Exhibit 3.5

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                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            COMPASS BANCSHARES, INC.

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     (Originally incorporated under the name "Central and State National
     Corporation of Alabama" on December 8, 1970)

     Compass Bancshares, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     FIRST: That at a meeting of the Board of Directors of Compass Bancshares,
Inc. resolution were duly adopted setting forth the proposed amendment to the
Restated Certificate of Incorporation of said corporation, declaring such
amendment to be advisable and calling for the presentation of the proposed
amendment to shareholders of the corporation at a special meeting. The
resolution setting forth the proposed amendment is as follows:

          RESOLVED, that Article 4.1 of the corporation's Restated Certificate
     of Incorporation be revised to read as follows:

          "4.1 Authorized Stock. The total number of shares of all classed of
          stock which the Corporation shall have the authority to issue is one
          hundred twenty-five million (125,000,000), consisting of

               (1) Twenty-five million (25,000,000) shares of preferred stock,
          $.10 par value per share (hereinafter the "Preferred Stock"); and

               (2) One hundred million (100,000,000) shares of common stock,
          $2.00 par value per share (hereinafter the "Common Stock")."

     SECOND: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware, at which meeting the necessary number of shares as
required by status were voted in favor of the amendment.



     THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     FOURTH: That the capital of said corporation will not be reduced under or
by reason of said amendment.

     IN WITNESS WHEREOF, Compass Bancshares, Inc. has caused this certificate to
be executed on this 16 day of September, 1994.

                                        COMPASS BANCSHARES, INC.


                                        By: /s/ Garrett R. Hegel
                                            ------------------------------------
                                        Its: Chief Financial Officer

ATTEST:


By: /s/ Jerry W. Powell
    ---------------------------------
Its: Secretary

STATE OF ALABAMA       )
                       )
COUNTY OF BIRMINGHAM   )

     I, the undersigned Notary Public in and for said County and State, do
hereby certify that on this 16 day of September, 1993, personally appeared
before me Garrett R. Hegel, who, being first duly sworn, declared that he is the
Chief Financial Officer of Compass Bancshares, Inc., and that, being informed of
the contents, he voluntarily executed the foregoing instrument in said
capacities, as the act and deed of the Corporation, and that the statements made
in the foregoing instrument are true.

     WITNESS my hand and official seal on the date aforesaid.


                                        /s/ Barbara S. Edmonds
                                        ----------------------------------------
                                        Notary Public

[NOTARIAL SEAL]                         My Commission Expires: 9-8-95