Filed Pursuant to Rule 424(b)(3)
                                                     Registration No. 033-55683
PROSPECTUS SUPPLEMENT
dated November 5, 1999 to
Prospectus dated September 29, 1994

                                 Bancorporation


                           DIVIDEND REINVESTMENT AND
                          COMMON STOCK PURCHASE PLAN

   This Prospectus Supplement supplements and amends the information in the
Prospectus dated September 29, 1994 (the "Prospectus") for the Dividend
Reinvestment and Common Stock Purchase Plan (the "Plan") of AmSouth
Bancorporation (the "Company" or "We").

   We have appointed The Bank of New York to administer the Plan as agent (the
"Agent") for participants in the Plan. Accordingly, certain provisions of the
Plan have been amended to reflect this change. For your convenient reference,
this Supplement uses the same headings and numbers as the Prospectus for the
amendments. You should read this Supplement carefully together with the
Prospectus. Except as otherwise amended or supplemented herein, the Plan as
described in the Prospectus remains unamended and in full force and effect.

PARTICIPATION

4.The response to Question 4 on page 4 of the Prospectus is amended to read as
follows:

   An eligible shareholder may join the Plan by signing an Authorization Card
and returning it to The Bank of New York as follows:

       AmSouth Bancorporation
       c/o The Bank of New York
       Attn: Dividend Reinvestment Department
       P.O. Box 1958
       Newark, NJ 07101-9774

   An Authorization Card and a copy of the Prospectus and the Prospectus
Supplement may be obtained at any time by written request to The Bank of New
York at the above address or by calling The Bank of New York at 1-800-524-
4458.

5.The second sentence of the response to Question 5 on page 5 of the
Prospectus is amended to read as follows:

If an Authorization Card specifying reinvestment of dividends is received by
The Bank of New York before the record date for a dividend payment,
reinvestment will commence with that dividend payment.

7.The second two sentences of the response to Question 7 on page 5 of the
Prospectus are amended to read as follows:

You may change your investment option at any time by signing a new
Authorization Card and returning it to The Bank of New York as provided under
Question 4. If you elect to participate through the reinvestment of dividends
but later decide to reduce the number of shares on which dividends are being
reinvested or to participate through the optional cash payment feature only,
an Authorization Card indicating a change of options must be received by The
Bank of New York prior to a particular dividend record date in order to stop
any unwanted reinvestment of dividends paid on that dividend payment date.

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AGENT

8.The first two paragraphs of the response to Question 8 on page 5 of the
Prospectus are amended to read as follows:

   The Bank of New York (the "Agent") administers the Plan for participants,
keeps records, sends statements of account to participants and performs other
duties relating to the Plan. Shares purchased under the Plan will be
registered in the name of the Agent or its nominee as agent for participants
in the Plan.

   The Agent's mailing address is:

       AmSouth Bancorporation
       c/o The Bank of New York
       Attn: Dividend Reinvestment Department
       P.O. Box 1958
       Newark, NJ 07101-9774

   The Agent's telephone number is 1-800-524-4458. All completed Authorization
Cards, requests for withdrawal, optional cash payments, requests for
certificates and all other written communications regarding the Plan should be
sent to the Agent at the above address (please include the name of the Company
and your Plan account number or your Social Security Number in your
correspondence with the Agent).

OPTIONAL CASH PAYMENTS

13.The second sentence of the response to Question 13 on page 7 of the
Prospectus is amended to read as follows:

Your check or money order should be made payable to "The Bank of New York" (be
sure to include the name of the Company and your Plan account number on your
check or money order).

CERTIFICATES

18.The sixth sentence of the response to Question 18 on page 9 of the
Prospectus is amended to read as follows:

Additional forms may be obtained by written request to the Agent at the
address set forth under Question 4 or by calling the Agent at 1-800-524-4458.

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