Mail Stop 4561
								March 28, 2006

By U.S. Mail and Facsimile to (205) 264-0875

Ms. Beth E. Mooney
Senior Executive Vice President & Chief Financial Officer
AmSouth Bancorporation
AmSouth Center
1900 Fifth Avenue North
Birmingham, Alabama  35203

Re:	AmSouth Bancorporation
	Form 10-K for Fiscal Year Ended December 31, 2005
      Filed March 10, 2006
	File No. 001-07476

Dear Ms. Mooney:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your future filings in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General
1. We understand that the Division of Enforcement issued Wells
Notices to the company and some of its officers during 2005, which
was disclosed in Form 8-K, filed on August 24, 2005 and discussed
in
your 10-Q for the quarter ended September 30, 2005.  Please tell
us
why these disclosures were not also included in your Form 10-K.


Management`s Discussion and Analysis
Investment Securities, page 44
2. We note that your mortgage-backed securities portfolio is
comprised principally of "securities that are guaranteed by the
federal-sponsored agencies."  Please note that the debt securities
issued by Government-Sponsored Enterprises (GSEs), such as Fannie
Mae, Freddie Mac and the Federal Home Loan Banks, are not backed
by
the full faith and credit of the United States government.  Please
revise your future filings to separately disclose these
securities.

Financial Statements

Note 15-Long-term Incentive Compensation Plans, page 102
3. We note that in 2005 you have revised your assumptions utilized
for Black Scholes pricing of your options.  Typically a decline in
volatility assumptions would result in a longer expected life of
options.  However, in your option pricing assumptions, the
expected
life has declined with a decrease in your volatility assumption.
Please revise your future filings to disclose the rationale for
the
changes in your assumptions.

Note 17-Other Noninterest Revenues and Other Noninterest Expenses,
page 110
4. We note that in 2005 you recognized a material net gain on the
disposition of your mutual fund management group.  The assets
appear
to represent a disposal group as contemplated by paragraph 4 of
SFAS
144.  Please tell us how you have determined your presentation of
the
disposal of these assets as part of continuing operations to be
appropriate.  Please refer us to the accounting literature you
have
considered.

Note 19-Derivative Financial Agreements, page 114

5. For each SFAS 133 hedging relationship identified, for which
you
use the short-cut method of assessing hedge ineffectiveness,
please
provide us with the following information:
?     clearly explain the terms of the hedged items;
?     clearly explain the terms of the interest rate swap used to
hedge each type of hedged item and explain how you determined
those
terms match the terms of the hedged items; and
?     for each type of hedged item, tell us how you met the
requirements of paragraph 68 of SFAS 133.

*	*	*

       As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please file your response on EDGAR.  Please provide us with your
intended disclosures to be included in your future filings.
Please
furnish a cover letter with your responses to our comments and any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing your intended revisions and responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Margaret Fitzgerald, Staff Accountant, at
(202)
551-3556 or me at (202) 551-3851 if you have questions regarding
these comments on the financial statements and related matters.


      Sincerely,



      Paul Cline
      Senior Accountant


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Ms. Beth E. Mooney
AmSouth Bancorporation
March 28, 2006
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