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) April 28, 2008

ZIONS BANCORPORATION

(Exact name of registrant as specified in its charter)

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

ONE SOUTH MAIN, 15th FLOOR, 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.

On April 28, 2008, we completed our auction of 180,000 Employee Stock Option Appreciation Rights Securities, Series 2008 (the “ESOARS™,” and each unit thereof, an “ESOARS™ Unit”). 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 $840,000 from the offering, based on the public offering price of $5.56 per ESOARS™ Unit and after deducting offering expenses. The offering is expected to close on April 30, 2008.

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 4.1	Form of Global Certificate for Zions Bancorporation Employee Stock Option Appreciation Rights Securities, Series 2008, incorporated by reference to Annex A of Zions Bancorporation’s Prospectus Supplement filed on April 28, 2008 pursuant to Rule 424(b)(2) under the Securities Act of 1933.
Exhibit 5.1	Legal opinion of Morrison & Foerster LLP dated April 28, 2008, as to the legality of the ESOARS™
Exhibit 5.2	Legal opinion of Callister Nebeker & McCullough dated April 28, 2008, as to matters of Utah law and the legality of the ESOARS™ and Common Shares
Exhibit 8.1	Legal opinion of Morrison & Foerster LLP dated April 28, 2008, as to certain tax matters
Exhibit 23.1	Consent of Morrison & Foerster LLP (contained in Exhibits 5.1 and 8.1 herewith)
Exhibit 23.2	Consent of Callister Nebeker & McCullough (contained in Exhibit 5.2 herewith)

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: April 28, 2008	By:	/s/ Thomas E. Laursen
		Name: Thomas E. Laursen
		Title: Executive Vice President
		General Counsel

Exhibit Index

Exhibit 4.1	Form of Global Certificate for Zions Bancorporation Employee Stock Option Appreciation Rights Securities, Series 2008, incorporated by reference to Annex A of Zions Bancorporation’s Prospectus Supplement filed on April 28, 2008 pursuant to Rule 424(b)(2) under the Securities Act of 1933.
Exhibit 5.1	Legal opinion of Morrison & Foerster LLP dated April 28, 2008, as to the legality of the ESOARS™
Exhibit 5.2	Legal opinion of Callister Nebeker & McCullough dated April 28, 2008, as to matters of Utah law and the legality of the ESOARS™ and Common Shares
Exhibit 8.1	Legal opinion of Morrison & Foerster LLP dated April 28, 2008, as to certain tax matters
Exhibit 23.1	Consent of Morrison & Foerster LLP (contained in Exhibits 5.1 and 8.1 herewith)
Exhibit 23.2	Consent of Callister Nebeker & McCullough (contained in Exhibit 5.2 herewith)

EX-5.1

Exhibit 5.1

[Morrison & Foerster LLP Letterhead]

April 28, 2008

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 April 28, 2008, with respect to an offering of 180,000 units of the Company’s Employee Stock Option Appreciation Rights Securities, Series 2008 (the “Offered Securities”), filed with the SEC pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), on April 28, 2008 (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, 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 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, certificates, instruments and records (collectively, the “Documents”) submitted to us as originals and the conformity to the original documents, 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.

                    Very Truly Yours,

                          /s/  Morrison & Foerster LLP

EX-5.2

Exhibit 5.2

Callister Nebeker & McCullough

A PROFESSIONAL CORPORATION

ATTORNEYS AT LAW

ZIONS BANK BUILDING SUITE 900

10 EAST SOUTH TEMPLE

SALT LAKE CITY, UTAH  84133

TELEPHONE 801-530-7300

FAX 801-364-9127

April 28, 2008

VIA HAND DELIVERY

Zions Bancorporation

One South Main

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 180,000 units of the Company’s Employee Stock Option Appreciation Rights Securities, Series 2008 (the “ESOARS™”) and 540,000 shares of the Company’s common stock, no par value (the “Common Shares”) as described in the Prospectus Supplement dated April 28, 2008 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 Morrison & Foerster 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 Morrison & Foerster 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

[Morrison & Foerster LLP Letterhead]

April 28, 2008

Zions Bancorporation

One South Main

Suite 1500

Salt Lake City, Utah 84111

Re: Zions Bancorporation Issuance of Employee Stock Option Appreciation Rights Securities Series 2008

Ladies and Gentlemen:

We have acted as counsel to Zions Bancorporation (the “Company”), in connection with the offering by the Company of 180,000 units of its Employee Stock Option Appreciation Rights Securities, Series 2008 (the “Offered Securities”).  The Offered Securities are the subject of (i) a registration statement filed on March 31, 2006 on Form S-3 (the “Registration Statement”) by the Company with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 (the “Securities Act”), (ii) a prospectus included as part of such Registration Statement (the “Base Prospectus”) and (iii) a supplement to the Base Prospectus dated April 28, 2008 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”).

           For purposes of rendering the opinion expressed herein, we have examined and relied upon originals or copies of the following, with your consent: (i) the Registration Statement; (ii) the Prospectus; and (iii) such other documents as we have considered relevant to our analysis.  In our examinations we have assumed the authenticity of original documents, the accuracy of copies, the truthfulness of statements of fact set forth therein, the genuineness of signatures and the legal capacity of signatories.  We have also assumed all parties to such documents have acted, and will act, in accordance with their terms.

Our opinion is based on existing law as contained in the Internal Revenue Code of 1986, as amended (the “Code”), final and temporary Treasury regulations promulgated thereunder, administrative pronouncements of the Internal Revenue Service (the “IRS”) and court decisions as of the date hereof.  The provisions of the Code and the Treasury regulations, IRS administrative pronouncements and case law upon which this opinion is based are subject to change at any time, perhaps with retroactive effect.  In addition, some of the issues under existing law that could significantly affect our opinion have not yet been authoritatively addressed by the IRS or the courts, and our opinion is not binding on the IRS or the courts.  Hence, there can be no assurance that the IRS will not challenge, or that the courts will agree with, our conclusions.

The opinion 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. We express no opinion as to matters governed by any laws other than the federal income tax laws of the United States in existence as of the date hereof.

Based upon and subject to the foregoing and the paragraphs below, it is our opinion that the statements set forth in the Prospectus Supplement under the heading “Material United States Federal Income Tax Consequences,” to the extent they constitute legal conclusions relating to matters governed by the federal income tax laws of the United States, and subject to the limitations and qualifications set forth therein, are accurate in all material respects.

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 we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder, nor do we admit 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.

This opinion is furnished to you solely for use 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.  Neither this letter nor any opinion expressed herein may be relied upon by any other person or entity without our prior written consent.  Nothing herein should be considered to impose on the recipient of this written advice any limitation on disclosure of the tax treatment or tax structure of the transaction or matters described herein.  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.

       Very truly yours,

       /s/  Morrison & Foerster LLP