4787
Salt Lake City, Utah	May 8, 2007
Harris H. Simmons
Chairman/Chief Executive Officer

ZIONS BANCORPORATION ANNOUNCES

SUCCESSFUL COMPLETION OF ESOARS AUCTION

SALT LAKE CITY, May 8, 2007 — Zions Bancorporation (NASDAQ: ZION) announced today that it has successfully completed its auction of Employee Stock Option Appreciation Rights Securities (ESOARS™). Forty-three bidders participated in the auction for 99,418 ESOARS units. The market-clearing price was $12.06 per unit. ESOARS units were allocated to 21 bidders. A complete summary of the bidding, as well as further information about ESOARS™ can be found at www.esoars.com. Zions Direct, a nonbanking broker-dealer subsidiary of Zions Bancorporation, acted as auction agent.

Zions Bancorporation’s board of directors granted 994,180 employee stock options on May 4, 2007 with a strike price of $83.25. ESOARS entitle holders to receive specified payments from Zions Bancorporation upon the exercise of those employee stock options.

The ESOARS were offered to provide a market basis to determine the fair value of stock options granted to employees under Statement of Financial Accounting Standards (SFAS) No. 123R, which requires companies to expense these options. The valuation practice of most companies is to use modifications of standard option pricing models. However, these models were not designed to estimate the value of employee stock options and may not accurately reflect their actual value.

“This successful ESOARS auction supports the effectiveness of this method for valuing employee stock options,” said W. David Hemingway, senior investment officer and executive vice president of Zions Bancorporation. “We anticipate using

this auction result in our own stock option expensing and also to help other option-granting companies use the method.”

Zions Bancorporation is one of the nation’s premier financial services companies, consisting of a collection of great banks in select high growth markets. Zions Bancorporation operates its banking businesses under local management teams and community identities through over 500 offices and approximately 600 ATMs in 10 Western and Southwestern states: Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah and Washington. The company is a national leader in Small Business Administration lending and public finance advisory services. In addition, Zions Bancorporation is included in the S&P 500 and NASDAQ Financial 100 indices. Investor information and links to subsidiary banks can be accessed at www.zionsbancorporation.com.

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